Exhibit 10.1


    Exhibit
      10.1

    ASSET
      PURCHASE AGREEMENT

    


    By
      this
      Asset Purchase Agreement, Game Financial Corporation, a Minnesota corporation
      (“Game Financial”), Chex Services, Inc., a Minnesota corporation (“Chex”), and
      FastFunds Financial Corporation, a Nevada corporation (“FastFunds” and sometimes
      referred to collectively with Chex as the “Chex Entities” and individually as a
“Chex Entity”), agree as follows:

    


    1. Introduction.
      The
      Chex Entities desire to sell certain assets used in connection with the
      Business, including Contracts and the Software, and Game Financial desires
      to
      purchase those assets, all as further described and upon the terms and
      conditions set forth in this Agreement.

    


    2. Effective
      Date.
      This
      Agreement is effective as of December 22, 2005 (the “Effective
      Date”).

    


    3. Definitions.
      When
      used in this Agreement, the following capitalized terms shall have the
      respective meanings set forth below:

    


    “Action”
means
      any claim, action, suit, complaint, counter-claim, petition, set-off,
      administrative proceeding, arbitral action, governmental inquiry, criminal
      prosecution or other investigation, whether conducted by or before a
      Governmental Authority or other Person.

    


    “Actual
      Cash Amount”
has
      the
      meaning set forth in Subsection
      4.3(c).

    


    “Affiliate”
means,
      with respect to a Person: (i) any other Person directly or indirectly
      controlling, controlled by, or under common control with, such Person; (ii)
      any
      other Person that owns or controls five percent (5%) or more of any class of
      equity securities (including any equity securities issuable upon the exercise
      of
      any option or convertible security) of such Person or any of its Affiliates;
      or
      (iii) any director, partner, member, executive officer, or limited liability
      company manager of such Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by,”
and “under common control with”) means, with respect to any Person, the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through
      ownership of voting securities, by contract or otherwise.

    


    “Agreement”
means
      this Asset Purchase Agreement and all of its schedules and
      exhibits.

    


    “Ancillary
      Agreements”
means,
      collectively the (i) the Bills of Sale and Assignment Agreements; (ii) all
      documents, agreements, instruments and papers described in Subsection
      9.1;
      (iii)
      the assumption of liability documents described in Subsection
      9.2(e),
      (iii)
      the Voting Agreements of the date hereof, executed by FastFunds and Equitex
      (the
“Voting Agreements”), and (iv) the Guaranty Agreement, of the date hereof,
      between Equitex and Game Financial (the “Guaranty Agreement”).

    


    “Acquisition
      Proposal”
has
      the
      meaning set forth in Subsection
      11.3(c).

    


    “Assets”
has
      the
      meaning set forth in Subsection
      4.1(a).

    


    “Assumed
      Contracts”
means
      the Material Business Contracts that Game Financial will assume pursuant to
      this
      Agreement, which are listed on Schedule
      3.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    “Assumed
      Liabilities”
has
      the
      meaning set forth in Subsection
      4.2(a).  

    


    “Balance
      Sheet”
has
      the
      meaning set forth in Subsection
      6.10.

    


    “Basket”
has
      the
      meaning set forth in Subsection 10.7.

    


    “Benefit
      Plan”
means
      any Plan that is sponsored, maintained or contributed to or required to be
      contributed to by Chex or a Chex Entity or to which Chex or a Chex Entity is
      a
      party, or with respect to which Chex or a Chex Entity has any other similar
      comparable obligation or liability (fixed, contingent or otherwise), whether
      written or oral, for the benefit of any Business Employee.

    


    “Bills
      of Sale and Assignment Agreements”
has
      the
      meaning set forth in Subsection
      9.1(e).

    


    “Business”
means
      the Chex Entities’ business of providing cash-access financial services,
      including full booth financial services, check cashing and electronic cash
      conversion, automated teller machine access, and credit/debit card cash advances
      primarily in gaming establishments throughout the world, including the provision
      of those services in: Arizona, Antigua, California, Connecticut, Cyprus,
      Florida, Michigan, Minnesota, Nebraska, New Mexico, North Dakota, Oklahoma,
      Ontario, St. Maarten, Texas and Wisconsin.

    


    “Business
      Day”
means
      any day other than Saturday, Sunday or any day on which a U.S. national banking
      association is required or authorized to be closed.

    


    “Business
      Employees”
has
      the
      meaning set forth in Subsection
      6.8(b).

    


    “Business
      Insurance Policies”
has
      the
      meaning set forth in Subsection
      6.15.

    


    “Business
      Licenses”
has
      the
      meaning set forth in Subsection
      4.1(a)(ii).

    


    “Chex”
has
      the
      meaning set forth in the preamble to this Agreement.

    


    “Chex
      Entities”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “Chex
      Indemnified Party”
has
      the
      meaning set forth in Subsection
      10.1.

    


    “Chex
      Marks”
means
      all Marks of the Chex Entities used in connection with the Business, including
      those names, marks and logos set forth in Schedule
      4.1(a)(v)
      and the
      names “Chex,” “FastFunds,” ChexGuard, and CreditGuard.

    


    “Closing”
has
      the
      meaning set forth in Subsection
      5.1.

    


    “Closing
      Cash Payment”
has
      the
      meaning set forth in Subsection
      5.2.

    


    “Closing
      Date”
has
      the
      meaning set forth in Subsection
      5.1.


    
      
        
        

      

      
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    “Confidentiality
      Agreement”
means
      the June 24, 2005 Confidentiality Agreement executed by Equitex, FastFunds
      and
      Certegy, Inc.

    


    “Contract”
means
      any contract, agreement, indenture, note, bond, instrument, lease, conditional
      sales contract, mortgage, license, franchise agreement, concession agreement,
      insurance policy, security interest, guaranty, binding commitment or other
      agreement or arrangement, whether written or oral.

    


    “Effective
      Date”
has
      the
      meaning set forth in Section
      2.

    


    “Environmental
      Law”
means
      any applicable Law relating to pollution, the protection of human health and/or
      the environment, or the spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous
      Substance into the environment.

    


    “Equitex”
means
      Equitex, Inc., a Delaware corporation and stockholder of FastFunds.

    


    “Estimated
      Cash Amount”
has
      the
      meaning set forth in Subsection
      4.3(c). 

    


    “Excluded
      Assets”
has
      the
      meaning set forth in Subsection
      4.1(b).

    


    “Excluded
      Liabilities”
has
      the
      meaning set forth in Subsection
      4.2(b).

    


    “FastFunds”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “Fidelity”
means
      Fidelity National Financial, Inc. and/or Fidelity National Information Services,
      Inc.

    


    “Financial
      Information”
has
      the
      meaning set forth in Subsection
      6.10.

    


    “GAAP”
means
      United States generally accepted accounting principles, as in effect from time
      to time.

    


    “Game
      Financial”
has
      the
      meaning set forth in the preamble to this Agreement.

    


    “Game
      Financial Indemnified Party”
has
      the
      meaning set forth in Subsection
      10.2.

    


    “Governmental
      Authority”
means
      any government, any governmental entity, department, commission, board, agency
      or instrumentality, and any court, tribunal or judicial body, in each case
      whether federal, state, county, provincial, local or foreign.

    


    “Governmental
      Order”
means
      any statute, rule, regulation, order, judgment, injunction, decree, stipulation
      or determination issued, promulgated or entered by or with any Governmental
      Authority of competent jurisdiction.

    


    “Guaranty
      Agreement”
has
      the
      meaning given above.


    
      
        
        

      

      
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    “Hazardous
      Substance”
means
      petroleum, petroleum by-products, polychlorinated biphenyls and any other
      chemicals, materials, substances or wastes that are currently defined or
      regulated as hazardous substances, hazardous materials, hazardous wastes,
      extremely hazardous wastes, restricted hazardous wastes, toxic substances,
      toxic
      pollutants, toxic air pollutants, hazardous air pollutants, pollutants, or
      contaminants under any Environmental Law.

    


    “Indemnified
      Claim”
has
      the
      meaning set forth in Subsection
      10.3(a).

    


    “Indemnified
      Party”
has
      the
      meaning set forth in Subsection
      10.3(a).

    


    “Indemnifying
      Party”
has
      the
      meaning set forth in Subsection
      10.3(a).

    


    “Indemnity
      Notice Period”
has
      the
      meaning set forth in Subsection
      10.3(a).

    


    “Information
      Statement”
has
      the
      meaning set forth in Subsection
      8.15(b).

    


    “Intellectual
      Property”
means
      any: (i) patents, patent applications, patent disclosures and improvements
      thereto; (ii) Marks; (iii) copyrights and copyrightable works, and any
      registrations and applications for registration thereof; and (iv) URL’s and
      Internet web sites, and the hypertext markup language (“HTML”) files, graphics,
      text files and documentation associated with such Internet web
      sites.

    


    “Knowledge”
means,
      with respect to any representation, warranty or statement by a party contained
      herein, that such representation, warranty or statement is made to the actual
      knowledge of the party and its executive management after a reasonable
      investigation.

    


    “Law”
means
      any applicable federal, state, county, provincial, local or foreign statute,
      law, ordinance, regulation, rule, code or rule of common law.

    


    “Liability”
means
      any indebtedness, obligation or other liability (whether absolute, accrued,
      matured, contingent, known, or unknown, fixed or otherwise, or whether due
      or to
      become due), including, without limitation, any fine, penalty, judgment, award
      or settlement respecting any judicial, administrative or arbitration proceeding,
      damage, loss, claim or demand with respect to any Law.

    


    “License”
means
      any franchise, approval, permit, order, authorization, consent, license,
      registration or filing, certificate, variance and any other similar right
      obtained from or filed with any Governmental Authority or private
      organization.

    


    “Lien”
means
      any security interest, pledge, mortgage, lien, charge, adverse claim of
      ownership or use, restriction on transfer (such as a right of first refusal
      or
      other similar right), defect of title, or other encumbrance of any kind or
      character.

    


    “Losses”
has
      the
      meaning set forth in Subsection
      10.1.

    


    “Marks”
means
      all imprints, titles, names, trade names, service marks, trade dress, logos,
      trade names, corporate names and domain names, the goodwill associated
      therewith, and any registrations and applications for registration
      thereof.


    
      
        
        

      

      
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    “Material
      Adverse Change”
means
      any change in or effect on the Assets or the Business that is, individually
      or
      in the aggregate, materially adverse to the Business, Assets or the operation,
      prospects, condition (financial or otherwise) or results of the Business or
      Assets.

    


    “Material
      Business Contracts”
has
      the
      meaning set forth in Subsection
      6.6(a).

    


    “Merger”
means
      the merger transaction entered into and effected on June 7, 2004 among FastFunds
      (f/k/a Seven Ventures, Inc.), Seven Ventures Newco, Inc., a Minnesota
      corporation, and Chex.

    


    “Notice
      of Superior Proposal”
has
      the
      meaning set forth in Subsection
      11.3(c).

    


    “Organizational
      Documents”
means:
      (a) the articles or certificate of incorporation or registration and the bylaws
      of a corporation; (b) the partnership agreement and any statement of partnership
      of a general partnership; (c) the limited partnership agreement and the
      certificate of limited partnership of a limited partnership; (d) any charter
      or
      similar document adopted or filed in connection with the creation, formation,
      or
      organization of a Person; and (e) any amendment to the foregoing.

    


    “Original
      Disclosure Schedules”
has
      the
      meaning set forth in Subsection
      8.18(a).

    


    “Permitted
      Liens”
means:
      (i) mechanics’ and materialmen’s liens and workmen’s, repairmen’s,
      warehouseman’s and carriers’ liens arising in the ordinary course of business,
      the obligations of which are not overdue or otherwise delinquent; and (ii)
      Liens
      for Taxes not yet due and payable or being contested in good faith (it being
      understood that all Tax Liabilities of the Chex Entities are Excluded
      Liabilities).

    


    “Person”
means
      any individual, general or limited partnership, firm, corporation, limited
      liability company or partnership, association, trust, unincorporated
      organization or other entity.

    


    “Plan”
means
      any deferred compensation, bonus or other incentive compensation plan, program,
      agreement or arrangement; any severance or termination pay, medical, surgical,
      hospitalization, life insurance and other “welfare” plan, fund or program; any
      profit-sharing, stock bonus or other “pension” plan, fund or program; any
      employment, termination or severance agreement or arrangement; and any other
      employee benefit plan, fund, program, agreement or arrangement.

    


    “Proprietary
      Rights”
means:
      (i) Intellectual Property rights; (ii) trade secrets and confidential business
      information (including ideas, formulas, compositions, inventions (whether
      patentable or unpatentable and whether or not reduced to practice), know-how,
      databases, analytics, research and development information, software, drawings,
      specifications, designs, plans, proposals, technical data, marketing plans
      and
      customer and supplier lists and information; (iii) copies of tangible
      embodiments thereof (in whatever form or medium); and (iv) licenses granting
      any
      rights with respect to any of the foregoing.

    


    “Prospects”
has
      the
      meaning given in Section
      12.15.


    
      
        
        

      

      
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    “Purchase
      Price”
has
      the
      meaning set forth in Subsection
      4.3(a).

    


    “Recipients”
has
      the
      meaning set forth in Subsection
      8.3.

    


    “Required
      Consents”
has
      the
      meaning set forth in Subsection
      6.3.

    “Software”
has
      the
      meaning set forth in Subsection
      4.1(a)(x).

    “Stockholders
      Approval”
has
      the
      meaning set forth in Subsection
      8.15(a).

    


    “Stockholders
      Meeting”
has
      the
      meaning set forth in Subsection
      8.15(b).

    


    “Stub
      Statements”
has
      the
      meaning set forth in Subsection
      6.10.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, general or limited partnership,
      limited liability company, joint venture or other legal entity of any kind
      of
      which such Person (either alone or through or together with one or more of
      its
      other Subsidiaries) owns, directly or indirectly, more than 50% of the stock
      or
      other equity interests, the holders of which are: (i) generally entitled to
      vote
      for the election of the board of directors or other governing body of such
      legal
      entity; or (ii) generally entitled to share in the profits or capital of such
      legal entity.

    


    “Supplemental
      Disclosure Schedule”
has
      the
      meaning set forth in Subsection
      8.18.

    


    “Superior
      Proposal”
has
      the
      meaning set forth in Subsection
      11.3(c).

    


    “Tax”
means
      any federal, state, county, provincial, local or foreign income, gross receipts,
      sales, use, ad valorem, employment, severance, transfer, gains, profits, excise,
      franchise, property, capital stock, premium, minimum and alternative minimum
      or
      other taxes, fees, levies, duties, assessments or charges of any kind or nature
      whatsoever imposed by any Governmental Authority (whether payable directly
      or by
      withholding), together with any interest, penalties (civil or criminal),
      additions to or additional amounts imposed by, any Governmental Authority with
      respect thereto.

    


    “Tax
      Return”
means
      a
      report, return, or other information required to be supplied to a Governmental
      Authority with respect to any Tax.

    


    “Termination
      Date”
has
      the
      meaning set forth in Subsection
      11.1.

    


    “Termination
      Fee”
has
      the
      meaning set forth in Subsection
      11.3(b).

    


    “Transferred
      Employees”
has
      the
      meaning set forth in Subsection
      8.7.

    


    “Voting
      Agreements”
has
      the
      meaning given above.

    


    “3
      in 1
      Software”
means
      any Chex Entities’ ATM software operating on an ATM wherein: (i) a consumer can
      be denied access to cash or other item of value at said ATM based upon any
      pre-set limit, including issuer or association imposed restraints on the
      consumer’s use of his or her credit card, charge card, on-line debit card,
      off-line debit card or other access device but can subsequently be granted
      access to the same account, or another account, for the desired cash or item
      of
      value following a prompt,


    
      
        
        

      

      
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    question
      or a roll-over wherein the consumer uses the same or a different credit card,
      charge card, on-line debit card, off-line debit card or access device (even
      if
      classified as the same transaction type); and (ii) the cash or item of value
      is
      provided to the consumer at a money location separate from the ATM terminal
      running the Chex Entities’ ATM software.

