Exhibit 10.6



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR CERTAIN REDACTED PROVISIONS OF THIS AGREEMENT. THE REDACTED
PROVISIONS ARE INDICATED BY THREE ASTERISKS ENCLOSED BY BRACKETS AND UNDERLINED.
THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.



STORED VALUE CARD





SERVICE AGREEMENT





dated as of April 1,
2003





between





FIRST DATA RESOURCES
INC.





and





NBO SYSTEMS, INC.

















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TABLE OF CONTENTS



Page

|Article 1  | Definitions and
		Interpretation         | 1 
|---------- | ---------------------------------------- | --
|Article 2  | Services                                 | 1 
|Article 3  | Payment for Services                     | 4 
|Article 4  | Dispute Resolution and
		Indemnification | 8 
|Article 5  | Limitation of Liability                  | 8 
|Article 6  | Disclaimer of
		Warranties               | 9 
|Article 7  | Term of Agreement                        | 9 
|Article 8  | Termination                              | 9 
|Article 9  | Confidential Nature of
		Data            | 12
|Article 10 | Representations                          | 13
|Article 11 | Interchange Settlement                   | 14
|Article 12 | Service Levels                           | 14
|Article 13 | Miscellaneous                            | 14
|           |                                          |   
|EXHIBIT A  | SERVICES/PRICING                         |   
|EXHIBIT B  | DEFINITIONS                             
|EXHIBIT C  | SPONSOR BANK AGREEMENT                  
|EXHIBIT D  | ARBITRATION                              |   
|EXHIBIT E  | INDEMNIFICATION                          |   
|EXHIBIT F  | SERVICE LEVELS                          





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STORED VALUE CARD

SERVICE AGREEMENT



This Stored Value
Card Service Agreement ("Agreement") dated as of April 1, 2003 ("Effective
Date"), is between First Data Resources Inc. ("FDR") and NBO Systems, Inc.
("Customer").



Recitals



WHEREAS, FDR and
Customer wish to enter into this Agreement to provide for the provision of data
processing and related services by FDR in connection with Customer's Accounts;



NOW THEREFORE, FDR
and Customer agree as follows:



Article 1

Definitions and
Interpretation



1.1 Definitions.
Unless the context otherwise requires, capitalized terms used herein shall have
the meanings specified in Exhibit B.



1.2 Interpretation.
Each definition in this Agreement includes the singular and the plural and the
word "including" means "including but not limited to." References to any statute
or regulation means such statute or regulation as amended at the time and
includes any successor statute or regulation. The section headings in this
Agreement are solely for convenience and shall not be considered in its
interpretation. The Exhibits referred to throughout this Agreement are attached
hereto and are incorporated herein.



Article 2

Services



2.1 Services.
FDR shall make available to and perform for Customer, through Customer's
relationship with Sponsor Bank(s), those services described in Exhibit A which
are applicable to Customer's Accounts or as specifically provided in Exhibit A
(the "Services"). Exhibit A and any document or service referred to in Exhibit A
shall be subject to periodic revision by FDR to reflect changes (i) to the FDR
System or the services provided by FDR and offered generally to FDR customers
and (ii) in the specific Services provided to Customer; provided, however, no
such change or improvement shall materially degrade the Services being provided
to Customer at such time. For the avoidance of doubt, the parties acknowledge
and agree that FDR will make available and perform the Services only for so long
as Customer is processing through MasterCard and/or VISA, and that it will be
necessary to amend this Agreement if at any time Customer desires to process
through a Network.



2.2 Communication
Links. FDR periodically shall install, provide or cause to be installed
or provided the means for communicating data from its facilities or equipment to
the facilities or equipment of Customer, and third parties designated by
Customer, as FDR determines is desirable to perform this Agreement. The method
of transmission and the media employed will be determined by FDR taking into
consideration relevant factors such as traffic



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type, inbound and
outbound message sizes, traffic loading distribution, and the equipment or
devices which are or may be used.



2.3 Enhancements.
Customer may periodically request customizations, enhancements, additions or
modifications (each an "Enhancement") to the FDR System. FDR shall evaluate all
such requests and, if terms and conditions can be agreed to (which shall include
payment by Customer of FDR's development charges), FDR shall develop and
implement each such Enhancement on terms and conditions agreed to by the
parties. Timing of any Enhancement is subject to scheduling and prioritization
by FDR of FDR's available resources. Any Enhancement shall remain solely the
property of FDR and Customer shall acquire no right, claim or interest in the
FDR System.



