March 24, 2005

Mr. Richard Raskin
C/o Poder de Compra, Mexico, S.A.

         Re:      PODER DE COMPRA DEBIT CARD PROGRAM
         -------------------------------------------

Dear Richard:

      The purpose of this letter is to confirm the agreement reached today
between Direct Card Services, LLC ("DCS"), Optimum Pay USA, Inc. ("OP") and
Poder de Compra, Mexico, S.A. ("PDC") of and concerning an ATM Debit card
program to be customized and provided through First Premier Bank (hereinafter
"SVC").

      DCS is an approved marketer of MasterCard products through First Premier
Bank as a card issuer. OP is a third-party processor affiliated with First
Premier Bank and approved as such by MasterCard. PDC desires DCS and OP to
deliver 50,000 debit cards under an approved SVC.

      Accordingly, the parties agree as follows:

      1.    Initial Card Order. PDC will deliver a card order for 50,000 debit
            cards under the SVC under the terms and conditions hereafter.
            Concurrent with the card order PDC will pay DCS $250,000.00 cash
            proceeds which represents a cost of $5.00 per card which represents
            the cost of plastic, card carrier, PIN mailer, cardholder agreement
            and account set up. The implementation fee shall be $20,000.00 which
            shall be paid by PDC to OP and DCS.

      2.    Cardholder Price and Terms. Prior to April 15, 2005, DCS, PDC and OP
            will agree upon a cardholder schedule of fees and costs. This
            schedule shall be made as an exhibit to this letter agreement and
            any later agreement incorporating the terms hereof.


<PAGE>

Mr. Richard Raskin
March 24, 2005
Page 2 of 3



      3.    Technology Support. Prior to April 15, 2005, OP will provide to the
            satisfaction of PDC that it is a third-party processor capable of
            providing the following support for the SVC program - (a) interface
            with PDC data center in Phoenix via VPN, (b) interface between First
            Premier Bank, PDC data center in Phoenix and HSBC Bank in Mexico via
            Toluca data center located outside of Mexico City, (c) capability to
            support card to card functionality between the ATM card issued by
            First Premier Bank and the ATM issued by HSBC Bank, and (d) provide
            confirmation of transmitter capability between the aforesaid
            bankcards. In addition to the above, OP will, prior to April 15,
            2005, also establish to the satisfaction of PDC that its data
            management systems can handle batching of data on a daily basis as
            needed for currency exchange and for appropriate financial reporting
            to all interested parties. OP will provide a separate schedule of
            time and cost to provide any one or more of the services referenced
            above which may be specially required hereunder. The same shall be
            approved by all parties and shall be borne equally between Poder de
            Compra and DCS.

      4.    Banking Confirmation. OP represents that it can deliver a separate
            BIN for the PDC SVC. OP further represents that the separate BIN
            will not be affected by other debit card programs supported by OP.

      5.    Loading Network. DCS will make available its DirectLoad Network to
            the PDC SVC at a price of no greater than $2.95 per load. OP and DCS
            will endeavor to obtain like pricing with EPS. PDC will advise DCS
            as soon as practicable the locales of high-density SVC cardholders
            so that DCS may endeavor to coordinate extension and expansion of
            the DirectLoad Network in those areas.


<PAGE>

Mr. Richard Raskin
March 24, 2005
Page 3 of 3

      6.    Comprehensive SVC Contracts. On or before April 15, 2005, DCS, OP
            and PDC will enter into a comprehensive agreement for the delivery
            of the SVC and the 50,000 debit cards consistent with the terms
            hereof. PDC shall pay the monies due and payable pursuant to
            paragraph 1 above on or before April 15, 2005, or concurrent with
            the execution of the comprehensive agreement if it occurs prior to
            April 15, 2005. It is agreed that payment of the above amount is
            conditioned upon PDC confirming the correctness of the information
            and representations made in paragraphs 3 and 4 above.


                                                 Sincerely,

                                                 Direct Card Services, LLC

                                                 /s/ T. Randolph Catanese

                                                 T. Randolph Catanese
                                                 Managing Member


AGREED AND ACCEPTED:

         Poder de Compra, Mexico, S.A.


By:      /s/ Richard Raskin
         -------------------------------
         Richard Raskin, Managing Member


         Optimum Pay, USA, Inc.


By:      Edward Kim
         -------------------------------
         Edward Kim, President