    


    4. Purchase
      and Sale.

    


    4.1 Purchase
      and Sale of Assets.

    


    (a) Purchase
      and Sale.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing Game
      Financial shall purchase from the Chex Entities and the Chex Entities shall
      irrevocably sell, convey, transfer, assign and deliver to Game Financial, free
      and clear of all Liens, other than Permitted Liens, all right, title and
      interest in and to the following assets (collectively, the “Assets”):
      (i) 
      the
      tangible assets described
      in Schedule
      6.4;
      (ii)
      all Licenses issued to or possessed by a Chex Entity or required for the
      operation of the Business or use of the Assets and all rights thereunder (each,
      a “Business License” and, collectively, the “Business Licenses”), except as set
      forth on Schedule
      4.1(a)(ii);
      (iii)
      all rights in, to and under the Assumed Contracts; (iv) all marketing, sales
      and
      promotional literature, market research studies, and subscriber research; books,
      records, files, documents, financial records, bills, accounting, internal and
      audit records relating to the Business (excluding Tax Returns); personnel
      records relating to Transferred Employees (but only to the extent permitted
      under applicable law); databases, operating manuals, customer and supplier
      lists
      and files relating to the Business, including customer lists, documents and
      records relating to past, present and prospective clients, such lists to be
      in
      both printed form and computer media ; (v) all Intellectual Property and
      Proprietary Rights used or useful in connection with the Business and the Chex
      Marks, all of which are set forth on Schedule
      4.1(a)(v),
      and all
      goodwill associated therewith, rights thereunder, remedies against infringements
      thereof, and rights under applicable Laws of all jurisdictions; (vi) all prepaid
      expenses, deposits and charges relating to the Business, except as otherwise
      specified on Schedule
      4.1(a)(vi);
      (vii)
      all rights, claims, credits, causes of action or rights of set-off against
      third
      parties relating to the Business or Assets, including claims pursuant to
      warranties, awards, advances, bonds, deposits, representations and guarantees
      made by suppliers, manufacturers, contractors and other third parties in
      connection with products or services purchased by or furnished for the Business
      but not, in any event, claims under the Business Insurance Policies (subject
      to
Subsection
      8.9
      below)
      or any Contracts included in the Excluded Assets or the litigation against
      Lisa
      Maulson (MN Case No. CT-03-020211) and the Howards (FL Case No. CACE 05-09184);
      (viii) all claims, rights and choses in action relating to the Assets against
      any Person, whether matured or unmatured, direct or indirect, known or unknown,
      absolute or contingent; (ix) all software, software systems, web-site
      applications, databases and database systems, whether owned, leased, or licensed
      and relating to the Business, including, but not limited to, all editorial,
      sales and design software, all of which are listed on Schedule
      4.1(a)(ix)
      (the
“Software”); (x) all accepted bids, work in process and outstanding proposals
      relating to the Business or Assets; (xi) all goodwill associated with the
      Business and/or the Assets; and (xii) all tangible and intangible property
      used
      in or useful to the Business other than the property identified on Schedule
      4.1(a)(xii).

    


    (b) Excluded
      Assets.
      Notwithstanding anything to the contrary in this Agreement, the Assets shall
      not
      include the following assets owned by a Chex Entity (together with the assets
      listed on exclusionary schedules under Subsection 4.1 above, collectively
      referred to as the “Excluded


    
      
        
        

      

      
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    Assets”):
      (i) all cash, cash equivalents (including checks) and securities (including
      ownership and equity participation rights in other companies), vault cash,
      and
      cash on hand in automated teller machines; (ii) all bank and other depository
      accounts; (iii) all accounts receivable and receivables due from Chex
      Affiliates; (iv) refunds of Taxes and Tax loss carry forwards; (v) Business
      Insurance Policies or other insurance policies relating to the Business, any
      refunds paid or payable in connection with the cancellation or discontinuance
      of
      any insurance policies applicable to the Business, and any claims made under
      any
      such insurance policies (other than “occurrence” based claims which are subject
      to Subsection
      8.9);
      (vi)
      the Benefit Plans and rights in assets associated with or allocated to the
      Benefit Plans ; (vii) rights under this Agreement, the Ancillary Agreements,
      the
      Purchase Price, or any agreement, certificate, instrument or other document
      executed and delivered by Game Financial in connection with the transactions
      contemplated by this Agreement; (viii) Chex Entities’ corporate record and
      minute books, stock registers, stock-transfer records and related files and
      records;(ix) the Maulson and Howard litigation described Subsection
      4.1(a)(vii) above);
      and (x)
the
      royalty-free, non-exclusive, non-transferable (except to a parent or subsidiary
      of a Chex Entity) right to retain a copy to use the customer database of the
      Chex Entities transferred to Game Financial (and for such use, the right to
      make
      and retain a copy thereof), but only for non-gaming-related purposes and only
      consistent with Subsection 8.11 below; provided, however, that the terms and
      conditions of this right to use shall be as mutually agreed by the parties
      prior
      to Closing (and the parties shall negotiate in good faith with respect to that
      agreement) and that such right is conditioned on being consistent with
      applicable Law.

    


    
      
        4.2
          Assumption
          of Liabilities.

      

    

    


    (a) Assumption.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing Game
      Financial shall assume from the Chex Entities only (I) the Liabilities contained
      in Schedule
      4.2(a),
      and
      (II) the following Liabilities that exist at Closing to the extent that they
      relate to the Business and the Assets (collectively, the “Assumed Liabilities”):
      all Liabilities first arising after the Closing Date and not resulting from
      the
      transactions contemplated by this Agreement under: (A) the Assumed Contracts,
      and (B) all Contracts entered into after the Effective Date of this Agreement
      that are not Assumed Contracts but that Game Financial has agreed to assume,
      in
      accordance with the terms of this Agreement; except to the extent 1) they arise
      out of any breach, act, omission or default by a Chex Entity; or 2) the
      associated Liabilities should have been paid, performed or otherwise discharged
      on or prior to the Closing Date. It is understood and agreed that nothing in
      this subsection shall constitute a waiver or release of any claims arising
      out
      of the contractual relationships between the Chex Entities and Game
      Financial.

    


    (b) Excluded
      Liabilities.
      Except
      for the Assumed Liabilities, Game Financial shall not assume or in any way
      be
      responsible for any Liabilities of the Chex Entities or their Affiliates
      (whether or not disclosed on a schedule). Without limiting the foregoing, and
      notwithstanding anything in Subsection
      4.2(a)
      to the
      contrary, the Assumed Liabilities shall not include, and Game Financial shall
      not assume, any of the following Liabilities (collectively, “Excluded
      Liabilities”) of the Chex Entities or their Affiliates: (i) any Liabilities with
      respect to the Excluded Assets; (ii) any Liabilities with respect to Taxes
      of
      any nature; (iii) any Liabilities or responsibilities relating to the employment
      or termination of employment by a Chex Entity or its Affiliate of any Person
      attributable to any action or inaction by a Chex Entity or its Affiliates on
      or
      prior to the Closing Date, including with respect to any Benefit Plan or
      arrangement of the Chex Entities or their Affiliates, or any severance
      retention, stay bonus or similar obligations owed by a Chex Entity or its
      Affiliates to any Person (including any Transferred


    
      
        
        

      

      
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    Employees);
      (iv) any Liability in connection with this Agreement or any other agreement
      for
      legal, accounting or broker’s fees, Taxes or other transaction costs incurred in
      connection with this Agreement or the consummation of the transactions
      contemplated by this Agreement; (v) any Liability owed to any shareholder or
      former shareholder of a Chex Entity or to any of their current or former
      Affiliates; (vi) any obligations with respect to bank accounts; (vii) any
      Liabilities resulting from any Action (whether or not pending or threatened
      on
      the date hereof and whether or not disclosed on any schedule); (viii) any
      Liabilities arising under or in connection with the Assumed Contracts that
      result from an act, omission, breach or default by a Chex Entity or its
      Affiliates; (ix) any Liabilities for indebtedness of borrowed money, letters
      of
      credit, capital leases or installment purchases; (x) any Liabilities under
      any
      applicable Environmental Law with respect to the time period prior to the
      Closing Date; (xi) any Liability associated with or arising under a Material
      Business Contract that is not an Assumed Contract, whether such Liability arises
      before or after Closing; (xii) all accounts payable; and (xiii) any other
      Liabilities not expressly assumed by Game Financial in this Agreement. The
      Chex
      Entities and their Affiliates will discharge when due all of their respective
      obligations and liabilities that are not expressly assumed by Game Financial
      in
      this Agreement.

    


    
      
        4.3
          Purchase
          Price, Prorations, and Cash Allocation.

      

    

    


    (a) Purchase
      Price.
      The
      purchase price (“Purchase Price”) for the Assets shall be: (i) Fourteen Million
      Dollars (US $14,000,000) in cash, subject to adjustments as provided in
Subsection
      4.3(b),
      and
      (ii) the assumption by Game Financial of the Assumed Liabilities pursuant to
      Subsection
      4.2.

    


    (b) Prorations.
      The
      purchase price shall be adjusted at and as of Closing as follows: (i) it shall
      be increased to reflect the value of prepaid liabilities which are part of
      the
      Assets, (ii) it shall be decreased to reflect the value of accrued but unpaid
      amounts in connection with the Assumed Liabilities. These are described on
      Schedule
      4.1(a)(vi).

     

    (c) Cash
      Allocation.
      At
      Closing, the Chex Entities shall transfer to Game Financial, free and clear
      of
      all Liens, all cash, including vault cash, booth cash, and cash in automated
      teller machines. Game Financial and the Chex Entities shall cooperate to
      calculate as precisely as possible the amount of such cash estimated to be
      transferred at Closing at least one (1) Business Day prior to Closing (the
      “Estimated Cash Amount”). At Closing, Game Financial shall, in addition to the
      Purchase Price, pay to Chex an amount equal to the Estimated Cash Payment by
      wire transfer of immediately available funds. Within fifteen (15) Business
      Days
      after the Closing Date, a mutually acceptable independent company hired for
      the
      purpose of determining the actual cash amount shall then calculate the final
      amount of such cash actually transferred at Closing (the “Actual Cash Amount”) .
      If the Actual Cash Amount is greater than the Estimated Cash Amount, then Game
      Financial shall pay the difference to Chex, and if the Actual Cash Amount is
      less than the Estimated Cash Amount, then Chex shall pay Game Financial the
      difference. Such payments shall be made within five (5) Business Days after
      the
      final determination by the above-described company. Game Financial and Chex
      shall equally share the costs of hiring the above-described independent
      company.

     

    (d) Allocation
      of Purchase Price.
      The
      Purchase Price shall be allocated by the parties within thirty (30) days
      following the Closing through arm’s-length negotiation and in a manner that
      properly reflects the fair market value of the Assets. The allocations made
      pursuant to this subsection


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    will
      be
      binding on all parties for all Tax purposes in connection with the purchase
      and
      sale of the Assets and will be
      consistently reflected by each party on its respective Tax Returns.

     

    4.4 Procedures
      for Non-Transferable Assets.
      If
      any
      property or right included in the Assets or the Assumed Liabilities is not
      assignable or transferable without the consent of a third party, and that
      consent is not obtained prior to the Closing Date, this Agreement, the Ancillary
      Agreements and any related instruments of transfer shall not constitute an
      assignment or transfer, and Game Financial shall not assume any of the Chex
      Entities’ associated obligations, but the Chex Entities shall diligently use
      their best efforts to obtain such consent as soon as possible after the Closing
      Date. With respect to each such property or right for which a necessary consent
      was not obtained prior to the Closing Date, the Chex Entities shall use
      commercially reasonable efforts to otherwise obtain for Game Financial, at
      no
      additional cost to Game Financial, the benefits of such property or right until
      such consent is obtained. 

    


    5. Closing.

     

    5.1 Time
      and Place.
      The
      consummation of the transactions contemplated by this Agreement shall take
      place
      at a closing (“Closing”) at the offices of Game Financial, 11601 Roosevelt
      Boulevard, St. Petersburg, Florida 33716. The parties shall use commercially
      reasonable efforts to close the transactions as soon as practicable, and in
      particular shall use commercially reasonable efforts to close the transactions
      by February 1, 2006. The date of the Closing shall be the “Closing Date.” For
      purposes of electronic transactions processing, the parties shall mutually
      agree
      on designated cut-off times to be used in determining precisely when
      transactions will begin to be processed for the account of Game
      Financial.

     

    5.2 Closing
      Deliveries of Game Financial.
      At the
      Closing, upon satisfaction or waiver of the conditions set forth in Subsection
      9.1,
      Game
      Financial shall deliver: (i) Fourteen Million Dollars (US$14,000,000) of the
      Purchase Price (“Closing Cash Payment”) by wire transfer of immediately
      available funds to Chex, the instructions for which shall be provided to Game
      Financial a reasonable time prior to Closing; and (ii) each
      of
      the instruments, certificates and other documents set forth in Subsection
      9.2.
      

     

    5.3 Closing
      Deliveries of the Chex Entities.
      At the
      Closing, upon satisfaction or waiver of the conditions set forth in Subsection
      9.2,
      the
      Chex Entities shall deliver to Game Financial each of the instruments,
      certificates, items and documents set forth in Subsection
      9.1.

    


    6. Representations
      and Warranties of the Chex Entities.
      The
      Chex
      Entities prepared
      and delivered (or caused to be prepared and delivered on its behalf) the
      schedules included in this Agreement that set forth any and all exceptions
      or
      supplemental information to the various representations, warranties and
      covenants contained in Sections 6 and 8 of this Agreement (“Schedules”), and
      delivered documents and materials pursuant to or in connection with this
      Agreement, and any and all modifications or amendments to those documents and
      materials were delivered with the Schedules. The disclosures set forth in the
      Schedules qualify or supplement only those representations, warranties and
      covenants specifically referenced and referred to in the relevant Schedule,
      and
      a disclosure or supplement related to any particular representation, warranty
      or
      covenant shall not qualify or supplement any other representation, warranty
      or
      covenant unless expressly stated. To induce Game Financial to enter into this
      Agreement and to


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    consummate
      the transactions contemplated by this Agreement, subject to the qualifications
      set forth in each relevant Schedule, the Chex Entities, jointly and severally,
      represent and warrant to Game Financial that each of the following is true
      and
      correct as of the Effective Date and
      will
      be true and correct as of the Closing Date:

     

    6.1 Organization
      and Share Ownership.
      Chex is
      a corporation duly organized, validly existing, and in good standing under
      the
      Laws of Minnesota. FastFunds is a corporation duly organized, validly existing,
      and in good standing under the Laws of Nevada. The Chex Entities have all
      requisite corporate authority to own, operate or lease the Assets as they are
      now owned, operated or leased, and to conduct the Business as presently
      conducted. The Chex Entities have furnished true and complete copies of their
      respective Organizational Documents. Schedule
      6.1(i)
      lists
      all jurisdictions in which the Chex Entities are qualified to conduct business
      as foreign corporations, and no qualifications to do business other than those
      listed on Schedule
      6.1(i)
      were
      required to operate the Business or own the Assets without material adverse
      effect on the Business. The Chex Entities do not have any Subsidiaries, and
      do
      not, directly or indirectly, own or have the right to acquire any equity
      interest in any other Person, except as described on Schedule
      6.1(i).
      Schedule
      6.1(i)
      also
      lists: (i) all locations with respect to the Business or Assets where the Chex
      Entities currently own or lease real property, have an office, or place of
      business; and (ii) all trade names under which the Chex Entities and their
      respective predecessors have operated, if different from their present legal
      name, at any time since October 1, 1995. Schedule
      6.1(ii) 
      lists
      all the authorized equity securities of Chex and FastFunds, and all the issued
      and outstanding equity securities of Chex and FastFunds. FastFunds owns all
      the
      issued and outstanding equity securities of Chex, and no other Person has any
      rights to obtain or vote the equity securities of Chex, except as set forth
      on
Schedule
      6.1(ii).
      As of
      the date of this Agreement and the record date for determining eligibility
      to
      vote on this Agreement and the transactions contemplated hereby Equitex owns
      and
      will own at least 73% of the issued and outstanding common stock of FastFunds,
      and Equitex’s vote (as the majority shareholder of FastFunds) in favor of this
      Agreement and the transactions contemplated hereby constitutes the requisite
      FastFunds stockholder approval therefor. Only holders of FastFunds common stock
      issued and outstanding on such record date shall have or will have voting rights
      with respect to the transactions contemplated by this Agreement. Neither
      FastFunds nor the Assets constitute all or substantially all the business,
      operations or assets of Equitex.