2.4 Start-Up.



(a) For the Start-Up,
Customer shall deliver to FDR all information reasonably requested from time to
time by FDR on dates reasonably requested by FDR and Customer and FDR shall
agree upon a plan for the Start-Up no later than thirty (30) days following the
Effective Date (the "Start-Up Plan").



(b) The Start-Up Plan
shall target an expected completion of the Start-Up on a mutually agreed upon
date (the "Scheduled Start-Up Date"). If the Start-Up is not completed by the
Scheduled Start-Up Date, FDR and Customer agree as follows: each party will
devote whatever resources it can reasonably make available to effect completion
of the Start-Up as quickly as possible. In arriving upon the Scheduled Start-Up
Date, FDR and Customer have assumed (i) all applicable approvals of VISA and
MasterCard will be obtained on a timely basis; (ii) the parties shall agree upon
a Start-Up Plan no later than thirty (30) days following the Effective Date; and
(iii) no hours of Custom Computer Programming Services will be required, or
requested by Customer, in connection with the Start-Up.



(c) Customer and FDR
each will (i) use all reasonable resources, including the assignment of adequate
and knowledgeable personnel, to assure timely performance of the functions
required of each under the Start-Up Plan, and (ii) comply with the provisions of
the Start-Up Plan so as to enable the Start-Up to be completed on or before the
Scheduled Start-Up Date.



(d) FDR shall
promptly notify Customer in writing as to any delay or problems being
encountered in the performance of FDR's obligations under the Start-Up Plan. If
Customer has knowledge that Customer has failed, or will fail to perform its
obligations under the Start-Up Plan on a timely basis, Customer shall promptly
so notify FDR. In the event of any delay in any of the Start-Up processes,
Customer and FDR shall work jointly to promptly resolve any difficulties and
ensure satisfactory completion of the Start-Up.



(e) FDR shall provide
the Start-Up at no charge; provided, however, Customer shall pay FDR at FDR's
then-standard rate for all Custom Computer Programming Services.



2.5 Compliance
With Law.



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(a) FDR and Customer
acknowledge that Customer is subject to a variety of federal, state and local
laws, regulations and judicial and administrative decisions and interpretations
applicable to its Transaction Card business, including without limitation those
pertaining to Regulation E, escheatment, card issuance to minors, equal credit
opportunity, truth in lending, fair credit billing, fair credit reporting, fair
debt collection practices, privacy and general consumer protection (the "Legal
Requirements"). The parties shall cooperate with each other in resolving issues
relating to compliance with the Legal Requirements in accordance with the
provisions of this Section 2.5.



(b) Customer is
solely responsible for (i) monitoring and interpreting the Legal Requirements,
(ii) determining the particular actions, disclosures, formulas, calculations and
procedures required for compliance with the Legal Requirements (whether to be
performed by FDR or by Customer) and (iii) maintaining an ongoing program for
compliance with the Legal Requirements. In addition, Customer is solely
responsible for reviewing and selecting the parameter settings and programming
features and options within the FDR System that will apply to Customer's
Transaction Card programs, and for determining that its selection of such
settings, features and options is consistent with the Legal Requirements and
with the terms and conditions of Customer's Accounts and disclosures to its
Cardholders. In making such determinations, Customer may rely on the written
description of such settings, features and options in the User Manuals, customer
bulletins and other system documentation provided by FDR to Customer.



(c) FDR is solely
responsible for compliance with all laws, regulations and judicial and
administrative decisions applicable to FDR as a third-party provider of data
processing services. FDR will not be responsible for any violation by Customer
of a Legal Requirement to the extent such violation occurs as a result of
performance by FDR of the Services in accordance with the FDR System
documentation (except as set forth in the succeeding sentence), actions or
instructions of Customer or written procedures provided by or approved by
Customer. FDR will be responsible for violation of the Legal Requirements which
result from inaccuracies in the FDR System documentation, User Manuals, customer
bulletins and other system documentation provided by FDR to Customer.



(d) Subject to the
terms of Article 9, FDR and Customer shall cooperate with each other in
providing information or records in connection with examinations, requests or
proceedings of each other's regulatory authorities.



2.6 Dependence on
Performance by Others. The obligation of FDR to timely perform the
Services is expressly subject to the timely performance by Customer, and
third-party vendors Customer engages, of their obligations and responsibilities,
but only to the extent that failure to so perform directly affects FDR's ability
to timely perform hereunder or the cost to FDR of performing hereunder.