    


    6.2 Authority.
      Each
      Chex Entity has
      all
      requisite corporate power and authority to: (i) enter into and deliver this
      Agreement; (ii) perform its obligations under this Agreement and each Ancillary
      Agreement; and (iii) consummate the transactions contemplated by this Agreement
      and each Ancillary Agreement to which it is a party. The execution and delivery
      of this Agreement and each Ancillary Agreement by the Chex Entities, the
      performance by them of their obligations under this Agreement and each Ancillary
      Agreement, and the consummation by them of the transactions contemplated by
      this
      Agreement and each Ancillary Agreement have been duly authorized by all
      necessary corporate and stockholder action. This Agreement has been,
and
      the
      Ancillary Agreements have been or shall be (as the case may be),
      duly
      executed and delivered by the Chex Entities. This Agreement constitutes, and
      each of the Ancillary Agreements to which a Chex Entity is a party when so
      executed and delivered, will constitute a legal, valid and binding obligation
      of
      such Chex Entity, enforceable against it in accordance with its
      terms.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    6.3 Required
      Consents.
      Except
      as specified on Schedule
      6.3
      (the
“Required Consents”), no consent, order, authorization, approval, declaration or
      filing, including, without limitation, any consent, approval or authorization
      of
      or declaration or filing with any Governmental Authority or other Person or
      any
      party to an Assumed Contract or other Contract that will be an Assumed
      Liability, is required on the part of any Chex Entity for or in connection
      with
      the execution, delivery or performance of this Agreement or the conduct of
      the
      Business by Game Financial after the Closing, or to prevent a default under
      any
      Contract relating to the Business to which a Chex Entity is a party. The Chex
      Entities have no reason to believe that any of the Required Consents will not
      be
      obtained. Subject to obtaining the Required Consents, the execution, delivery
      and performance of this Agreement and each Ancillary Agreements by the Chex
      Entities will not result in any violation of, be in conflict with, or
      constitute a default (with or without the giving of notice and/or passage of
      time) under, any Organizational Document, License, Law, Contract, or
      Governmental Order to which a Chex Entity is a party or by which a Chex Entity
      is bound; nor will these actions result in: (i) the creation or acceleration
      of
      any Lien on any of the Assets of Chex; (ii) the acceleration or creation of
      any
      material obligation of Chex; or (iii) the forfeiture of any material right
      or
      privilege of Chex or the Business. Neither this Agreement nor the transactions
      contemplated hereby give rise to dissenters, appraisal or similar rights for
      the
      shareholders of FastFunds or Equitex. The transactions contemplated hereunder
      will give rise to dissenters’ rights in favor of FastFunds as the sole
      shareholder of Chex, which FastFunds agrees not to assert and hereby irrevocably
      waives with respect to this Agreement and the transactions contemplated hereby.
      Without limiting the generality of the foregoing, the Chex Entities have
      obtained all necessary consents and approvals for entering into this Agreement
      and the Ancillary Agreements and consummating the transactions contemplated
      herein and therein, from Equitex, Pandora and Whitebox.

    


    6.4 Equipment
      and Tangible Property.
      Schedule
      6.4
      contains
      a list of all equipment and tangible personal property (except for
      non-capitalized leased equipment) of the Chex Entities used in the Business,
      other than any equipment and tangible personalty comprising Excluded Assets.
      All
      such property is adequate and usable for the purpose for which it is currently
      used, is in good operating condition and repair, and has been properly
      maintained. All
      lessors of the Assets have performed and satisfied their respective duties
      and
      obligations under the leases governing the use of those Assets, and no Chex
      Entity has brought or threatened any Action against any relevant lessor for
      failure to perform and satisfy its duties and obligations under any such
      lease.

     

    6.5 Intellectual
      Property and Proprietary Rights.
      Schedule
      4.1(a)(v)
      contains
      a complete and accurate list of all Intellectual Property and Proprietary Rights
      used in the operation of the Business, and all such Intellectual Property and
      Proprietary Rights are included in the Assets. There is no reasonably
      foreseeable or threatened loss or expiration of any Intellectual Property or
      Proprietary Rights included in the Assets. The Chex Entities have taken
      commercially reasonable and appropriate actions to maintain and protect such
      Intellectual Property and Proprietary Rights. The Chex Entities have good and
      marketable title to, or valid and continuing licenses to use, Intellectual
      Property and Proprietary Rights and
      other
      intangible assets used in the operation of the Business free and clear of all
      Liens. As
      of the
      Closing Date, the Chex Entities shall have assigned all ownership in the
      Intellectual Property and Proprietary Rights listed in Schedule
      4.1(a)(v)
      to Game
      Financial, and such Intellectual Property and Proprietary Rights are not and
      will not be subject to any Liens. That Intellectual Property and those
      Proprietary Rights include all of the Intellectual Property and Proprietary
      Rights necessary and/or used to conduct the Business as currently conducted
      and
      proposed to be conducted. To the Knowledge of the


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Chex
      Entities, the Business and the Assets do not infringe upon the Proprietary
      Rights or other rights or interests of any Person. There are no present or
      threatened Actions relating to infringement of Proprietary Rights by any Person.
      Except as set forth in Schedule
      6.5,
      there
      are no pending or threatened proceedings or litigation or other adverse claims
      by any Person against a Chex Entity relating to the ownership or use of any
      Proprietary Rights used in the operation of the Business or the Intellectual
      Property listed in Schedule
      4.1(a)(v).
      Except
      as listed on Schedule
      6.5,
      to the
      Knowledge of the Chex Entities, no Person has or is currently infringing or
      diluting any of the rights of the Chex Entities in or to that Intellectual
      Property and Proprietary Rights. Except as set forth on Schedule
      6.5,
      no such
      Intellectual Property or Proprietary Rights have been abandoned, and none are
      subject to any outstanding Governmental Order, written restriction or agreement
      restricting their scope of use. Except as indicated on Schedule
      6.5,
      each
      of the registered Chex Marks, Intellectual Property and Proprietary Rights
      set
      forth in Schedule
      4.1(a)(v)
      were
      duly registered, and those registrations remain in full force and effect. Except
      as set forth on Schedule
      6.5,
      to the
      Knowledge of the Chex Entities, there are no material infringing or diluting
      uses of any of the Chex Marks, Intellectual Property or Proprietary Rights
      included in the Assets. Except as set forth on Schedule
      6.5,
      no Chex
      Entity has granted any license (other than such licenses and permissions for
      one-time or limited use granted in the ordinary course of business) to any
      Person to use any of the Intellectual Property or Proprietary Rights listed
      in
Schedule
      4.1(a)(v).
      That
      Intellectual Property and those Proprietary Rights are not subject to any
      transfer, assignment, site, equipment, or other operational limitation. All
      assigned Intellectual Property and Proprietary Rights include, to the extent
      applicable, the source code, system documentation, statements of principles
      of
      operation and schematics, as well as any pertinent commentary, explanation,
      program (including compilers), techniques, tools, and higher level or
“proprietary” language used for development, maintenance, implementation and/or
      use, so that a trained computer programmer could develop, maintain, support,
      compile and use all releases or separate versions. There are no agreements
      or
      arrangements in effect with respect to the marketing, distribution, licensing
      or
      promotion of the assigned Intellectual Property and Proprietary Rights by any
      Person other than as disclosed in Schedule
      6.6(a)(i).
      All
      employees, agents, consultants or contractors who contributed to or participated
      in the creation or development of any assigned Intellectual Property and
      Proprietary Rights: (i) are a party to a “work-for-hire” agreement under which a
      Chex Entity or its predecessor in interest is deemed to be the original
      owner/author of all property rights therein; or (ii) have executed an assignment
      or an agreement to assign to a Chex Entity or its predecessor in interest all
      right, title and interest in such material. All of the foregoing representations
      and warranties in this Subsection
      6.5
      are
      subject to the qualification contained in the last sentence of Subsection
      6.26
      below.

    


    6.6 Material
      Business Contracts and Assumed Contracts.

    


    (a) Listing.
      Schedule
      6.6(a)
      contains
      a complete and accurate list of the following Contracts that relate to the
      Business (each, a “Material Business Contract” and, collectively, the “Material
      Business Contracts”): (i) Contracts with respect to which there is any Liability
      that equals or exceeds ten thousand dollars (US$10,000.00), contingent or
      otherwise, or which may extend for a term of greater than one (1) year after
      the
      Closing Date; (ii) Contracts with any Person that purport to restrict the use
      of
      the Assets or the Business’ information or restrict the use of the Software in
      any location, including any covenant not to compete or any Contracts imposing
      exclusive dealing obligations; (iii) employment, collective bargaining,
      severance, stay bonuses, retention, consulting, employee benefit and similar
      plans and agreements; (iv) agreements under which a Chex Entity is obligated
      to
      indemnify or hold harmless, or entitled to indemnification from, any other
      Person, or agreements under which a Chex


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Entity
      is
      obligated to pay liquidated damages; (v) Contracts between a Chex Entity and
      any
      stockholder, director, officer or employee or other Affiliate; (vi) Contracts
      under which the amount payable by a Chex Entity is dependent on the revenues
      or
      income or similar measure of the Business, or in which a Chex Entity is
      obligated to pay royalties, commissions or similar payments to any person or
      entity; (vii) pledges, security agreements, sale/leaseback arrangements and
      equipment leases; (viii) License and other similar arrangements where a Chex
      Entity is either licensee or licensor with respect to any Intellectual Property
      or Proprietary Rights of the Business; (ix) Contracts to which a Chex Entity
      is
      a party relating to the borrowing of money, the capital lease or purchase on
      an
      installment basis of any Asset, or the guarantee of any of the foregoing, if
      any
      of the foregoing has or could create a Lien on the Assets; (x) joint venture,
      strategic alliance, partnership or other similar agreements; (xi) barter,
      currency, interest rate swap, hedge or broker Contracts; (xii) any Contracts
      relating to the lease, license or rental of any data, information or lists,
      whether a Chex Entity is the provider or consumer of such information;
      (xiii)
      all
      material agreements with suppliers, vendors, manufacturers, contractors and
      other third parties in connection with the Business; (xiv) any Contract that
      restricts the ability of persons to compete with the Business or with a Chex
      Entity, including any Contract granting exclusive rights to a Chex Entity;
      and
      (xv)
      to the extent not already specifically listed, any other Contract or agreement
      material to the Business. Schedule
      6.6(a)
      includes, with respect to each Material Business Contract, the names of the
      parties, the date thereof, and the title of the Agreement. The Chex Entities
      have furnished Game Financial with copies of all Material Business Contracts
      (or
      written summaries, in the case of Material Business Contracts that are oral),
      including all amendments, modifications or supplemental arrangements, and any
      further information that Game Financial has reasonably requested in connection
      therewith. Notwithstanding anything else to the contrary in this Agreement
      or
      the Schedules, there are no sales agency, distributorship, agency, joint
      marketing or similar agreements pursuant to which a Person has the right to
      receive, from and after Closing, royalties, retention payments, commissions
      or
      similar payments with respect to the Assets, Assumed Contracts or the sales
      or
      income generated therefrom (collectively, “Ongoing Commissions”), except as
      disclosed on Schedule
      6.6(a), paragraph (xvi).
      The
      parties and third party beneficiaries to the Assumed Contracts are only Chex
      and/or FastFunds and the end-user Person purchasing services from Chex or
      FastFunds. No sales representative, agent, distributor or similar Person is
      a
      party to or third party beneficiary of any of the Assumed Contracts (except
      that
      First American Financial Solutions is a party to cash access service agreements
      with Hawks Prairie Casino and Northstar Casino).

    


    (b) Except
      as
      set forth in Schedule
      6.6(b):
      (i)
      each Assumed Contract represents a valid, binding and enforceable obligation
      of
      the applicable Chex Entity in accordance with its respective terms and
      represents a valid, binding and enforceable obligation of each of the parties
      thereto; (ii) there have been no amendments, modifications or supplemental
      arrangements to or with respect to any Assumed Contract; (iii) there is no
      event
      that has occurred or existing condition (including the execution and delivery
      of
      this Agreement and the consummation of the transactions contemplated by this
      Agreement) that, upon the happening of an event and/or the passage of time,
      would constitute a material default or breach under any Assumed Contract by
      the
      Chex Entity that is a party, or would cause the acceleration of any obligation
      of that Chex Entity, give rise to any right of termination or cancellation
      by
      any party other than such Chex Entity, cause the creation of any Liens
      on
      any of the Assets, or give rise to a right of indemnification by any party
      other
      than such Chex Entity; (iv) to the Knowledge of the Chex Entities, none of
      the
      Material Business Contracts, individually or in the aggregate, constitutes
      an
      unlawful restraint of trade under any applicable Law; and (v) no Chex Entity
      is
      aware of: (A) any
      supplier
      or client of the Business that intends to discontinue or substantially diminish
      or change its


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    relationship
      with the Business or the terms of its relationship with the Business, (B) any
      supplier of the Business that intends to increase prices or charges for goods
      or
      services presently supplied, or (C) any supplier to the Business that is likely
      to become unable to continue its relationship with the Business, or supply
      the
      goods or services that it currently supplies to the Business, without
      significant change in the terms and conditions of its arrangement with the
      Business. No Chex Entity has reason to believe that any party to an Assumed
      Contract will not timely fulfill all of its obligations
      thereunder in all material respects.

     

    6.7 Business
      Licenses.
      The
      Chex Entities own or possesses all right, title and interest in and to all
      Business Licenses that are necessary
      as of the Effective Date for the ownership, maintenance and operation of the
      Business and Assets, and neither the Chex Entities nor their predecessors have
      been since December 31, 1998, in violation of such Business
      Licenses. Schedule
      6.7
      contains
      a list of all Business
      Licenses necessary for the ownership, maintenance and operation of the Business
      and Assets, with the following identifying information: the Governmental
      Authority issuing such Business License, the Business License number, the dates
      of issuance and their duration, and the type of Business License. All such
      Business Licenses are in full
      force
      and effect, and no Chex Entity is in material violation of the terms of any
      such
      Business License. Except as indicated on Schedule
      6.7,
      no
      loss or expiration
      of any such Business License is pending or threatened.  

     

    6.8 Business
      Employees.
       

     

    (a) Schedule
      6.8
      lists
      all employees of a Chex Entity who, as of the Effective Date, have employment
      duties primarily related to the Business, including (and designating as such)
      any employee that is an inactive employee on paid or unpaid leave of absence,
      short-term disability or long-term disability, and indicating the date and
      location of employment, current title, compensation, and other benefits accrued
      as of a recent date. No employee of a Chex Entity is obligated under any
      Contract, or subject to any Governmental Order, that would interfere with that
      employee's duties to a Chex Entity or to Game Financial (if such employee is
      a
      Transferred Employee) or
      that
      would conflict or interfere with the Business.

     

    (b) Each
      employee set forth in Schedule 6.8 that remains employed by a Chex Entity
      immediately prior to the Closing (whether actively or inactively), and each
      additional employee that is hired to work primarily in the Business following
      the Effective Date, but prior to Closing, who remains employed by a Chex Entity
      immediately prior to the Closing (whether actively or inactively), is referred
      to herein individually as a “Business Employee” and, collectively, as the
“Business Employees.” No Business Employees are or have been covered by a union
      or collective bargaining agreement with respect to their employment by a Chex
      Entity or are represented by a labor organization. There are no existing,
      pending or threatened strikes, work stoppages
      or lockouts related to the Business Employees. There has been no attempt by
      any
      union or other labor organization to organize employees of any Chex Entity
      at
      any time in the past five (5) years. There are no union organizational campaigns
      in progress with respect to the Business Employees or any
      questions concerning representation with respect to such Business Employees.
      There are no unfair labor practice charges or complaints pending or threatened
      against any Chex Entity with any Governmental Authority. The Chex Entities
      have
      complied with all applicable Laws
      regarding wages, hours, health and safety, payment of national insurance,
      withholding and other taxes, maintenance of worker’s compensation insurance,
      labor


    
      
        
        

      

      
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    and
      employment relationships, employment discrimination, and other applicable
      employment and employment related practices.

    


    (c) The
      transactions contemplated by this Agreement and the Ancillary Agreements do
      not
      trigger or violate the Worker Adjustment and Retraining Notification Act or
      any
      similar state or local requirement.

    


    
      
        6.9
          Employee
          Compensation and Benefits Plans

      

    

    


    (a) Schedule
      6.9(a)
      contains
      a true
      and
      complete list of each Benefit Plan. Except as set forth on Schedule
      6.9(a),
      there
      are no benefits to which any Business Employee is entitled and there are no
      benefits or Benefit Plans to which a Chex Entity has any obligation. There
      are
      no benefits or Benefit Plans for which Game Financial will have any obligation
      after the Closing Date. The Chex Entities have
      delivered to Game Financial a copy of each Benefit Plan, a summary plan
      description, and other written plan material (or if unwritten, a reasonably
      detailed description of such Benefit Plan).

    


    (b) Except
      as
      set forth in Schedule
      6.9(b),
      the
      consummation of the transactions contemplated by this Agreement will not, either
      alone or in combination with another event: (i) entitle any Business Employee
      any bonus, severance pay, unemployment compensation or any other payment; (ii)
      accelerate the time for payment or vesting under any Benefit Plan; (iii)
      accelerate the time of payment or vesting, or increase the amount of any
      compensation or benefits due to any Business Employee; (iv) increase or secure
      (by way of trust or other vehicle) any benefits payable under any Benefit Plan.
      The Chex Entities shall be solely liable and responsible for the payment of
      any
      bonus, severance pay, unemployment compensation or any other payments listed
      on
Schedule
      6.9(b).