2.7 Privacy of
Personal Financial Information. FDR and Customer acknowledge the
sensitivity and confidentiality of personal consumer financial information which
may be contained in Customer's Proprietary Information, including all personally
identifiable information relating to an individual consumer in connection with a
Customer's Account, any application for a Customer's Account or the marketing or
promotion of Customer's Accounts ("Personal Information"). In addition to the
obligations of the parties under Article 9, FDR and



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Customer acknowledge
the protections afforded by law to such Personal Information and each agrees to
comply with all such legal requirements applicable to it in the performance of
its obligations under this Agreement. Specifically, Customer represents and
warrants to FDR that Customer has provided all required notices, opt-outs,
opt-ins or other similar rights to consumers with respect to any Personal
Information delivered, transmitted or disclosed in any other fashion (i) by
Customer or its agents or representatives to FDR or its agents and
representatives, (ii) by FDR to any third party at the direction of Customer and
(iii) with respect to each of the Services provided by FDR under this Agreement.



2.8 Execution of
Sponsor Bank. Agreements by Sponsor Banks. Customer shall at all times
during the Term have in place contractual arrangements with one or more
financial institution members of VISA and/or MasterCard (each a "Sponsor Bank")
for sponsorship, clearing and settlement of transactions with respect to all of
the Cardholder Accounts of Customer. Customer shall cause each Sponsor Bank to
execute a sponsor bank agreement (each a "Sponsor Bank Agreement") with FDR. The
Sponsor Bank Agreements shall be in the form set forth as Exhibit C. In place of
a Sponsor Bank Agreement, Sponsor Bank and FDR may enter into such other
arrangement as may be agreed to in writing between FDR and Sponsor Bank and FDR
shall provide Customer a copy of such other agreement with Sponsor Bank. In the
absence of Sponsor Bank Agreements acceptable to FDR covering all of Customer's
Cardholder Accounts, FDR shall have no obligation to provide any Services to
Customer, may suspend provision of Services to Customer until such time as
Customer has in place Sponsor Bank Agreements acceptable to FDR covering all of
Customer's Cardholder Accounts, and, in accordance with the provisions of
Section 8.1, may terminate this Agreement. In the event Customer requires a new
Sponsor Bank for sponsorship, clearing and settlement of transactions with
respect to all of the Cardholder Accounts of Customer, FDR will make a good
faith effort to cooperate with Customer in securing a new Sponsor Bank;
provided, however, FDR shall have no liability for the failure of Customer to
secure a replacement Sponsor Bank and Customer acknowledges that FDR is unable
to provide the Services if Customer does not have a Sponsor Bank for all of
Customer's Cardholder Accounts. If Customer determines that it will switch
Sponsor Banks or add new Sponsor Banks, FDR will facilitate such switch or
addition, provided that: (a) Customer will provide at least sixty (60) days
advance written notice; (b) the new Sponsor Bank will cooperate in the steps
necessary to the switch or addition; (c) Customer will pay for any communication
links to the new Sponsor Bank and Section 2.2 will apply; (d) Customer will pay
for any out-of-pocket or third-party expenses of FDR relating to such switch or
addition; and (e) the new Sponsor Bank has executed a Sponsor Bank Agreement
acceptable to FDR with FDR prior to the switch or addition. If an additional
Sponsor Bank is required for Customer to secure a significant client, FDR and
Customer will mutually agree upon the terms and conditions, including costs, for
the addition of such Sponsor Bank.



Article 3

Payment for Services



3.1 Processing
Fees. Customer shall pay FDR the Processing Fees set forth in Exhibit A
to this Agreement. For each Processing Year after Processing Year 1, FDR may
increase each line item of Processing Fees set forth in Exhibit A to this
Agreement which were in effect for the immediately preceding Processing Year by
an amount not to exceed a percentage of the Processing Fees for such line item
which were in effect for the immediately preceding



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Processing Year. The
percentage to be used for purposes of this Section 3.1 shall be the percentage
increase in the CPI during a period described below; provided, however, if the
percentage increase in the CPI during such period exceeds four percent (4%), the
price increase shall equal: (a) four percent (4%) plus (b) the product of (i)
one half (1/2) and (ii) the amount by which the percentage increase in the CPI
exceeds four percent (4%) (e.g., if the CPI increases six percent (6%), FDR
shall be entitled to increase each line item of Processing Fees, as set forth
above, by five percent (5%)). For purposes of this Section 3.1, the "CPI" shall
be the Consumer Price Index compiled by the United States Department of Labor's
Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (CPI-U)
having a base of 100 in 1982-84, using that portion of the index which appears
under the caption "Other Goods and Services". The percentage increase in the CPI
shall be calculated as of ninety (90) days in advance of the effective date of
said increase by comparing the CPI using a twelve (12) month period ending as of
such date and expressing the increase in said CPI through the twelve (12) month
period as a percentage.