    


    (c) With
      respect to each Benefit Plan: (i) the Benefit Plan has been operated, managed,
      administered and enforced in accordance with its governing documents and all
      applicable Laws, regulations and rulings; (ii) no breach of fiduciary duty
      has
      occurred with respect to which a Chex Entity or any Benefit Plan may be liable
      or otherwise damaged in any material respect; (iii) no material disputes nor
      any
      audits or investigations by any Governmental Authority are pending or are
threatened,
      and no such completed audit, if any, has resulted in the imposition of any
      Tax,
      interest or penalty;
      (iv) all
      contributions, premiums, and other payment obligations have been accrued on
      the
      combined Financial Information of the Chex Entities in accordance with GAAP,
      and, to the extent due, have been made on a timely basis, in
      all
      material respects; (v) each Benefit Plan that purports to provide benefits
      that
      qualify for tax-favored treatment under applicable Law satisfies the
      requirements of such Law; (vi) no Action (other than for routine claims for
      benefits) are pending or threatened against any of the Benefit Plans or any
      fiduciary, administrator, sponsor (in their capacities as such), or other
      party-in-interest thereof; (vii) the Chex Entities have
      expressly reserved in itself the right to amend, modify or terminate such
      Benefit Plan, or any portion of it, at any time without Liability to the
      relevant Chex Entity; and (viii) no such Benefit Plan requires a Chex Entity
      to
      continue to employ any Business Employee or director.



    
      
        
        

      

      
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    6.10 Financial
      Information.
      The
      income statements and balance sheets,
      together with any related notes and schedules, for
      each of
      the years ended December 31, 2003 and December 31, 2004, and the statements
      of
      income and cash
      flow, together with any related notes and schedules, for the periods then ended
      and the auditor’s report thereon, for FastFunds as
      reviewed by Gelfond Hochstadt Pangburn, P.C. (including related Chex financial
      statements) (collectively, the “Year-End Statements”), and unaudited statements
      of income for the nine (9) month period ending September 30, 2005 (“Stub
      Statements”) and an unaudited balance sheet for the Business as of September 30,
      2005 (“Balance Sheet” and, collectively with all of the foregoing financial
      information, the “Financial Information”) are publicly available as (i) exhibits
      to that certain current report on Form 8-K filed by FastFunds with the SEC
      on
      September 14, 2004, (ii) contained in FastFunds’ annual report on Form 10-K
      filed with the SEC on April 15, 2005, and (iii) contained in FastFunds’
quarterly report on Form 10-Q filed with the SEC on November 14, 2005. The
      Financial Information (as defined herein) and other financial information
      provided to Game Financial and its Affiliates have been prepared from books
      and
      records maintained consistent with past practice and in accordance with GAAP.
      Each of the Year-End Income Statements and the Stub Statements, and the other
      Financial Information (as defined herein) and other financial information
      provided to Game Financial or its Affiliates are complete and accurate in all
      material respects and fairly represent the financial condition of the Business
      as of the respective dates thereof. To the Knowledge of the Chex Entities,
      they
      have disclosed to Game Financial all material facts relating to the preparation
      of the Financial Information (as defined herein) and other financial information
      provided to Game Financial or its Affiliates.

    


    6.11 Real
      Property.
      The
      Assets do not include any real property or any interest in real property,
      including leases, subleases, easements or licenses.

    


    6.12 Litigation;
      Governmental Orders.
      Except
      as set forth in Schedule
      6.12,
      there
      are no, and for four (4) years prior to the Effective Date there have been
      no,
      pending or threatened Actions (or any basis therefor) by any Person or
      Governmental Authority against any Chex Entity that relates to, or could affect,
      the Business, revenues or the Assets, or against any director, officer or
      shareholder of a Chex Entity that relates to the foregoing, nor, to the
      Knowledge of the Chex Entities, is there any basis for any of the foregoing.
      No
      Chex Entity is subject to or bound by any Governmental Order relating to the
      Business or the Assets. No director, officer or shareholder of a Chex Entity
      is
      subject to or bound by any Governmental Order that relates to the affairs of
      the
      Business. To the Knowledge of the Chex Entities, there are no facts or
      circumstances that may result in the institution of an Action involving or
      affecting the Assets, the Business or the transactions contemplated by this
      Agreement or the Ancillary Agreements. Except as disclosed on Schedule
      6.12,
      there
      is no Action by a Chex Entity pending or threatened against others. The
      litigation involving Lisa Maulson and the Howards does not relate to any Assumed
      Contracts.

    


    6.13 Compliance
      with Law.
      The
      Chex Entities are
      not in
      default under or in violation of: (i) their Organizational Documents; or (ii)
      any Governmental Order or Law. The Business
      has been conducted in material compliance with all Laws and Governmental Orders
      applicable to it. Except as set forth in Schedule
      6.13,
      the
      Chex Entities are in compliance with, and have not received any claim or notice
      that they are not in compliance with, their respective
      Organizational


    
      
        
        

      

      
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    Documents
      and any Law or Governmental Order applicable to them. The Chex Entities have
      provided
      all legally required and reasonably appropriate training to their employees
      and
      agents regarding compliance with applicable Governmental
      Orders
      and Laws.

    


    6.14 Environmental
      Matters.
      Except
      as disclosed in Schedule
      6.14:
      (i) the
      ownership and use of the Assets and the conduct of the Business are in
      compliance in all material respects with all Environmental Laws; (ii) the Chex
      Entities hold and are in compliance with all Licenses required under
      Environmental Laws applicable to the conduct of the Business as presently
      conducted; (iii) the Chex Entities have not received notice of, nor does any
      Chex Entity have any Knowledge of a basis for, any Action by any Person or
      Governmental Authority alleging a violation of or Liability under any
      Environmental Law; (iv) to their Knowledge, there has been no spilling, leaking,
      pumping, pouring, emitting, emptying, discharging, injecting, escaping,
      leaching, dumping or disposing of a Hazardous Substance at any real property
      previously owned, leased or operated by a Chex Entity that violates or is
      reasonably likely to lead to any Liability arising under an Environmental Law;
      and (v) the Chex Entities have not used any Hazardous Substances in connection
      with the Business.

    


    6.15 Insurance.
      The
      Chex Entities maintain insurance on the Assets and the Business, covering such
      risks, in such amounts, with such terms and with such insurers as are reasonable
      in light of the Business and consistent with industry practice (“Business
      Insurance Policies”). Schedule
      6.15
      contains
      a list and brief description of all Business Insurance Policies or binders
      of
      insurance that provide coverage for any of the Assets or other assets used
      in
      connection with the Business (in each case specifying the insurer, the amount
      of
      coverage, and the type of insurance). All premiums due under the Business
      Insurance Policies have been paid and all of the Business Insurance Policies
      are
      in full force and effect. All liability insurance policies are on an
“occurrence” basis. The Business Insurance Policies are in amounts adequate to
      cover losses on physical assets, and in amounts sufficient to avoid the
      operation of any coinsurance provision. There is no default with respect to
      any
      material provision contained in any such Business Insurance Policy, and no
      notice of cancellation or non-renewal of, or proposed material increase in
      the
      premiums payable for coverage under, any such Business Insurance Policy has
      been
      received. There are no outstanding surety or performance bonds with respect
      to
      the Business.

    


    6.16 Transactions
      with Affiliates.
      Except
      as disclosed on the periodic reports of FastFunds filed with the Securities
      and
      Exchange Commission on Forms 10-K, 10-Q and 8-K, or as set forth in Schedule
      6.16,
      no
      shareholder, officer, director or employee of a Chex Entity or any of their
      Affiliates, or any immediate family member of any of the foregoing: (a) has
      borrowed money from, or loaned money to, the Business that remains outstanding;
      (b) has any ownership interest in or Lien on any of the Assets; (c) provides
      any
      services to the Business; (d) is a party to any Contract that relates to the
      Business or the Assets; (e) competes with the Business; or (f) provides services
      similar to that provided by the Business anywhere in the world.

    


    6.17 Taxes.

    


    (a) All
      Tax
      Returns required to be filed by or on behalf of the Chex Entities have been
      duly
      filed on a timely basis. The Chex Entities shall prepare and file Tax Returns
      for all periods ending on or prior to the Closing Date. All Tax Returns are
      true, complete, correct


    
      
        
        

      

      
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    and
      show
      the proper amount due. The Chex Entities shall permit Game Financial to review
      and comment on any Tax Returns to be filed after the Effective Date that relate
      in any way to income derived from the operation of the Business prior to their
      filing. The Chex Entities shall pay any Taxes owed with respect to such periods.
      All Taxes owed by a Chex Entity for a taxable period or partial taxable period
      ending on or before the Closing Date have been timely paid or will be timely
      paid by the applicable Chex Entity prior to the Closing. Game Financial has
      been
      supplied with true and complete copies of each Tax Return of the Chex Entities
      based on income received (in who or in part) from the Business that were filed
      for the last three (3) taxable years. The Chex Entities: (i) have never been
      audited or received notice of initiation thereof by any Governmental Authority
      for which the statute of limitations for assessment of Taxes remains open;
      (ii)
      have never extended any applicable statute of limitations regarding Taxes for
      which the statute of limitations for assessment of Taxes remains open; (iii)
      are
      not liable, contractually or otherwise, for the Taxes of any other Person (other
      than withholding Taxes arising in the ordinary course of business); (iv) are
      not
      a party to any allocation or sharing agreement with respect to Taxes, and (viii)
      have never participated in the filing of any consolidated, combined or unitary
      Tax Return.

    


    (b) No
      property used by a Chex Entity in the operation of the Business is tax-exempt.
      None of the Assets secures a debt where the interest is tax-free.

    


    (c) The
      Chex
      Entities are not a party to any joint venture, partnership or other arrangement
      or contract that could be treated as a partnership for income tax
      purposes.

    


    (d) There
      are
      no security interests in any of the Assets that relate to a failure (or alleged
      failure) to pay any Tax.

    


    6.18 Absence
      of Changes or Events.
      Except
      as set forth in Schedule
      6.18,
      the
      Chex Entities have operated the Business only in the usual and ordinary course
      since December 31, 2004, and there has not been: (i) any event, circumstance
      or
      condition that has had or that would reasonably be expected to cause a Material
      Adverse Change before or after the Closing; (ii) any
      deviation from operating the Business in the ordinary course of business
      consistent with prior practices; (iii) any damage,
      destruction or casualty loss, whether covered by insurance or not, that
      individually or in the aggregate exceeds twenty-five thousand dollars
      (US$25,000.00); (iv) any acquisition or sale, transfer or other disposition
      of
      assets other than in the ordinary course of business consistent with past
      practice or any Lien placed upon any assets of a Chex Entity; (v) any increase
      in compensation of any Business Employees; and (vi) except as expressly
      contemplated by this Agreement, any entry into any agreement, commitment or
      transaction (including, without limitation, any borrowing or capital financing)
      that is material to the Business or operations of the Assets, except agreements,
      commitments or transactions in the ordinary course of business consistent with
      past practices. Except as disclosed in Schedule
      6.18,
      since
      December 31, 2004, the Chex Entities have not taken any action that would have
      been prohibited by Subsection
      8.1
      if this
      Agreement had been in effect.

     

    6.19 Sufficiency
      of Assets.
      Except
      as listed on Exhibit
      6.19,
      the
      Assets include all assets currently used in or necessary for the conduct of
      the
      Business and are adequate to conduct the operations of the Business as currently
      conducted and as proposed to be conducted. The


    
      
        
        

      

      
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    Assumed
      Contracts include all Contracts currently used in or necessary for the conduct
      of the Business. Subject to the qualification in Subsection
      6.26,
      the
      Chex Entities have good title to or a valid leasehold or license interest in
      each item of personal property used by it in the Business and included in the
      Assets (including good and marketable title to all assets reflected on the
      Balance Sheet, other than those disposed of during the last year in the ordinary
      course of business consistent with past practice), free and clear of any Lien
      other than Permitted Liens. All material operating assets included in the Assets
      are adequate and usable for the purpose for which they are currently used,
      are
      in good operating condition, and have been properly maintained. The delivery
      to
      Game Financial of the instruments of transfer of ownership contemplated by
      this
      Agreement will, upon such delivery, vest good and marketable title to or a
      valid
      Leasehold or license interest in the Assets in Game Financial, free and clear
      of
      any Liens, other than Permitted Liens. Without limiting the foregoing, and
      except as disclosed on Schedule
      6.19,
      no
      Person other than a Chex Entity owns or has an ownership interest of any kind
      in
      the Assets (including the Assumed Contracts). In addition, the Assets are free
      in all material respects from any defects (either patent or latent). The current
      ownership, use and/or occupancy of the Assets does not violate any instrument,
      agreement, restriction or law affecting the Assets.

    


    6.20 Brokers.
      Except
      as set forth on Schedule
      6.20,
      no
      finder, broker, agent, financial advisor or other intermediary has acted on
      behalf of a Chex Entity or a Chex Affiliate in connection with the negotiation
      or consummation of this Agreement or the transactions contemplated herein and
      no
      such Person is entitled to any fee, payment, commission or other consideration
      in connection therewith.

    


    6.21 Prepaids
      by Chex.
      Schedule
      6.21
      is a
      complete and accurate list of all prepaids included in the Assets, and such
      prepaids are valid and enforceable claims, subject to no set-off or counterclaim
      and fully collectible net of any reserves without resort to litigation. All
      such
      prepaids arose out of bona fide transactions in the ordinary course of business.
      

    


    6.22 Prepaid
      Service Fees to Chex.
      Schedule
      6.22
      is a
      list, as of the Closing Date, of the outstanding prepaid service fees paid
      to
      any Chex Entity relating to the Business, segregated by the appropriate Chex
      Entity and the month and year for which the related service will be fulfilled.
      None of these prepaid fees represents more than three (3) months of
      prepayment.

    


    6.23 Absence
      of Undisclosed Liabilities.
      The
      Chex Entities have no Liabilities relating to the Business other than: (a)
      the
      Excluded Liabilities; (b) the Liabilities set forth on the Balance Sheet; (c)
      obligations of future performance under the Material Business Contracts and
      Business Licenses; and (d) Liabilities that have arisen since October 1, 2005
      in
      the ordinary course of business or otherwise in accordance with this Agreement,
      including Subsection
      8.1.

    


    6.24 Books
      and Records.
      The
      books, records and accounts of the Business: (a) have been maintained in
      accordance with good business practices on a basis consistent with prior years;
      (b) are stated in reasonable detail and accurately and fairly reflect the
      transactions related to the Business; and (c) accurately and fairly reflect
      the
      basis for the Financial Information. The Chex Entities have devised and
      maintained systems of internal accounting controls sufficient to provide
      reasonable assurances that: (i) transactions are executed in accordance with
      management’s general or specific authorization; and (ii) transactions are
      recorded as necessary


    
      
        
        

      

      
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    (A)
      to
      permit preparation of Financial Information in conformity with GAAP and (B)
      to
      maintain accountability for Assets.

    


    6.25 Projections.
      All
      projections provided to Game Financial or its Affiliates were prepared in good
      faith and were based on assumptions believed to be reasonable. There are no
      facts or circumstances currently known that would make such projections
      impossible to achieve in all material respects.

    


    6.26 Software.
      The
      Chex Entities have good and marketable title to the Software, as well as all
      portions thereof and all data and information comprising such Software. As
      of
      the Closing, the Chex Entities will assign to Game Financial sole and exclusive
      ownership of the Software and all associated Proprietary Rights, free of any
      Liens. The Software does not infringe upon the Proprietary Rights or other
      rights or interests of any Person, and there are no present or threatened
      infringement Actions relating to the Software by any Person. No Person is
      entitled to royalties or any other payments with respect to the Software. Except
      as set forth in Schedule
      6.6(a),
      no Chex
      Entity has granted a license with respect to the Software. Notwithstanding
      the
      foregoing or any other provision of this Agreement (but subject to Section
      10
      (Indemnification)), the Chex Entities make no representations and warranties
      of
      intellectual property non-infringement with respect to the 3 in 1 Software
      and
      United States Letter Patent No. 6,081,792. The 3 in 1 Software is loaded, and
      immediately prior to Closing will be loaded, only on the ATM’s described on
Schedule
      6.26.
      For
      avoidance of doubt, it is the intention of the parties that the Chex Entities
      are solely responsible for, and that Game Financial bears and assumes no
      responsibility for, any claims or Liabilities related to or arising out of
      the
      use, license, ownership or operation of the 3 in 1 Software prior to
      Closing.

    


    6.27 Disclosure.
      No
      Ancillary Agreement, Schedule (including the Financial Information as defined
      in
      Section 6.10 above and all other financial information provided to Game
      Financial and its Affiliates) or any certificate delivered by or on behalf
      of
      any Chex Entity in connection with this Agreement or the Closing of the
      transactions contemplated herein contains any untrue statement of a material
      fact or omits any material fact necessary in order to make the statements
      contained herein and therein not misleading. To the Knowledge of the Chex
      Entities, there is no fact that materially and adversely affects the Business,
      Assets, properties, operations, prospects, condition (financial or otherwise),
      results of operations or Liabilities of the Business that has not been set
      forth
      or disclosed in this Agreement or in such relevant certificates. The Chex
      Entities have delivered or made available true and complete copies of each
      material document (to the extent such documents exist) requested by Game
      Financial in writing prior to the date of this Agreement.