3.2 Special Fees.
Customer shall pay to FDR the Special Fees computed in accordance with Exhibit A
to this Agreement. If, at any time while this Agreement is in effect, the
charges are increased to FDR for items which are included in the Special Fees or
FDR obtains communication or other services included in the Special Fees by
another method, resulting in an increase in the charges to FDR for such items,
then FDR shall increase by an equal amount the Special Fees Customer is then
paying FDR for such items under this Agreement. Such price change by FDR shall
be effective on the effective date of the increase to FDR.



3.3 New Products.
If FDR commences to offer any new services or products generally to its
customers and Customer elects to use any such service or product, or if Customer
elects to use services or products which Customer had not previously elected to
use, then FDR shall provide such service or product at FDR's then current fees
and charges for such service or product or such other price as FDR and Customer
may mutually agree.



3.4 Minimum Fees.
In Processing Year 1, Customer will require and shall pay FDR for processing
services sufficient to generate aggregate Processing Fees at least equal to [*
* *] (the "Year 1 Minimum Processing Fee"). In each Processing Year
after Processing Year 1, Customer will require and shall pay FDR for processing
services sufficient to generate aggregate Processing Fees at least equal to [*
* *] of the Processing Fees paid during the immediately preceding
Processing Year, but in no event less than [* * *] (the "Minimum
Processing Fees"). FDR shall calculate the total Processing Fees paid by
Customer in respect of Services performed during each Processing Year (the
"Total Annual Processing Fees") within ninety (90) days after the end of each
Processing Year and will, after ten (10) days written notice to Customer, draw
upon Customer's account pursuant to Section 3.5 of this Agreement for the
amount, if any, by which the Year 1 Minimum Processing Fees or the Minimum
Processing Fees, as applicable, for the Processing Year exceed the Total Annual
Processing Fees for the Processing Year. For the avoidance of doubt and based on
economic assumptions material to each party underlying this transaction,
Customer and FDR expressly agree that Customer shall pay FDR Processing Fees
each Processing Year in an amount at least equal to the Year 1 Minimum
Processing Fee or the Minimum Processing Fees, as applicable, until this
Agreement



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is terminated by
Customer solely pursuant to the provisions of Section 8.2 of this Agreement or
until FDR terminates this Agreement and invokes compensatory payments pursuant
to Section 8.4 of this Agreement.



3.5 Method of
Payment. To facilitate the payment of Processing Fees, Special Fees,
compensatory payments pursuant to Section 8.4 of this Agreement and any other
fee, tax, interest payment, charge or amount due or payable to FDR under this
Agreement, Customer shall provide FDR with access to a bank account of
Customer's funds not requiring signature including notifying FDR of the demand
deposit account number and transit routing number for the account. FDR shall
draw upon the bank account on a monthly basis (with the exception of postage,
for which FDR shall draw upon the bank account on a daily basis) to pay fees,
taxes, interest payments, charges, or any other amount due or payable to FDR
under the terms of this Agreement. The detailed records of the amounts drawn on
the account of Customer will be provided by FDR to Customer on a monthly basis.
FDR shall be under no obligation to effect any Start-Up until the account has
been established as provided herein.



3.6 Interest.
If FDR is unable to obtain payment of Processing Fees, Special Fees,
compensatory payments pursuant to Section 8.4 of this Agreement or any other
fee, tax, interest payment, charge or amount due or payable to FDR under this
Agreement at the time provided for payment under this Agreement, the unpaid
amount of any Processing Fees, Special Fees, compensatory payments pursuant to
Section 8.4 of this Agreement or other fee, tax, interest payment, charge or
amount shall bear interest at the rate equal to the prime rate plus five percent
(5%), from the date on which payment should have been available until the date
on which FDR receives the payment. Interest shall not apply to amounts
reasonably disputed by Customer during such period as both parties are actively
working to resolve any questions on validity of an amount pursuant to Article 4.



3.7 Taxes.



(a) Customer shall
pay all taxes and similar charges, however designated, which are imposed by any
governmental authority by reason of FDR's fulfillment of its obligations
hereunder except for income taxes payable by FDR on amounts earned by FDR or
property taxes payable by FDR on property owned by FDR. Without limiting the
foregoing, Customer shall promptly pay FDR for any amounts actually paid or
required to be collected or paid by FDR.



(b) Customer
authorizes FDR to calculate the total amount of sales taxes due from Customer
hereunder. Customer shall supply FDR with all information necessary for FDR to
compute and remit the taxes (including any tax exempt certificate, claim letter
or similar documentation). FDR shall remit the sales taxes to the appropriate
taxing authority on behalf of Customer based on the information available to
FDR. If FDR underpays or overpays such sales taxes, Customer shall be
responsible for promptly paying any shortfalls (including any penalties or
interest) and for collecting any refunds from the appropriate taxing authority;
provided, however, if such underpayment is solely the result of the negligence
of FDR, FDR shall be responsible for any penalties associated with such
underpayment.



3.8 Deconversion.



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(a) Upon (i)
expiration or termination of this Agreement, (ii) transfer by Customer of any
accounts from the FDR System to a third party, (iii) abandonment or deletion by
Customer or Sponsor Bath (or by FDR, MasterCard or VISA on behalf of Customer or
Sponsor Bank) of any BIN or ICA of Customer or Sponsor Bank relating to accounts
from the FDR System, or (iv) manual removal by Customer or Sponsor Bank of any
accounts from the FDR System, Customer shall pay FDR, at FDR's then current
rates (for actual hours expended with respect to activities priced on an hourly
basis), for each activity completed by FDR in order to accomplish the
Deconversion of affected accounts, including systematic stripping and removal of
all such account information from the FDR System; provided, however, that the
amount Customer shall pay FDR for Standard Deconversion Services with respect to
any Deconversion performed by FDR pursuant to this Agreement shall not exceed [*
* *] per Deconversion. "Standard Deconversion Services" means (a) not
more than [* * *] of analysis, design, coding, implementation and
project management and (b) one set of test tapes, two sets of production tapes,
and one copy of verification reports.



(b) In addition, the
amount Customer shall pay FDR pursuant to Section 3.8(a) for any Standard
Strip-and-Throw performed by FDR shall not exceed [* * *].
"Standard Strip-and-Throw" shall have the meaning set forth in FDR's then
current published bulletin relating to Deconversions.



3.9 Growth Rebate.
In each Processing Year, Customer shall be entitled to a rebate based on average
number of Gross Active Accounts on the FDR System as of the last business day of
each calendar month of the applicable Processing Year ("Growth Rebate"). The
amount of the Growth Rebate shall equal the product of: (a) the Total Processing
Fees (excluding Processing Fees for item numbers 6147 and 7249) for such
Processing Year and (b) the applicable rebate percentage set forth in the
schedule below. FDR shall calculate the Growth Rebate, if any, for each
Processing Year within ninety (90) days after the end of each Processing Year
and credit the amount of such Processing Credit, if any, to Customer. For
Purposes of this Section, "Gross Active Accounts" shall have the meaning set
forth on the CD-121 Ledger Activity Report or its equivalent.



|NUMBER OF
		GROSS ACTIVE
		ACCOUNTS | REBATE 
|----------------------------------- | -------
|[* * *]                             | [* * *]
|[* * *]                             | [* * *]
|[* * *]                             | [* * *]
|[* * *]                             | [* * *]
|[* * *]                             | [* * *]
|[* * *]                             | [* * *]



By way of example, if
the average number of Gross Active Accounts for the last business day of each
month during Processing Year 2 is[[* * *]] and Total Processing
Fees for Processing Year 2 are [* * *], Customer will be entitled
to a Growth Rebate in the amount of [[* * *]] for Processing Year
2; and if the [[* * *]] of Gross Active Accounts



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for each month during
Processing Year 3 is [[* * *]] and Total Processing Fees for
Processing Year 3 are [* * *], Customer will be entitled to a
Growth Rebate in the amount of [[* * *]] for Processing Year 3.



Article 4

Dispute Resolution and
Indemnification



4.1 Informal Dispute
Resolution. Any controversy or claim between FDR and Customer arising from or in
connection with this Agreement whether based on contract, tort, common law,
equity, statute, regulation, order or otherwise ("Dispute"), shall be resolved
as follows:



(a) upon written
request of either FDR or Customer, the parties shall each

appoint a
representative to meet and attempt to resolve such Dispute;



(b) the designated
representatives shall meet as often as the parties reasonably deem necessary to
discuss the problem in an effort to resolve the Dispute without the necessity of
any formal proceeding; and



(c) arbitration
pursuant to Exhibit D for the resolution of a Dispute may not

be commenced until
the earlier of:



(i) the date that the designated representatives conclude in good faith that
amicable resolution through continued negotiation of the matter does not appear
likely; or



(ii) thirty (30) days after the date that either party requested negotiation of
the Dispute pursuant to Section 4.1(a) of this Agreement.