    


    6.28 No
      Agreement in Anticipation of Sale.
      Except
      as set forth on Schedule
      6.28,
      the
      Chex Entities have not, directly or indirectly, taken any material action or
      entered into any agreements in anticipation of this Agreement. 

    


    6.29 Absence
      of Certain Business Practices.
      To the
      extent prohibited by applicable Law, neither the Chex Entities nor any of their
      respective officers, directors, employees, agents or Affiliates, nor any other
      Person acting on their behalf has, directly or indirectly, within the past
      five
      (5) years given or agreed to give any gift or similar benefit to any
      Governmental Authority or other Person that is or may be in a position to help
      or hinder the Business (or to


    
      
        
        

      

      
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    assist
      any of them in connection with any actual or proposed transaction) that might
      subject Game Financial or any of its Affiliates, or any of their respective
      directors, officers, employees or agents, to any damage or penalty in any civil,
      criminal or governmental action.

    


    6.30 VISA,
      MasterCard and Payment Network Compliance.
      The current processing and other systems related to the Business comply with
      all
      applicable VISA, MasterCard and other financial payment network rules and
      regulations.

    


    6.31 Government
      Reports.
      Prior
      to the Effective Date the Chex Entities delivered or made available to Game
      Financial, true, correct and complete copies of, all Tax Returns listed on
      Schedule
      6.31,
      and all
      material reports relating to any Benefit Plan, finance and monetary
      transactions, employees and employment conditions, compliance with or violation
      of Law, and other matters material to the Business, to the extent that they
      relate to the Business, filed with any Governmental Authority or issued by
      any
      Governmental Authority to or in respect of, the Business during the past five
      (5) years.

    


    6.32 Voting
      Agreements and Guaranty Agreement.
      The
      Voting Agreements and Guaranty Agreement have been properly approved, executed
      and delivered, in accordance with applicable Law, Contracts, and Organization
      Documents and are enforceable in accordance with their terms.

     

    7. Representations
      and Warranties of Game Financial.
      Game
      Financial represents and warrants to the Chex Entities that each of the
      following is true and correct, and will be true and correct as of the Closing
      Date:

    


    7.1 Organization.
      Game
      Financial is a corporation duly organized, validly existing and in good standing
      under the Laws of the State of Minnesota, USA.

    


    7.2 Authority.
      Game
      Financial has all requisite corporate power and authority to: (i) enter into
      and
      deliver this Agreement and the Ancillary Agreements to which it is a party;
      (ii)
      perform its obligations under this Agreement and the Ancillary Agreements;
      and
      (iii) consummate the transactions contemplated by this Agreement and the
      Ancillary Agreements to which it is a party. The execution and delivery by
      Game
      Financial of this Agreement and the Ancillary Agreements to which it is a party,
      the performance by Game Financial of its obligations under this Agreement and
      the Ancillary Agreements, and the consummation by Game Financial of the
      transactions contemplated by this Agreement and the Ancillary Agreements have
      been duly authorized by all necessary corporate action. This Agreement has
      been,
      and the Ancillary Agreements to which Game Financial is a party shall be as
      of
      Closing , duly executed and delivered by Game Financial. This Agreement
      constitutes, and each of the Ancillary Agreements to which Game Financial is
      a
      party when so executed and delivered will constitute, a legal, valid and binding
      obligation of Game Financial, enforceable against Game Financial in accordance
      with its terms.

    


    7.3 Brokers.
      No
      finder, broker, agent, financial advisor or other intermediary has acted on
      behalf of Game Financial or its Affiliates in connection with the negotiation
      or
      consummation of this Agreement or the transactions contemplated by this
      Agreement and no


    
      
        
        

      

      
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    such
      Person is entitled to any fee, payment, commission or other similar
      consideration in connection therewith as a result of any arrangement made by
      Game Financial.

    


    8. Covenants
      and Agreements.

    


    8.1 Conduct
      of Business.

    


    (a) Required
      Conduct.
      At all
      times prior to the Closing, the Chex Entities shall operate the Business in
      the
      ordinary course and consistent with past practices. Without limiting the
      foregoing, the Chex Entities shall: (i) maintain their corporate existence;
      (ii)
      preserve the organization of the Business intact; (iii) use their ordinary
      efforts to preserve intact the goodwill of the Business; (iv) retain all related
      Business Licenses; (v) preserve the existing contracts and goodwill of the
      customers, suppliers, personnel and others having business relations with the
      Business; (vi) protect and maintain the
      Intellectual Property and Proprietary Rights of
      the
      Business; (vii) maintain the books, accounts and records of the Business in
      the
      usual, regular and ordinary manner; (viii) pay and discharge when due (including
      extensions) all Taxes, assessments and governmental charges imposed upon any
      of
      the Assets or the Business, or upon the income or profit therefrom (other than
      those contested in good faith by appropriate proceedings); (ix) comply with
      all
      Material Business Contracts and any other obligations under Contracts included
      as an Assumed Liability; (x) comply with applicable Law including all Laws
      that
      apply to Transferred Employees; (xi) cause the Transferred Employees to fully
      vest in their respective Benefit Plans or accounts with the Chex Entities on
      the
      Closing Date; and (xii) pay all trade payables (other than those contested
      in
      good faith by appropriate proceedings) consistent with past
      practice.

    


    (b) Prohibited
      Conduct.
      Without
      limiting the generality of the foregoing, prior to the Closing the Chex Entities
      shall not: (i) except for trade payable and other debts incurred in the ordinary
      course of business, create, incur or assume any indebtedness for borrowed money,
      make any loans or advances, assume, guarantee or endorse or otherwise become
      responsible for the obligation of any other Person that could or would
      constitute an Assumed Liability, or subject any of the Assets to any Lien other
      than Permitted Liens; (ii) increase the compensation, benefits or severance
      arrangement of the Business Employees, or pay or agree to pay any bonus or
      similar payment, except for such increases in compensation or payments made
      in
      the ordinary course of business consistent with past practice; (iii) except
      as
      permitted by Subsection
      11.3,
      sell,
      transfer, or otherwise dispose of, or agree to sell, transfer or otherwise
      dispose of, any Assets, other than sales, transfers or disposals of, or entry
      into agreements to sell, transfer or otherwise dispose of, inventory in the
      ordinary course of business consistent with past practice; (iv) enter into
      any
      material agreement that would constitute an Assumed Liability, that may place
      a
      material limitation on the method of conducting or scope of the Business or
      require a Chex Entity to indemnify any other Person, other than agreements
      made
      in the ordinary course of business consistent with past practice and that are
      either contemplated in the budget provided to Game Financial or do not (when
      combined with all other agreements) create an aggregate obligation in excess
      of
      twenty-five thousand dollars (US$25,000.00); (v) amend or terminate any Material
      Business Contract; (vi) accept prepaid subscriptions or other advance payments
      for Business’ services, or otherwise modify accounting and business policies
      with respect thereto, other than in the ordinary course of
      business


    
      
        
        

      

      
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    consistent
      with past practice; (vii) make any capital expenditures with respect to the
      Assets; (viii) do (or fail to do) any other act that would cause any
      representation or warranty in this Agreement to be or become untrue in any
      material respect or intentionally omit to take any action necessary to prevent
      any representation or warranty from being untrue in any material respect at
      such
      time; (ix) take any other action that would materially and adversely affect
      or
      detract from the value of the Assets or the Business or would reasonably be
      expected to delay
      the
      Closing; (x) disclose
      to any Person, other than Game Financial, any proprietary or confidential
      information related to the Business in connection with a possible acquisition
      (directly or indirectly, through merger, stock purchase or otherwise) of all
      or
      substantially all the Assets or Business; (xi) acquire any equity securities
      or
      other interest in any Person or acquire all, or substantially all, of the assets
      of a Person; (xii) notify any Person that his/her/its actions constitute an
      infringement of the Intellectual Property or Proprietary Rights; (xiii) sell,
      pledge, assign, or otherwise dispose of, or impair, or grant any rights with
      respect to
      the
      Intellectual Property or Proprietary Rights used by the Business; (xiv) pay
      or declare any dividend or distribution on its capital stock; or (xv)
      agree to
      do any of the foregoing.

    


    8.2 Access
      and Inspection.
      At all
      times prior to Closing, the Chex Entities shall permit Game Financial and its
      authorized agents and representatives to have reasonable access, upon reasonable
      notice and during normal business hours, to the Assets and all books, records
      and documents of or relating to the Business and the Assets, and shall furnish
      to Game Financial such information and data, financial records and other
      documents in their possession relating to the Business and the Assets as
      reasonably requested. The Chex Entities shall permit Game Financial and its
      agents and representatives reasonable access to their accountants for reasonable
      consultation or verification of any information obtained by Game Financial
      during the course of any investigation conducted pursuant to this subsection.
      No
      investigation or findings of Game Financial shall diminish or affect the
      representations and warranties of the Chex Entities hereunder or relieve them
      of
      any obligation hereunder.

    


    8.3 Confidentiality.
      The
      Confidentiality Agreement is incorporated into this Agreement by reference,
      and
      Game Financial and the Chex Entities shall be deemed to be parties to and
      obligated by that Confidentiality Agreement. The Confidentiality Agreement
      shall
      continue in full force and effect from the Effective Date through the Closing
      in
      accordance with its terms. From and after the Closing Date, the Chex Entities
      shall, and shall cause their Affiliates and their respective officers,
      directors, employees and advisors (collectively, the “Recipients”) to keep
      confidential any information relating to the Business, except for any such
      information that: (i) is available to the public on the Closing Date; (ii)
      thereafter becomes available to the public other than as a result of a
      disclosure by a Chex Entity or a Recipient; or (iii) is or becomes available
      to
      a Chex Entity or a Recipient on a non-confidential basis from a source that
      to
      the Chex Entities and Recipient’s knowledge is not prohibited from disclosing
      such information by a legal, contractual or fiduciary obligation to any other
      Person. Nothing contained in this subsection shall prohibit a Chex Entity from
      disclosing any information to the extent necessary in connection with any Action
      by or against such Chex Entity or any of its Affiliates. Should a Chex Entity
      or
      Recipient be required to disclose any such information in response to a
      Governmental Order or as otherwise required by Law or administrative process,
      it
      shall inform Game Financial in writing of such request or obligation as soon
      as
      possible after such Chex Entity or Recipient is informed of it and, if possible,
      before any information is


    
      
        
        

      

      
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    disclosed,
      so that a protective order or other appropriate remedy may be obtained by Game
      Financial. If a Chex Entity or such Recipient is obligated to make such
      disclosure, it shall only make such disclosure to the extent to which it is
      so
      obligated. Notwithstanding the foregoing, Game Financial shall be permitted
      to
      share Confidential Information with Fidelity and its Affiliates for the purpose
      of their approving this Agreement and the transactions contemplated hereby,
      provided that Fidelity agrees to keep such information confidential and to
      use
      it only in connection with evaluating this Agreement and the transactions
      contemplated hereby.

    


    8.4 Further
      Actions.
      Subject
      to the terms and conditions set forth in this Agreement, the Chex Entities
      and
      Game Financial shall each act in good faith and use their respective
      commercially reasonable efforts to take, or cause to be taken, all appropriate
      action, and to do, or cause to be done, and to assist and cooperate with each
      other in doing all things necessary, proper or advisable under applicable Laws
      to consummate the transactions contemplated by this Agreement. For the sake
      of
      clarity, it is understood that the use of commercially reasonable efforts by
      Game Financial shall not include
      paying any fee (other than fees to Game Financial’s legal and accounting
      advisors) to obtain a third party’s consent to the transactions contemplated by
      this Agreement. From time to time and at any time, at Game Financial’s
      reasonable request, whether on or after the Closing Date, and without further
      consideration, the Chex Entities shall, at their expense, execute and deliver
      such further documents and instruments of conveyance, assignment and transfer
      and shall take such further reasonable actions as may be necessary or reasonably
      desirable, in the reasonable opinion of Game Financial, to transfer and convey
      to Game Financial all right, title and interest in and to the Assets, free
      and
      clear of any and all Liens (other than Permitted Liens), or as may otherwise
      be
      necessary or reasonably desirable to carry out the intent of this
      Agreement.

    


    8.5 Publicity.
      The
      Chex Entities and Game Financial shall cooperate with each other in the
      development and distribution of all news releases, other public disclosures
      and
      customer communications relating to the transactions contemplated by this
      Agreement. Neither the Chex Entities nor Game Financial shall issue or make,
      or
      allow to be issued or made, any press release or public announcement or customer
      communications concerning the transactions contemplated by this Agreement
      (including the Form 8-K referenced below) without the written consent of the
      other party, except as otherwise required by applicable Law after giving the
      other party a reasonable opportunity to comment on such release or announcement
      in advance, consistent with such applicable legal requirements. In that regard,
      the parties acknowledge that FastFunds and Certegy, Inc. (Game Financial’s
      ultimate parent company) are companies subject to the periodic reporting
      requirements of Section 13 of the Securities Exchange Act of 1934, and FastFunds
      will, and Certegy may, be required to file a current report on Form 8-K with
      the
      Securities and Exchange Commission within four business days of the execution
      and delivery of this Agreement. Such report will disclose the parties to, and
      provide a general description of the basic material terms of, this
      Agreement.

    


    8.6 Transaction
      Costs.
      Each
      party shall pay their own transaction costs and expenses (including any legal,
      accounting and other professional fees and expenses) incurred in connection
      with
      the negotiation, execution and performance of this Agreement and the
      consummation of the transactions contemplated by this Agreement, whether or
      not
      those transactions are consummated. Notwithstanding the foregoing, the Chex
      Entities shall pay any


    
      
        
        

      

      
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    and
      all
      Taxes (including penalties and interest) and the fees and costs of recording
      or
      filing all applicable conveyance instruments, if any, associated with the
      transfer of Assets to Game Financial when
      due.
      The
      parties shall reasonably cooperate with one another in obtaining any certificate
      or other document from a Governmental Authority or other Person that is
      necessary to mitigate, reduce or eliminate any Tax that could be imposed as
      a
      consequence of the transactions contemplated by this Agreement.

    


    8.7 Employees
      and Employee Benefit Matters.
      Game
      Financial, in its sole discretion, shall be permitted, but not required, to
      offer employment to any Business Employees for employment after Closing (each
      Business Employee that accepts that offer being referred to as a “Transferred
      Employee”). Except for the terms and conditions under which Game Financial may
      offer such employment, Game Financial shall have no liability or obligation
      to
      any employee of a Chex Entity or their Affiliates; Game Financial’s current
      practice (which is subject to change in its sole discretion) is to provide
      medical insurance and 401k eligibility on the first day of the first month
      following an employee’s hire. The Chex Entities shall be solely liable and
      responsible for the payment of any bonus, severance pay, unemployment
      compensation or any other payments listed on Schedule
      6.9(b),
      including any severance payments owed as a consequence of their employment
      or
      termination of their employment prior to the Closing Date. This Agreement does
      not restrict the right of Game Financial to review and change its employment
      policies, terms and benefits at any time or from time to time, or to terminate
      any employee, including any Transferred Employee. The Chex Entities shall be
      solely responsible for, and Game Financial shall have no liability with respect
      to, terminating or maintaining any Chex Entity Benefit Plans. 

    


    8.8 Retention
      of and Access to Records.
      For a
      period of six (6) years following the Closing Date, the Chex Entities shall
      preserve all books and records that may relate to the Business but are not
      transferred to Game Financial pursuant to this Agreement. Upon the expiration
      of
      such six (6) year period and for a ninety (90) day period thereafter, the Chex
      Entities shall provide Game Financial a reasonable opportunity to obtain copies,
      at Game Financial’s expense, of any of such books and records. In addition to
      the foregoing, from and after the Closing, the Chex Entities shall afford Game
      Financial and its counsel, accountants and other authorized agents and
      representatives, during normal business hours, reasonable access to the
      employees, books, records and other data relating to the Assets, the Assumed
      Liabilities, the Transferred Employees and the Excluded Liabilities in their
      possession with respect to periods prior to the Closing, and the right to make
      copies and extracts therefrom, to the extent that such access may be permitted
      under applicable Law and reasonably required by the requesting party: (a) to
      facilitate the investigation, litigation and final disposition of any claims
      that may have been or may be made against any such party or Person, or its
      Affiliates, and (b) for the preparation of Tax Returns and in response to
      audits. 

    


    8.9 Insurance.
      Effective 11:59 p.m. (Eastern Time)
      on
      the Closing Date, the Business shall cease to be insured by the Chex Entities
      or
      their Affiliates’ insurance policies; provided, however, that with respect to
      insurance coverage written on an “occurrence basis”, to the extent that the
      Business was insured under such policies, Game Financial shall, with respect
      to
      the Business, have rights under such policies to the extent the events giving
      rise as a claim under such policies occurred prior to 12:00 midnight (Eastern
      Time) on the Closing Date. The Chex Entities agree to cooperate with Game
      Financial in making claims under their insurance policies


    
      
        
        

      

      
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    in
      connection with insurable events that occurred prior to 12:00 midnight (Eastern
      Time) on the Closing Date, and shall remit any associated recoveries promptly
      to
      Game Financial.

    


    8.10 Exclusivity.
      Between
      the Effective Date and the earlier of Closing or termination of this Agreement,
      the Chex Entities and their respective Affiliates will not (and shall cause
      their respective agents, employees and Affiliates not to), directly or
      indirectly: (i) sell or agree to sell, or solicit any proposal from, or initiate
      or engage in discussions or negotiations with, any Person or group of Persons
      other than Game Financial and its Affiliates and representatives, concerning
      any
      proposal to acquire, directly or indirectly, and through an asset or stock
      acquisition, merger or other structure, the Business, the Assets, or any portion
      thereof; (ii) provide confidential information concerning the Business or the
      Assets to any such person or group for use in the evaluation
      of a potential acquisition of all or a material portion of the Assets or
      Business;
      or (iii)
      otherwise cooperate in any way with, assist, participate in, facilitate or
      encourage, any effort or attempt by any other Person to do or seek any of the
      foregoing; provided, however, that the board of directors of FastFunds may,
      to
      the extent it determines in good faith (after consultation with outside legal
      counsel) that the failure to take any of the foregoing prohibited actions could
      create a reasonable possibility of a breach of its fiduciary duties to the
      stockholders of FastFunds under applicable Law, take any of the following
      actions to the extent such board of directors determines reasonably necessary
      to
      satisfy such fiduciary duties: (A) furnish information with respect to the
      Chex
      Entities to any Person pursuant to a customary confidentiality agreement; or
      (B)
      participate in negotiations regarding an Acquisition Proposal. The Chex Entities
      will promptly provide Game Financial written notice of their receipt of any
      Acquisition Proposal setting forth the material terms and conditions of such
      proposal, shall provide copies of all information provided to a Person pursuant
      to this subsection, and shall keep Game Financial fully informed of all
      negotiations regarding an Acquisition Proposal entered into in accordance with
      this subsection.

    


    8.11 Covenant
      Not to Compete.
       For
      a
      period of five (5) years after the Closing Date each Chex Entity covenants
      and
      agrees that it will not, and it will cause each of its Affiliates not to,
      directly or indirectly (including by licensing or other partial right
transfers),
      anywhere in the world: (i) own any interest in, manage, control, participate
      in,
      consult with or render services for any business activity relating to the
      Business (the “Restricted Business”); (ii) in any capacity whatsoever (including
      as a stockholder, proprietor, partner, joint venturer, member, consultant,
      agent, lender, or otherwise), directly or indirectly, solicit, sell, service,
      divert, or accept any Restricted Business from, or to, (A) any of the customers
      of either Game Financial or any of its Affiliates as of the date hereof or
      (B)
      any persons who were customers of either the Chex Entities, Game Financial
      or
      any of their Affiliates at any time during the five (5) year period ending
      on
      the date of this Agreement (other than on behalf of, and at the direction of,
      Game Financial or its Affiliates); (iii) through another entity induce or
      attempt to induce any customer, supplier, licensee, licensor, or other business
      relation of Game Financial or any of its Affiliates to cease doing business
      with
      Game Financial or any of its Affiliates, or in any way interfere with the
      relationship between any such customer, supplier, licensee or business relation
      and Game Financial or any of its Affiliates (including making any negative
      statements or communications about Game Financial or any of its Affiliates);
      (iv) through another entity solicit, induce or conspire with or attempt to
      solicit, induce, or conspire with any employee or officer of Game Financial
      or
      any of its Affiliates to leave the employ of Game Financial or any of its
      Affiliates,


    
      
        
        

      

      
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    or
      to
      compete against Game Financial or any of its Affiliates, or in any way interfere
      with the relationship between Game Financial or any of its Affiliates and any
      employee or officer thereof; or (v) divert or attempt to divert any or all
      of
      such customers’ or suppliers’ business with them from them in violation of this
      Agreement or applicable Law (including the violation of any trade secrets law).
      The parties agree that the restrictive covenants
      contained in this subsection are reasonable under the circumstances and further
      agree that these covenants should be interpreted so as to be effective and
      valid
      under applicable Law. If any one or more of the provisions contained in this
      subsection shall be held excessively broad as to duration, geographical scope,
      activity or subject, such provision shall be construed by limiting or reducing
      it so as to be enforceable to the maximum extent compatible with applicable
      Law.
      For purposes of this subsection, the terms “Chex,” “Chex Entities,” and “Game
      Financial” shall include their respective successors and assigns.

    


    8.12 Equitable
      Remedies.
      The
      Chex Entities and Game Financial each acknowledge that any breach or threatened
      breach of either of the provisions of Subsections
      8.10 or 8.11
      will
      cause irreparable injury for which an adequate monetary remedy does not exist.
      Accordingly, in the event of any such breach or threatened breach, Game
      Financial and the Chex Entities, as applicable, shall be entitled, in addition
      to the exercise of other remedies, to seek and (subject to court approval)
      obtain injunctive relief, without: (i) the necessity of posting a bond
      restraining the applicable party from committing such breach or threatened
      breach; or (ii) providing any form of security for costs or damages.


    


    8.13 Intellectual
      Property.
      If,
      after Closing, a Chex Entity or any of their Affiliates, or any Person owned
      or
      controlled by them, owns or shall at any time acquire any rights in any
      trademarks, trade names or other Intellectual Property or Proprietary Rights
      relating to the Business and any goodwill
      relating to or symbolized thereby, such party shall promptly cause such
      trademarks, trade names or other Intellectual Property and Proprietary Rights,
      as applicable, including any goodwill associated therewith and the right to
      sue
      for past infringement, to be immediately transferred to Game Financial (subject
      to Game Financial’s right to refuse any such transfer). Such party agrees to
      execute and deliver such further grants and assignments, without any additional
      consideration, as Game Financial may request for the purpose of further
      evidencing, enforcing, registering or defending Game Financial’s right, title
      and interest in and to such trademarks, trade names and other Intellectual
      Property or Proprietary Rights. Such party hereby constitutes and appoints
      Game
      Financial as such party’s agent to execute and deliver any such assignments,
      grants and other documents that such party fails to execute and deliver, this
      power and agency being coupled with an interest and being
      irrevocable.

    


    8.14 Endorsement
      of Checks.
      Following the Closing, the Chex Entities authorize Game Financial to endorse
      for
      deposit in its name, and collect for Game Financial’s account, any any refunds
      of deposits, prepaid expenses and similar amounts collected in connection with
      the operation of the Business. In the event any payments due Game Financial
      are
      received by a Chex Entity, such Chex Entity will promptly turn same over to
      Game
      Financial.

    


    8.15 Approval
      of Stockholders.


    
      
        
        

      

      
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    (a) Stockholders’
      Approval.
      Concurrent with the execution of this Agreement, FastFunds and Chex will have
      obtained a consent in writing in lieu of a meeting from holders of the majority
      of the outstanding capital stock of FastFunds and the owners of all the
      outstanding capital stock of Chex, respectively, in accordance with applicable
      Law and Organizational Documents, for the approval of: (i) this Agreement and
      the Ancillary Agreements; and (ii) the transactions contemplated hereby and
      thereby (the “Stockholders Approval”). Concurrent with the execution of this
      Agreement, Equitex and FastFunds will have also entered into voting agreements
      in a form reasonably satisfactory to Game Financial. 

    


    (b) Information
      Statement.
      As soon
      as practicable following the execution of this Agreement (but in no event later
      than 2 Business Days following such execution), FastFunds shall prepare and
      file
      a preliminary information statement conforming to the requirements of Schedule
      14C promulgated by the Securities and Exchange Commission relating to its
      Stockholder Approval (such information statement as amended or supplemented
      from
      time to time being referred to as the “Information Statement”). FastFunds shall
      use its reasonable best efforts to cause the definitive Information Statement
      to
      be mailed to its stockholders at the earliest practicable date. FastFunds shall
      give Game Financial and its counsel a meaningful opportunity to review and
      comment on its Information Statement, including all amendments and supplements
      thereto, in each case in advance of filing with the Securities and Exchange
      Commission or any other regulatory body.

     

    8.16 Cooperation.

    


    (a) The
      Chex
      Entities and Game Financial shall cooperate with each other and use all
      reasonable best efforts to take or cause to be taken all actions, and do or
      cause to be done all things, necessary, proper or advisable under this Agreement
      and applicable Laws to consummate and make effective the transactions
      contemplated by this Agreement and the Ancillary Agreements as soon as
      practicable, including preparing and filing as promptly as practicable all
      documentation to effect all necessary applications, notices, petitions, filings
      and other documents and to obtain as promptly as practicable all permits,
      consents, approvals and authorizations necessary or advisable to be obtained
      from any third party and/or any Governmental Authority in order to consummate
      the transactions contemplated by this Agreement and the Ancillary Agreements.
      Subject to applicable Laws relating to the exchange of information, Game
      Financial and the Chex Entities shall have the right to review in advance,
      and
      to the extent practicable each will consult the other on, all the information
      relating to Game Financial or the Chex Entities, as the case may be, that appear
      in any filing made with, or written materials submitted to, any third party
      and/or any Governmental Authority in connection with the transactions
      contemplated by this Agreement or the Ancillary Agreements. In exercising the
      foregoing right, each of Game Financial and the Chex Entities shall act
      reasonably and as promptly as practicable. Notwithstanding the foregoing, Game
      Financial shall not be required to consult, disclose or share with the Chex
      Entities information or materials provided to Fidelity and its Affiliates.
      Without limiting the generality of the foregoing, (i) the Chex Entities shall
      cooperate with Game Financial in obtaining the necessary interim and permanent
      Licenses for Game Financial to operate the Business post-Closing, and (ii)
      Game
      Financial shall be permitted to designate as additional Assets and Assumed
      Contracts such additional Chex Entity contracts


    
      
        
        

      

      
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    relating
      to the Business as it may choose prior to Closing, without an increase in
      purchase price, and the Chex Entities will cooperate in obtaining any required
      consents to assignment. Chex shall also use commercially reasonable efforts
      to
      obtain written, signed, contracts for locations it currently provides Business
      services to on oral agreement, and upon Game Financial’s written approval, these
      shall also become additional Assumed Contracts.

    


    (b) The
      Chex
      Entities and Game Financial each shall, upon request by the other, furnish
      the
      other with all information concerning itself, its Subsidiaries, directors,
      officers and stockholders and such other matters as may be reasonably necessary
      or advisable in connection with the Information Statement, or any other
      statement, filing, notice or application made by or on behalf of Game Financial,
      a Chex Entity or any of their respective Subsidiaries to any third party and/or
      any Governmental Authority in connection with the transactions contemplated
      by
      this Agreement or the Ancillary Agreements.

    


    (c) FastFunds
      shall have sixty (60) calendar days from the Closing in which to change its
      name, and Game Financial hereby grants a limited irrevocable license to
      FastFunds to use such name for such period (which license shall terminate
      automatically upon a change in FastFunds’ name).

    


    8.17 Further
      Assurances.
      From
      time to time and at any time, at Game Financial’s reasonable request, whether
      before, on or after the Closing Date, and without further consideration, the
      Chex Entities shall, at their expense, execute and deliver such further
      documents and instruments of conveyance, assignment and transfer and shall
      take
      such further reasonable actions as may be necessary or reasonably desirable,
      in
      the reasonable opinion of Game Financial, to transfer and convey to Game
      Financial all right, title and interest in and to the Assets, free and clear
      of
      any and all Liens, or as may otherwise be necessary or reasonably desirable
      to
      carry out the intent of this Agreement.

    


    8.18 Supplemental
      Disclosures.

    


    (a) After
      the
      Effective Date and prior to Closing, the Chex Entities shall deliver to Game
      Financial supplemental disclosure schedules (each a “Supplemental Disclosure
      Schedule”) setting forth all changes in facts and circumstances described in the
      Schedules originally delivered upon the execution and delivery of this Agreement
      (the “Original Disclosure Schedules”), and in previously delivered Supplemental
      Disclosure Schedules, if any, arising out of matters discovered or occurring
      after the Effective Date but prior to the Closing Date. Such Supplemental
      Disclosure Schedules shall be delivered to Game Financial promptly after the
      discovery of any such change from the Original Disclosure Schedules. Each
      Supplemental Disclosure Schedule shall be accompanied by all available
      information related to the newly disclosed matter necessary for Game Financial
      to adequately evaluate such change and shall identify all representations and
      warranties in this Agreement that are affected by the changes. The delivery
      of a
      Supplemental Disclosure Schedule with respect to any fact or matter existing
      but
      not yet known by a Chex Entity as of the date of this Agreement shall not cure
      or otherwise be deemed a waiver of any inaccuracy or misrepresentation in any
      representation or warranty to the extent such representation or warranty is
      not
      qualified by knowledge. If a representation or warranty is qualified by
      Knowledge, the applicable Supplemental Disclosure Schedule shall
      be


    
      
        
        

      

      
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    accompanied
      by a certificate from the Secretary of such Chex Entity certifying that it
      had
      no Knowledge of such fact or matter as of the Effective Date.

    


    (b) If
      any
      Supplemental Disclosure Schedule relates to a period prior to the Effective
      Date, Game Financial shall have the right, but not the obligation, to terminate
      this Agreement pursuant to Subsection
      11.1.
      The
      failure of Game Financial to so terminate this Agreement shall not constitute
      a
      waiver of any claim for indemnified Losses that Game Financial may have as
      a
      result of the operation of the provisions of Section
      10.

    


    (c) If
      any
      Supplemental Disclosure Schedule is not material and relates to a period or
      occurrence after the Effective Date, Game Financial shall not have the right
      to
      terminate this Agreement pursuant to Subsection
      11.1,
      but
      shall be entitled to indemnification with respect to any matter revealed in
      such
      Supplemental Disclosure Schedule to the extent of any Losses suffered or
      incurred in connection therewith in accordance with Section
      10.

    


    (d) If
      any
      information revealed in a Supplemental Disclosure Schedule is material and
      relates to a period or occurrence after the Effective Date, Game Financial
      shall
      have the right, but not the obligation, to terminate this Agreement pursuant
      to
Subsection
      11.1.
      The
      failure of Game Financial to so terminate this Agreement shall not constitute
      a
      waiver of any claim for Losses that Game Financial may have as a result of
      the
      operation of the provisions of Section
      10.

    


    9. Conditions
      to Closing.

    


    9.1 Game
      Financial’s Conditions to Closing.
      The
      obligation of Game Financial to consummate the transactions contemplated by
      this
      Agreement are subject to the satisfaction or fulfillment of the following
      conditions at or prior to Closing, any of which may be waived in whole or in
      part by Game Financial in writing: 

    


    (a) all
      representations and warranties of the Chex Entities contained in this Agreement
      shall be true and correct in all material respects as of the date when made
      and
      will be deemed to be made again at and as of the Closing Date and will be true
      and correct in all respects at and as of the Closing Date; 

    


    (b) the
      Chex
      Entities performing and complying in all material respects with all the
      covenants
      and
      agreements and conditions required by this Agreement to be performed or complied
      with at or prior to the Closing; 

    


    (c) no
      Material Adverse Change having occurred, and no event having occurred that
      could
      reasonably be expected to have a Material Adverse Change; 

    


    (d) there
      being no Law or Governmental Order making illegal or otherwise prohibiting
      or
      restraining the operation of the Business or the consummation of the
      transactions contemplated by this Agreement;


    
      
        
        

      

      
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    (e) the
      Chex
      Entities executing
      and delivering to Game Financial all Bills of Sale, Assignment Agreements,
      leases, assignments and other instruments of transfer, including assignments
      of
      Intellectual Property and Proprietary Rights, as Game Financial may reasonably
      require to transfer good and marketable title to the Assets, free and clear
      of
      all Liens other than Permitted Liens (collectively, “Bills of Sale and
      Assignment Agreements”);

    


    (f) Each
      Chex
      Entity delivering to Game Financial an officer’s certificate, duly executed by
      an authorized officer of such Chex Entity, certifying that the conditions set
      forth in Subsections
      9.1(a) and (b)
      are
      fully satisfied; 

    


    (g) Each
      Chex
      Entity delivering to Game Financial a secretary’s or assistant secretary’s
      certificate, reasonably satisfactory to Game Financial, duly executed by such
      authorized
      officer, certifying that: (i) approval for the execution and delivery of the
      Agreement, the Ancillary Agreements and the transactions contemplated thereby
      has been obtained; (ii) the good-standing status of such Chex Entity; and (iii)
      the incumbency and true signatures of the individuals of such Chex Entity
      authorized to act on behalf of such Chex Entity;

    


    (h) Game
      Financial having received an opinion from
      legal
      counsel for the Chex Entities containing opinion points in substantially the
      form attached hereto as Schedule
      9.1(h);
      

    


    (i) all
      Required Consents and the consents to assignment noted on Schedule
      3 shall
      have been obtained in form and substance reasonably satisfactory to Game
      Financial and its counsel and shall remain in full force and effect as of the
      Closing Date;