(d) Notwithstanding
the foregoing, this Section 4.1 shall not be construed to prevent a party from
instituting formal proceedings at any time to avoid the expiration of any
applicable limitations period, to preserve a superior position with respect to
other creditors or to seek temporary or preliminary injunctive relief pursuant
to Section 9.7.



4.2 Arbitration.
If Customer and FDR are unable to resolve any Dispute in the manner set forth in
Section 4.1, such Dispute shall be submitted to arbitration in the manner set
forth in Exhibit D.



4.3 Indemnification. The indemnification rights and obligations of Customer
and FDR under this Agreement are contained in Exhibit E.



Article 5

Limitation of
Liability



5.1 Limitation on
Liability. FDR's cumulative liability for any loss or damage, direct or
indirect, for any cause whatsoever (including, but not limited to, those arising
out of or related to this Agreement) with respect to claims (whether third party
claims, indemnity claims or otherwise) relating to events in any period shall
not under any circumstances exceed (a) in the



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case of the period
beginning on the effective date of this Agreement and ending upon the completion
of Processing Year 1, the Year 1 Minimum Processing Fee and (b) in the case of
any Processing Year thereafter, the amount of the Processing Fees paid to FDR
pursuant to this Agreement for Services performed in the immediately preceding
Processing Year.



5.2 No Special
Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY FOR
ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES. THIS SECTION SHALL NOT RELIEVE CUSTOMER OF ANY PAYMENT
OBLIGATIONS PURSUANT TO SECTION 8.4 OF THIS AGREEMENT.



Article 6

Disclaimer of
Warranties



EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, FDR SPECIFICALLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS AGREEMENT IS
A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT
APPLY TO IT.



Article 7

Term of Agreement



7.1 Term.
This Agreement is effective from the date hereof and shall extend for five (5)
Processing Years (the "Original Term"). Processing Year 1 of the Term shall
commence on the first day of the first calendar month following the completion
of the Start-Up and continue through the last day of the eighteenth (18th)
calendar month thereafter. For purposes of this Agreement, a "Processing Year"
means Processing Year 1 and each subsequent twelve (12) month period.



7.2 Renewal.
After the Original Term, this Agreement shall automatically be renewed for
consecutive periods of one (1) Processing Year (each a "Renewal Term"), unless
either party gives the other party written notice at least six (6) months prior
to the termination date of the Original Term or the then-current Renewal Term
that the Agreement will not be renewed.



Article 8

Termination



8.1 Termination by
FDR. FDR may terminate this Agreement:



(a) if Customer fails
to pay FDR any amount due pursuant to this Agreement and such failure is not
cured within two (2) business days following written notice from FDR to
Customer;



(b) upon written
notice to Customer in the event Customer fails to provide or maintain
sponsorship, clearing and settlement arrangements for the Cardholder Accounts
processed under this Agreement in the form set forth as Exhibit C or otherwise
satisfactory to



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FDR in its sole
discretion and in accordance with all applicable rules and regulations of VISA
and MasterCard; or



(c) if any Insolvency
Event occurs with respect to Customer.



The rights of FDR to
terminate under this Section 8.1 are cumulative and the existence of the right
under any provision or subsection is not exclusive of the right under any other
provision or subsection.



8.2 Termination by
Customer. Customer may terminate this Agreement:



(a) if any Insolvency
Event occurs with respect to FDR;



(b) as described in
Exhibit F with respect to the failure of FDR to satisfy the Service Levels; or



(c) if neither Visa
nor MasterCard will allow Customer's anonymous mall Transaction Card program to
continue and Customer pays FDR the amount described in Section 8.4(b).



8.3 Effect of
Termination. Upon termination, FDR shall have no further obligation to
provide services to Customer and all outstanding unpaid amounts due and owing to
FDR shall become immediately due and payable. Termination shall not affect the
following:



(a) the obligation of
Customer to pay for services rendered or any other obligation or liability owing
or which becomes owing under this Agreement whether the obligations arise prior
to or after the date of termination including the obligations to make the
payments provided in Article 3 of this Agreement and Section 8.4 of this
Agreement;



(b) the obligations
set forth in this Agreement in connection with any third party software pursuant
to Exhibit A;



(c) the obligations
of Customer regarding deletion, transfer or abandonment of BINs and ICAs
pursuant to Section 3.8; or



(d) the provisions of
Articles 4, 5, 6, and 9 and Exhibits D and E.



8.4 Payments Upon
Termination.



(a) If FDR elects to
terminate this Agreement for cause, Customer and FDR agree that, based on
economic assumptions material to each party, Customer shall make a compensatory
payment to FDR. Such compensatory payment shall be made by Customer prior to
Deconversion and shall equal the sum of:



(i) the Year 1 Minimum Processing Fee or Minimum Processing Fees, as applicable,
as set forth in Section 3.4 of this Agreement, for the Processing Year in which
the termination occurs (after crediting Customer for any Processing Fees paid
for Services provided in such Processing Year);



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(ii) the sum of the present values of a payment in each full Processing Year
(other than the year of termination) which remains during the Term of this
Agreement in an amount equal to thirty five percent (35%) of the Year 1 Minimum
Processing Fees or Minimum Processing Fees, as applicable, for the Processing
Year in which termination occurs; and



(iii) the amount of Balance Sheet Expenses remaining unamortized on the balance
sheet of FDR (the original amount of Balance Sheet Expenses on the balance sheet
of FDR shall not exceed [[* * *].]



(b) If Customer
elects to terminate this Agreement pursuant to Section 8.2(c), Customer and FDR
agree that, based on economic assumptions material to each party, Customer shall
make a compensatory payment to FDR. Such compensatory payment shall be made by
Customer prior to Deconversion and shall equal the amount of Balance Sheet
Expenses remaining unamortized on the balance sheet of FDR (the original amount
of Balance Sheet Expenses on the balance sheet of FDR shall not exceed [[*
* *].]



(c) Balance Sheet
Expenses shall be amortized on a straight line basis over the Original Term or
Renewal Term, as applicable.



(d) In determining
the present value of the amount set forth in (a)(ii) above, an interest rate
equal to the three (3) month Treasury Bill Rate, as quoted by The Wall Street
Journal for the date on which termination occurs or, if not available on the
date of termination, as soon thereafter as the next edition of The Wall Street
Journal is published, shall be assumed and the payments shall be assumed to be
made on the first day of each Processing Year.



(e) FDR and Customer
agree that the compensatory payment set forth in Section 8.4(a) and (b) are a
reasonable estimation, as of the date of this Agreement, of the actual damages
which FDR would suffer if FDR were to fail to receive the processing business
for the full Term.



(f) Despite the
foregoing, nothing in this Section 8.4 shall limit FDR's right to recover from
Customer any amounts for which Customer is otherwise liable under this
Agreement, except that upon payment of amounts due under Section 8.4(a) and (b),
Customer shall not be responsible for Minimum Processing Fee shortfalls after
the year of termination.



8.5 Deconversion
Assistance. Following notice of termination of this Agreement, Customer
and FDR shall mutually, expeditiously and in good faith proceed to agree upon
and document a Deconversion project plan which plan shall specify a date for the
Deconversion to be completed. FDR and Customer contemplate that the Deconversion
project plan may involve a six (6) to nine (9) month time frame for completion
and implementation. As part of the Deconversion project plan, FDR shall perform
the services necessary for Customer to transfer its Transaction Card business
from the FDR System to the internal or third-party-provided data processing
system which Customer has selected.



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Article 9

Confidential Nature of
Data



9.1 Customer's
Proprietary Information. Upon Customer's request, FDR shall return to
Customer (upon the expiration or termination of all of FDR's obligations under
this Agreement and payment by Customer of all amounts due to FDR hereunder) all
or any requested portion of the proprietary and confidential data of Customer
disclosed to FDR including the Cardholder Master Files (collectively,
"Customer's Proprietary Information").



9.2 FDR's
Proprietary Information. Customer acknowledges that all products and
systems provided or used by FDR, including, but not limited to, any
developments, Enhancements, methodologies, improvements or modifications, shall
remain solely and exclusively the property of FDR. In addition, FDR shall retain
sole and exclusive ownership in all works of authorship, ideas, concepts,
know-how and inventions, whether or not patentable, created or conceived by FDR
in the course of providing the services under this Agreement. Customer
acknowledges that FDR, in its sole discretion, may provide to other customers,
similar services to those outlined in this Agreement utilizing any intellectual
property owned or licensed by FDR as referenced in this paragraph. Customer
shall not obtain any proprietary rights in any proprietary or confidential
information which has been or is disclosed to Customer by FDR, including,
without limitation, any data or information that is a trade secret or
competitively sensitive material, whether owned or licensed or otherwise
provided by FDR; User Manuals; screen displays and formats; computer software;
methodologies; systems; products; system architecture and documentation related
to each of the foregoing, in each case, whether owned, licensed or otherwise
provided or used by FDR; software performance results; flow charts and other
specifications (whether or not electronically stored); data and data formats
(collectively, "FDR's Proprietary Information") whether any of the materials are
developed or purchased specifically for performance of this Agreement or
otherwise. Customer shall return to FDR all of FDR's Proprietary Information
upon the expiration or termination of this Agreement.