    


    (j) Game
      Financial having received from the following Persons releases satisfactory
      to it
      (in its Game reasonable discretion) terminating their agreements with the Chex
      Entities and waiving all rights to Ongoing Commissions: James P. Welbourn and
      George E. Connors;

    


    (k) Henry
      Fong, Michael Cassaza, James P. Welbourn, and Barry Hollander executing
      Confidentiality, Invention Assignment, Non-Competition and Non-Solicitation
      Agreements with Game Financial in a form reasonably satisfactory to Game
      Financial (including a covenant not to compete on terms substantially the same
      as contained in Subsection
      8.11);

    


    (l) Game
      Financial receiving releases or satisfactions of all Liens on the Assets (at
      the
      sole expense of the Chex Entities), other than Permitted Liens, in a form
      reasonably satisfactory to Game Financial, including UCC
      search results demonstrating that there are no Liens on the Assets (other than
      Permitted Liens);

    


    (m) Game
      Financial having received evidence of the requisite Chex Entity stockholder
      and
      board of directors approval of: (i) this Agreement and the Ancillary Agreements;
      and (ii) the transactions contemplated by this Agreement and the Ancillary
      Agreements;


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (n) all
      actions, proceedings, certificates, instruments and documents required to carry
      out the transactions contemplated by this Agreement, and all other legal matters
      required for such transactions, shall have been reasonably satisfactory to
      Game
      Financial prior
      to
      Closing;

    


    (o) no
      Action
      shall have been commenced by any Governmental Authority or Person with respect
      to or seeking to enjoin or prohibit the transactions contemplated by this
      Agreement;

    


    (p) [Reserved];

    


    (q) Game
      Financial receiving the Licenses listed on Schedule
      9.1(q)
      on terms
      and conditions reasonably satisfactory to it;

    


    (r) the
      ATMs
      listed on Schedule 6.26 having been properly loaded with Game Financial’s
      software applications in accordance with Game Financial’s
      instructions;

    


    (s) the
      contract for the Potawatomi properties having been renewed on terms and
      conditions satisfactory to Game Financial (in its reasonable discretion), at
      FastFunds’ cost, and consent to assignment of that contract to Game Financial
      having been obtained;

    


    (t) Chex
      entering into a transitional services agreement in the form attached hereto
      as
      Schedule 9.1(t);

    


    (u) there
      having been no developments in the litigation described on Schedule
      6.12
      that,
      in the reasonable opinion of Game Financial, are adverse; provided, however,
      that this Subsection
      9.1(u)
      is not a
      condition to closing the entire transaction, but is instead a condition of
      Game
      Financial’s obligation to assume the Assumed Contracts impacted by such
      litigation;

    


    (v) The
      receipt by Game Financial, in substance and form satisfactory to it (in its
      reasonable discretion), of consents and Lien releases from Equitex, Whitebox
      Hedged High Yield Partners, L.P., and Pandora Select Partners, L.P. in
      connection with the March 8, 2004 financing; and

    


    (w) The
      receipt by Game Financial, in substance and form satisfactory to it (in its
      reasonable discretion) of a waiver by the Little River Band of Ottawa Indians
      of
      its right to terminate if George Connors is no longer working for Chex or its
      successor under the Financial Services Agreement, dated June 21, 2002 (as
      amended).

    


    9.2 Chex
      Entities’ Conditions to Closing.
      The
      obligation
      of the
      Chex Entities to consummate the transactions contemplated by this Agreement
      are
      subject to the satisfaction or fulfillment at or prior to the Closing of the
      following conditions, any of which may be waived in whole or in part by the
      Chex
      Entities in writing: 

    


    (a) all
      representations and warranties of Game Financial contained in this Agreement
      being true and correct in all material respects as of the Closing;



    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (b) Game
      Financial performing and complying in all material respects with all covenants
      and agreements required by this Agreement to be performed or complied with
      at or
      prior to Closing; 

    


    (c) there
      being no Law or Governmental Order making illegal or otherwise prohibiting
      or
      restraining the consummation of the transactions contemplated by this Agreement;
      

    


    (d) Game
      Financial having paid the Closing Cash Payment by wire transfer of immediately
      available funds to an account designated in writing by the Chex Entities at
      least one (1) Business Day prior to the Closing Date; 

    


    (e) Game
      Financial having executed and delivered instruments of assumption, in a form
      reasonably acceptable to the Chex Entities, pursuant to which Game Financial
      shall assume the Assumed Liabilities; 

    


    (f) Game
      Financial delivering to Chex an officer’s certificate, duly executed by an
      authorized officer of Game Financial, that certifies that the conditions set
      forth in Subsections
      9.2(a) and (b)
      are
      satisfied; 

    


    (g) Game
      Financial delivering to Chex a secretary’s or assistant secretary’s certificate,
      duly executed by such authorized officer, with corporate and authority documents
      attached as exhibits to each certificate;

    


    (h) [Reserved];
      and

    


    (i) the
      lapse
      of 20 calendar days since the filing and mailing of the definitive Information
      Statement described in Subsection
      8.14(b).

    


    10. Indemnification.

    


    10.1 Indemnification
      by Game Financial.
      Game
      Financial shall indemnify and hold the Chex Entities and their Affiliates,
      officers, directors, employees, attorneys, agents, representatives, successors
      and assigns (each, a “Chex Indemnified Party”) harmless from and against all
      claims, losses, damages, liabilities, obligations, payments, penalties, costs
      and expenses of any nature (including, without limitation, the costs and
      expenses of any and all actions, suits, proceedings, assessments, judgments,
      settlements, compromises, fines and interest relating thereto and reasonable
      attorneys’ fees and reasonable disbursements in connection therewith)
      (collectively, “Losses”) arising out of or relating to: (i) any inaccuracy,
      misrepresentation or breach by Game Financial of any representation or
      warranty contained in this Agreement or in any document delivered pursuant
      to
      this Agreement; (ii) any nonperformance or breach of any covenant or agreement
      made by Game Financial in this Agreement or in any document delivered pursuant
      to this Agreement; (iii) the Assumed Liabilities to the extent the Action arose
      out of events that occurred after the Closing;
      (iv)
the
      ownership or operation of the Assets or the Business after the Closing Date
      in
      all respects other than the Excluded Liabilities; and (v) all Governmental
      Orders, assessments, fees and expenses


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    incident
      to any of the foregoing or incurred in investigating or attempting to avoid
      the
      same or to oppose the imposition thereof, or in enforcing this
      indemnification.

    


    10.2 Indemnification
      by the Chex Entities.
      Subject
      to Subsection
      10.7,
      the
      Chex Entities, jointly and severally, shall
      indemnify and hold Game Financial and its Affiliates, officers, directors,
      employees, attorneys, agents, representatives, successors and assigns (each,
      a
“Game Financial Indemnified Party”) harmless against all Losses arising out of
      or related to: (i) any inaccuracy, misrepresentation or breach by a Chex Entity
      of any representation or warranty contained in this Agreement or in any document
      delivered pursuant to this Agreement; (ii) any breach of any covenant or
      agreement made by a Chex Entity in this Agreement or in any document delivered
      pursuant to this Agreement; (iii) the Excluded Liabilities (regardless of
      whether information relating such Excluded Liabilities is set forth on a
      schedule); (iv) the ownership or operation of the Assets or the Business prior
      the Closing Date in all respects other than the Assumed Liabilities; (v) all
      Governmental Orders, assessments, fees and expenses incident to any of the
      foregoing or incurred in investigating or attempting to avoid the same or to
      oppose the imposition thereof, or in enforcing this indemnification; (vi) any
      act or omission by a Chex Entity with respect to the Business that occurred
      prior to Closing, including any claim or Liabilities arising out of or related
      to the ownership, license, use, ownership or operation of the 3 in 1 Software
      prior to the Closing Date; (vii) Ongoing Commissions, (vii) the litigation
      described on Schedule 6.12.

    


    10.3 Indemnified
      Claims.

    


    (a) A
      party
      entitled to indemnification under this Agreement (“Indemnified Party”) will give
      the party required to provide such indemnification (“Indemnifying Party”) prompt
      written notice of any Action with respect to which the Indemnified Party is
      entitled to indemnification (each an “Indemnified Claim”). The Indemnifying
      Party shall have the right, by giving notice to the Indemnified Party within
      ten
      (10) days after receiving notice
      of
      an Indemnified Claim stating that the Indemnifying Party is responsible for
      such
      Indemnified Claim (“Indemnity Notice Period”),
      at its
      expense, to defend against, negotiate, settle or otherwise deal with any
      Indemnified Claim with respect to which it is the Indemnifying Party and to
      have
      the Indemnified Party represented by counsel, reasonably satisfactory to the
      Indemnified Party and selected by the Indemnifying Party; provided, that the
      Indemnified Party may participate in any proceeding with counsel of its choice
      and at its expense; provided further, that Game Financial may, at any
      time,
      assume
      the defense and settlement of an Indemnified Claim with counsel of its choice,
      and be fully indemnified therefor if
      Game
      Financial believes that a Chex Entity’s defense is: (i) having a Material
      Adverse Change on the affairs, condition (financial or otherwise) or prospects
      of the Business or the Assets; or (ii) could adversely affect or detract from
      the value of the Assets or the Business. The Indemnifying Party may not enter
      into a settlement of any Indemnified Claim without the advance written consent
      of the Indemnified Party unless such settlement requires no more than a
monetary
      payment for which the Indemnified Party is fully indemnified. The parties will
      cooperate fully with each other in connection with the defense, negotiation
      and/or settlement of each Indemnified Claim.

    


    (b) If
      the
      Indemnifying Party does not assume the defense of, or if after so assuming
      the
      defense, the Indemnifying Party fails to defend any such Indemnified Claim,
      then


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    the
      Indemnified Party may defend against any Indemnified Claim in the manner it
      deems appropriate, and the Indemnified Party may settle the Indemnified Claim
      on
      the terms it deems appropriate, and the Indemnifying Party will promptly
      reimburse the Indemnified Party for the amount of all expenses, legal and
      otherwise, reasonably and necessarily incurred in connection with that defense
      and/or settlement. If no settlement of an Indemnified Claim is made, the
      Indemnifying Party will satisfy any judgment rendered with respect to the
      Indemnified Claim before the Indemnified Party is required to do so, and shall
      pay all expenses, legal or otherwise, reasonably and necessarily incurred by
      the
      Indemnified Party in the defense of any Indemnified Claim.

    


    (c) If
      a
      judgment is rendered against an Indemnified Party in connection with any
      Indemnified Claim, or an associated Lien attaches to any of the assets of any
      of
      an Indemnified Party, the Indemnifying Party will immediately upon any entry
      or
      attachment pay the relevant judgment in full or discharge the relevant Lien
      unless, at the expense and direction of the Indemnifying Party, an appeal is
      taken under which the execution of the judgment or satisfaction of the Lien
      is
      stayed. If and when a final judgment is rendered in any such Action, the
      Indemnifying Party will immediately pay any judgment or discharge any Lien
      before an Indemnified Party is compelled to do so.

    


    (d) The
      Indemnifying Party or the Indemnified Party, as appropriate, shall have the
      right to participate in the defense of any Indemnified Claim at its sole cost
      and expense.

    


    10.4 No
      Waiver of Indemnified Claims.
      If on
      the date of execution of this Agreement or the Closing Date, Game Financial
      or
      any of its Affiliates or representatives, has any knowledge of any breach of
      any
      representation, warranty, covenant or agreement made by a Chex Entity under
      or
      pursuant to this Agreement or any Ancillary Agreement, such knowledge shall
      not
      constitute a waiver of any associated Indemnified Claims that Game Financial
      or
      any other Game Financial Indemnified Party may have, or estop Game Financial
      or
      any other Game Financial Indemnified Party from asserting such Indemnified
      Claims.

    


    10.5 Injunctive
      or Equitable Relief.
      Nothing
      set forth in this section shall be deemed to prohibit or limit a party’s right
      to seek injunctive or other equitable relief for the failure of the other party
      to perform any covenant or agreement contained in this Agreement.

    


    10.6 Treatment
      of Indemnity Benefits.
      All
      payments made by a Chex Entity or
      Game
      Financial, as the case may be, to or for the benefit of the other party pursuant
      to any indemnification obligations under this Agreement shall be treated as
      adjustments to the Purchase Price for Tax purposes, and such agreed treatment
      shall govern for purposes of this Agreement.

    


    10.7 Limitations
      on Indemnification.
      The
      indemnification obligations of the Chex Entities under this Agreement shall
      not
      be payable unless and until such time as the aggregate amount of claims for
      Losses of all Game Financial Indemnified Parties shall exceed Twenty Five
      Thousand Dollars ($25,000) (the “Basket”), and thereafter to the full extent of
      such Losses in excess of the Basket; provided, however, that in no event shall
      the indemnification obligations of the Chex Entities under this Agreement exceed
      Seventy Five Percent (75%) of the Purchase Price, as finally adjusted (the
      “Cap”), except in the case of any willful misrepresentation
      made


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    with
      intent to deceive. Provided, however, that the Basket and Cap shall
      not
      apply to indemnification related to or arising out of Ongoing Commissions or
      any
      litigation described on Schedule
      6.12 and
      amounts paid in connection with such indemnification shall not count toward
      the
      Cap. 

    


    11. Termination.

    


    11.1 Termination.
      This
      Agreement and the transactions contemplated by this Agreement may be terminated
      at any time prior to the Closing: (i) by the mutual written consent of all
      the
      parties; (ii) by Game Financial if the Closing has
      not
      occurred on or prior to 5:00 P.M., Eastern Time, on February 28, 2006
      (“Termination Date”), unless the Closing did not occur as a result of a breach
      of this Agreement by Game Financial; (iii) by Game Financial, if a Material
      Adverse Change in the business, assets, properties, operations, prospects,
      condition (financial or otherwise), results of operations of the Business has
      occurred or is reasonably likely to occur; (iv) by Game Financial, pursuant
      to
Subsections
      8.18(b) or 8.18(d);
      (v) by
      Game Financial if any Governmental Authority issues a Governmental Order
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated by this Agreement; (vi) by Game Financial, if a Chex
      Entity breaches any representation or warranty contained in this Agreement
      or an
      Ancillary Agreement, and such breach is incapable of being cured ; (vii) by
      the
      Chex Entities, if Game Financial breaches any representation or warranty
      contained in this Agreement or an Ancillary Agreement, and such breach is
      incapable of being cured or is not cured prior to the Termination Date; (viii)
      by Game Financial, if the satisfaction of any condition to the obligations
      of
      Game Financial set forth in Subsection
      9.1
      becomes
      impossible; or (ix) by the Chex Entities if the satisfaction of any condition
      to
      the obligations of the Chex Entities set forth in Subsection
      9.2
      becomes
      impossible. Notwithstanding the foregoing, this Agreement may not be
      terminated
      under
      this subsection by any party that is in material breach of this Agreement at
      the
      time termination is attempted. In addition, the Chex Entities shall have the
      right of termination set forth in Subsection
      11.3.

    


    11.2 Procedure
      and Effect of Termination. Except
      as
      otherwise indicated in this section, (i) if this Agreement is terminated
      pursuant to Subsection
      11.1
      at a
      time when no party is in material breach of this Agreement, all further
      obligations of the Chex Entities to Game Financial, and of Game Financial to
      the
      Chex Entities, will terminate without further liability; and (ii) if this
      Agreement is terminated under Subsection
      11.1
      at a
      time when one or more parties is in material breach of this Agreement, the
      liabilities and obligations of the party or parties not in breach shall
      terminate, and the party or parties that are in breach shall remain liable
      for
      such breach, and nothing shall be deemed to restrict the remedies available
      against such party or parties. The obligations of the parties under Subsections
      8.3 (Confidentiality), 8.5 (Publicity), 8.6 (Transaction Costs), and Sections
      10
      (Indemnification) and 11 (Termination)
      shall
      survive any termination of this Agreement. In the event of termination of this
      Agreement pursuant to Subsection
      11.1,
      written
      notice of the termination must be given by the terminating party at least three
      (3) Business Days prior to the date of termination. If this Agreement is
      properly and rightfully terminated, all filings, applications and other
      submissions made pursuant to this Agreement shall be withdrawn from the agency
      or other Person to which they were made. 

    


    
      
        11.3
          Superior
          Proposals. 

      

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    


    (a) Additional
      Termination Right.
      The
      Chex Entities may terminate this Agreement if, prior to the Closing Date, the
      board of directors of FastFunds determines in good faith (after consultation
      with outside legal counsel and financial advisors), in the exercise of its
      fiduciary duties, that an Acquisition Proposal not solicited or initiated in
      violation of this Agreement (including Subsections
      8.1, 8.3, and 8.10)
      is a
      Superior Proposal, but only (i) after providing to Game Financial a Notice
      of
      Superior Proposal with respect to such Superior Proposal, and (ii) if Game
      Financial does not, within ten (10) Business Days of its receipt of the Notice
      of Superior Proposal, make an offer that the FastFunds board determines, in
      its
      good faith judgment (after consultation with its outside legal counsel and
      financial advisors) to be at least as favorable to FastFunds and its
      stockholders as such Superior Proposal; provided that during such ten (10)
      Business Day period, the Chex Entities shall negotiate in good faith with Game
      Financial (to the extent Game Financial wishes to negotiate) to enable Game
      Financial to make such an offer; and provided, further, that, in the event
      of
      any material amendment to the financial or other terms of such Superior
      Proposal, the FastFunds board shall deliver to Game Financial an additional
      written Notice of Superior Proposal, and the ten (10) Business Day period
      referenced above shall be extended for an additional ten (10) Business Days
      after Game Financial’s receipt of such additional Notice of Superior Proposal;
      provided, however, that any purported termination pursuant to this Subsection
      11.3
      shall be
      void and of no force or effect unless FastFunds and/or Chex pays the Termination
      Fee as provided below. FastFunds shall keep Game Financial reasonably informed
      of the status of any proposals and offers for which FastFunds has delivered
      a
      Notice of Superior Proposal to Game Financial hereunder.

    


    (b) Termination
      Fee.
      If the
      Chex Entities terminate this Agreement in accordance with Subsection
      11.3(a)
      then
      FastFunds shall pay to Game Financial One Million Dollars ($1,000,000) (the
      “Termination Fee”). FastFunds shall pay the Termination Fee as directed by Game
      Financial in writing in immediately available funds concurrently with and as
      a
      condition to the effectiveness of a termination of this Agreement.

    


    
      
        (c)
          For
          purposes of this Agreement: 

      

    

    


    (i) “Acquisition
      Proposal”
means
      any proposal or offer to enter into a transaction with any Chex Entity or their
      Affiliates or stockholders, in any form, for the acquisition (directly or
      indirectly, through asset sale, change of control, stock purchase, merger or
      otherwise) of the Business, Chex, FastFunds or the Assets.

    


    (ii) “Superior
      Proposal”
means
      any bona fide written Acquisition Proposal that is on terms that the FastFunds
      board determines in its good faith judgment (after consultation with its
      financial advisor and its outside legal counsel and after taking into account
      all the terms and conditions of the Acquisition Proposal and this Agreement,
      including the form of consideration) are more favorable to FastFunds and its
      stockholders (in their capacities as stockholders), from a financial point
      of
      view, than this Agreement (taking into account any alterations to this Agreement
      agreed to in writing by Game Financial in response thereto).

    


    (iii) “Notice
      of Superior Proposal”
means
      a
      written notice describing in detail the material terms and conditions of a
      Superior Proposal, such notice to include copies of


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    all
      agreements, proposed agreements, letters of interest or intent, and other
      written materials delivered to a Chex Entity, Affiliate or stockholder in
      connection with such Superior Proposal, as the same may be updated, changed
      or
      supplemented from time to time.

    


    (d) Agreement
      Regarding Termination Fee.
      Each of
      the Chex Entities and Game Financial acknowledge that the agreements contained
      in the Subsection
      11.3
      are an
      integral part of the transactions contemplated by this Agreement. If the Chex
      Entities shall fail to pay the Termination Fee when due, the Chex Entities
      shall
      reimburse Game Financial for all reasonable costs and expenses actually incurred
      or accrued by it (including reasonable attorneys fees) in connection with the
      enforcement and collection of the Termination Fee. The Chex Entities shall
      be
      jointly and severally liable for the payment of the Termination
      Fee.

    


    12. Miscellaneous.

    


    12.1 Assignment.
      This
      Agreement shall be binding upon and inure to the sole and exclusive benefit
      of
      the parties and their respective successors and permitted assigns, provided
      that
      neither this Agreement, the Ancillary Agreements nor any of the rights,
      interests or obligations under this Agreement or the Ancillary Agreements may
      be
      assigned or delegated by a party without the prior written consent of all other
      parties, and any purported assignment or delegation shall be null and void.
      Notwithstanding the foregoing, Game Financial may assign its rights (but not
      delegate its obligations) under this Agreement to a direct or indirect
      subsidiary of Certegy, Inc. without the Chex Entities’ consent.

    


    12.2 Governing
      Law.
      This
      Agreement will be governed by and construed and interpreted in accordance with
      the substantive Laws of the State of Florida, USA, without giving effect to
      any
      choice-of-law or conflicts-of-law provisions. The prevailing party in any action
      arising out of this Agreement shall be entitled to the recovery of its
      reasonable attorneys fees. ANY CONTROVERSY ARISING OUT OF THIS AGREEMENT IS
      LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY
      IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
      JURY
      WITH RESPECT TO SUCH CONTROVERSIES. THE PARTIES UNDERSTAND AND HAVE CONSIDERED
      THE IMPLICATIONS OF THIS WAIVER, AND EACH MAKES IT VOLUNTARILY.

    


    12.3 Waiver.
      Neither
      party shall be deemed to waive any of its rights under this Agreement without
      agreeing to do so in writing. No waiver of a breach of this Agreement shall
      constitute a waiver of any prior or subsequent breach of this Agreement. No
      delay on the part of any party in exercising any right, power or privilege
      under
      this Agreement shall operate as a waiver, nor shall any single or partial
      exercise of any right, power or privilege preclude any other or further exercise
      or the exercise of any other right, power or privilege. Whenever this Agreement
      requires or permits consent by or on behalf of a party, that consent must be
      given in writing in a manner consistent with the requirements for a waiver
      as
      set forth in this subsection.

    


    12.4 Force
      Majeure.
      Neither
      party shall be liable for any loss or damage due to causes beyond its reasonable
      control, including earthquake, war, fire, flood, power failure, terrorist acts,
      acts of God or other catastrophes.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    12.5 Headings;
      Construction.
      The
      headings that appear in this Agreement are inserted for convenience only and
      do
      not limit or extend its scope. Each of the obligations contained in this
      Agreement are in addition to any other similar obligation contained in any
      other
      document entered into in connection with this Agreement, and are not intended
      in
      any way, form or fashion to limit the applicability of such other obligation.
      The parties agree that all obligations contained in this Agreement, are
      necessary and fundamental to the ongoing operation of the Business. Except
      as
      otherwise expressly provided, or unless the context otherwise requires: (i)
      words using the singular or plural number also include the plural or singular
      number, respectively, and the use of any gender herein shall be deemed to
      include the other gender; (ii) references to “sections,” “subsections” and other
      subdivisions without reference to a document are referring to the specified
      sections, subsections and other subdivisions of this Agreement; (iii) a
      reference to a subsection without further reference to a section is a reference
      to the subsection contained within the same section in which the reference
      appears; and (iv) the words “include,” “includes” and “including” are to be read
      as being followed by the phrase “without limitation.” All accounting terms used
      in this Agreement that are not expressly defined shall have the meanings given
      to them under GAAP. All references to “dollars” or “$” shall mean United States
      dollars.

    


    12.6 Entire
      Agreement.
      This
      Agreement constitutes the entire understanding of the parties with respect
      to
      its subject matter, and all prior agreements, understandings and representations
      relating to that subject matter are canceled in their entirety. The exhibits,
      schedules and each of the Ancillary Agreements are hereby incorporated by
      reference into and made a part of this Agreement for all purposes.

    


    12.7 Neutral
      Construction.
      This
      Agreement was negotiated fairly between the parties at arms’ length, and the
      final terms are the product of the parties’ negotiations. Each party has sought
      and received legal counsel of its own choosing with regard to this Agreement
      and
      the rights and obligations affected by it. This Agreement shall be construed
      equally against the parties regardless of who is more responsible for its
      preparation.

    


    12.8 Severability.
      If
      there is a conflict between this Agreement and any present or future Law, this
      Agreement shall be curtailed only to the extent necessary to bring it within
      the
      requirements of that Law, and the remainder of this Agreement shall remain
      in
      full force and effect.

    


    12.9 Notices.
      All
      notices, requests, demands, claims and other communications that are required
      or
      may be given pursuant to this Agreement must be in writing and delivered
      personally (with written receipt) by a reputable international overnight
      courier, by telecopy or facsimile or by registered or certified mail ( return
      receipt requested and postage prepaid), to the parties at the following
      addresses (or to the attention of such other Person or at such other address
      as
      any party may provide to the other party by notice in accordance with this
      subsection):

    


    if
      to
      Game Financial, to:

    


    Game
      Financial Corporation

    Attention:
      General Manager

     

     

    
      
        40

      

      
        
        

        
          

        

      

      
        
        

      

    

    11601
      Roosevelt Boulevard

    St.
      Petersburg, Florida 33717-2202

    Facsimile:
      (727) 556-9051

    


    with
      a
      copy to (which shall not constitute notice):

    


    Game
      Financial Corporation

    Attention:
      Law Department

    11601
      Roosevelt Boulevard

    St.
      Petersburg, Florida 33717-2202

    Facsimile:
      (727) 556 - 9196

    


    


    if
      to a
      Chex Entity to:

    


    Henry
      Fong

    Chairman

    Fast
      Funds Financial Corporation

    11100
      Wayzata Blvd.

    Suite
      111

    Minnetonka,
      Minnesota 55305

    Facsimile:
      (561) 514-9046

    


    with
      a
      copy to (which shall not constitute notice):

    


    Maslon
      Edelman Borman & Brand, LLP

    Attention:
      William M. Mower, P.A.

    3300
      Wells Fargo Centre

    90
      South
      Seventh Street

    Minneapolis,
      Minnesota 55402

    Facsimile:
      (612) 642-8358

    


    Notices
      shall be deemed given on the date of hand delivery, or on the date mailed (if
      mailed), in accordance with the first paragraph of this subsection.

    


    12.10 Time
      is of the Essence.
      Time is
      of the essence with respect to the obligations of the parties under this
      Agreement.

    


    12.11 No
      Third Party Beneficiary.
      This
      Agreement is made for the sole benefit of the parties and their respective
      successors and permitted assigns, and nothing contained in this Agreement,
      express or implied, is intended to or shall confer any third-party beneficiary
      right or other legal or equitable right, benefit or remedy upon any Person
      that
      is not a party (except to the extent that an Affiliate of a Chex Entity or
      Game
      Financial is expressly identified in this Agreement or is an Indemnified
      Party).


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    12.12 Counterparts.
      This
      Agreement may be executed in one or more counterparts, including by facsimile,
      for the convenience of the parties, and all such counterparts together will
      constitute one and the same original instrument.

    


    12.13 Amendment.
      This
      Agreement may be modified only by written agreement of the parties.


    


    12.14 No
      Successor Liability.
      It is
      expressly understood that the parties intend that Game Financial shall not
      be
      considered a successor to any Chex Entity or any of their Affiliates by reason
      of any theory of law or equity, and that Game Financial shall have no Liability
      except as otherwise provided in this Agreement for any obligation or liability
      of a Chex Entity or their Affiliates.

    


    12.15 Active
      Prospect List.
      Active
      Prospect List.
      Schedule
      12.15
      identifies certain active prospective customers of the Business (the
“Prospects”). If
      a
      Prospect (i) between the date hereof and Closing, enters into an agreement
      to
      purchase Business services and if Game Financial approves such agreement and
      agrees to assume it at Closing (in which case such agreements shall be
      considered “Assumed Contracts” and “Material Business Contracts” for purposes of
      the representations, warranties, covenants, indemnities and other provisions
      of
      this Agreement), or
      (ii)
      between Closing and the date six (6) months from Closing, enters into an
      agreement with Game Financial to purchase Business services, then
      Game
      Financial shall pay Chex Fifty Percent (50%) of the net profit earned by Game
      Financial during the initial term of such agreement (without renewals or
      extensions) (the “Commission”). “Net profit” means collected revenue less any
      and all direct expenses, costs of sale, commissions, costs of cash (adjusted
      up
      or down to the then-current level - right now it is 6%), amortized capital,
      and
      a reasonable allocation of fixed overhead. Game Financial shall pay 50% of
      the
      estimated future Commission expected to be earned during the initial term of
      the
      agreement (without renewals or extensions)(the "Prepaid Commission") on the
      later of (i) Closing, or (ii) when Game Financial starts providing services
      to
      such Prospect. Such estimated future Commission shall be calculated based on
      the
      projections from the client and the use of historical and known costs associated
      with sales and processing of the transactions. The remaining 50% of the
      Commission shall be calculated and paid quarterly in arrears throughout the
      initial contract term, and there shall be quarterly true ups based on the
      difference between the estimated and actual Commission and adjustments
      reflecting such differences will be made at that time; in addition, if contract
      terminates early (and if such termination is not the result of Game Financial's
      material breach), then the Prepaid Commission for such contract(s) shall be
      retroactively reduced to reflect the new shorter period of time over which
      Commissions have been actually earned, and Chex shall promptly pay to Game
      Financial the difference between the initially calculated and paid Prepaid
      Commission and the Prepaid Commission Chex would have received had it been
      initially calculated based on such shorter period of time.

     

    12.16 Isleta
      Contract.
      Isleta
      Contract.
      One of
      the Assumed Contracts is the November 21, 2002 Financial Services Agreement
      between Chex and The Pueblo of Isleta d/b/a Isleta Gaming Palace (the “Isleta
      Contract”), and that contract is now on a month-to-month term. “Promptly” for
      purposes of this subsection means within five (5) Business
      Days.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


     

    (i)
      If,
      prior to Closing, the Chex Entities obtain an extension of the Isleta Contract
      for 1 year or more, on terms and conditions pre-approved by Game Financial
      in
      writing (the “Extended Isleta Contract”) and the Extended Isleta Contract
      terminates for any reason during the first 12 months after Closing then the
      Chex
      Entities shall promptly pay to Game Financial an amount equal to: (i)
      $750,000,
      times
      (ii) a
      fraction, the numerator of which is 12 minus the number of months the Extended
      Isleta Contract was in place after Closing but prior to termination, and the
      denominator of which is 12. If, however, Isleta terminates the Extended Isleta
      Contract because of Game Financial’s breach, then there would be no payment owed
      to Game Financial by the Chex Entities.

     

    


    (ii)
      If
      the Extended Isleta Contract is not obtained prior to Closing and Isleta
      terminates the Isleta Contract or fails to renew for each of the 12 months
      following Closing (i.e., the parties expect the contract to remain in force
      for
      12 months following Closing), then the Chex Entities shall promptly pay to
      Game
      Financial $750,000. If Isleta terminates or fails to renew the Isleta Contract
      after such 12 month period there would be no payment owed to Game Financial
      by
      the Chex Entities.

    


    12.17 Survival.
      The
      representations, warranties and covenants contained in this Agreement, and
      in
      any document delivered pursuant to this Agreement, shall survive the Closing
      and
      any investigation made by Game Financial or the Chex Entities. No action for
      a
      breach or inaccuracy of the representations and warranties made or deemed made
      in this Agreement, or in any document delivered pursuant to this Agreement,
      shall be brought more than three (3) years following the Closing Date, except
      for: (i) claims arising out of the representations and warranties contained
      in
Subsections
      6.1 (Organization), 6.9 (Employee Compensation and Benefit Plans), 6.17 (Taxes),
      6.19 (Sufficiency of Assets), 6.20 (Brokers), and 7.1 (Organization) and 7.3
      (Brokers)
      (“Specified Representations”), which claims may be brought until the expiration
      of the applicable statute of limitations; (ii) Indemnified Claims of which
      the
      Indemnifying Party has been notified by the Indemnified Party within such three
      (3) year period; (iii) claims for material breach of representations or
      warranties made by a Chex Entity that were known to be inaccurate at the Closing
      and which were not then disclosed in writing to Game Financial, which claims
      shall survive indefinitely; and (iv) claims by Game Financial Indemnified
      Parties for indemnification with respect to Ongoing Commission or the litigation
      described on Schedule
      6.12,
      which
      shall also survive indefinitely. It is understood that a claim may be made
      prior
      to such time as the exact amount thereof is determined. 

    


    [signature
      page follows]


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
      Date.

     

    

      
        	 	
                GAME
                  FINANCIAL CORPORATION

              
	 	 	 
	 	 
	 	
                /s/
                  Renz R. Nichols

              
	 	
                By:

              	
                Renz
                  R. Nichols

              
	 	
                Title

              	
                President

              
	 	 	 
	 	
                CHEX
                  SERVICES, INC.

              
	 	 	 
	 	 
	 	 /s/
                Michael S. Casazza
	 	
                By:

              	 Michael
                S. Casazza
	 	
                Title:

              	 Acting
                CEO
	 	 	 
	 	 	 
	 	
                FASTFUNDS
                  FINANCIAL CORPORATION

              
	 	 	 
	 	 
	 	 /s/
                Michael S. Casazza
	 	
                By:

              	 Michael
                S. Casazza
	 	
                Title:

              	 Acting
                CEO


      



     

    
       

      




    44