9.3 Confidentiality of Agreement. Except as required by law, both parties
shall keep confidential and not disclose, and shall cause its Affiliates and
their respective directors, officers, employees, representatives, agents and
independent contractors to keep confidential and not disclose, any of the terms
and conditions of this Agreement to any third party without the prior written
consent of the other party.



9.4 Confidentiality. FDR and Customer shall maintain Customer's Proprietary
Information and FDR's Proprietary Information, respectively, in strict
confidence. Without limiting the generality of the foregoing, FDR and Customer
each agree:



(a) not to disclose
or permit any other person or Entity access to Customer's Proprietary
Information or FDR's Proprietary Information, as appropriate, except that the
disclosure or access shall be permitted to an employee, officer, director,
agent, representative, external or internal auditors or independent contractor
of the party requiring access to the same in the course of his or her employment
or services;



(b) to ensure that
its employees, officers, directors, agents, representatives, auditors and
independent contractors are advised of the confidential nature of Customer's



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Proprietary
Information and FDR's Proprietary Information, as appropriate, and are precluded
from taking any action prohibited under this Article 9, provided that in any
event Customer and FDR shall each be liable for any breach of this Article 9 by
their respective employees, officers, directors, agents, representatives and
independent contractors; and



(c) not to alter or
remove any identification, copyright or proprietary rights notice which
indicates the ownership of any part of Customer's Proprietary Information or
FDR's Proprietary Information, as appropriate.



9.5 Release of
Information. Despite the foregoing, Customer agrees that Customer's
Proprietary Information may be made available to (a) VISA or MasterCard, in
association with Interchange Settlement, or (b) following notice to Customer, to
supervisory or regulatory authorities of Customer upon the written request of
any of the foregoing. Notwithstanding anything in this Agreement to the
contrary, Customer and FDR acknowledge that each Sponsor Bank and not Customer
owns the transaction and other data related to the accounts sponsored by such
Sponsor Bank. FDR may release such data to the applicable Sponsor Bank, the
regulatory authorities of such Sponsor Bank or designees of such Sponsor Bank.



9.6 Exclusions.
Nothing in this Article 9 shall restrict either party with respect to
information or data identical or similar to that contained in Customer's
Proprietary Information or FDR's Proprietary Information, as appropriate, but
which: (a) the receiving party can demonstrate was rightfully possessed by it
before it received the information from the disclosing party; (b) was in the
public domain prior to the date of this Agreement or subsequently becomes
publicly available through no fault of the receiving party or any Entity acting
on its behalf; (c) was previously received by the receiving party from a third
party or is subsequently furnished rightfully to the receiving party by a third
party (no Affiliate of FDR or Customer shall be considered to be a third party)
not known to be under restrictions on use or disclosure; (d) is independently
developed by such party; (e) is required to be disclosed by law, regulation,
court order or subpoena, provided that the disclosing party will exercise
reasonable efforts to notify the other party prior to disclosure; or (f) is
required to be disclosed to comply with or to enforce the terms of this
Agreement.



9.7 Remedy.
If either party breaches any of the obligations contained in this Article 9, the
non-breaching party may suffer irreparable harm and the total amount of monetary
damages for any injury to such party will be impossible to calculate and
therefore an inadequate remedy. Accordingly, the non-breaching party may (a)
seek temporary and permanent injunctive relief against the breaching party or
(b) exercise any other rights and seek any other remedies to which the
non-breaching party may be entitled to at law, in equity and under this
Agreement for any violation of this Article 9. The provisions contained in this
Article 9 shall survive the expiration or termination of this Agreement.



Article 10

Representations



10.1 FDR's
Representation. FDR represents and warrants that the execution and
delivery of this Agreement and the consummation of the transaction herein
contemplated does



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not conflict in any
material respect with or constitute a material breach or material default under
the terms and conditions of any documents, agreements or other writings to which
it is a party.



10.2 Customer's
Representation. Customer represents and warrants that the execution and
delivery of this Agreement and the consummation of the transaction herein
contemplated does not conflict in any material respect with or constitute a
material breach or material default under the terms and conditions of any
documents, agreements or other writings to which it is a party.



Article 11

Interchange Settlement



FDR and Customer
agree that Sponsor Banks will handle and settle Interchange Settlement pursuant
to the terms and conditions governing Interchange Settlement as set forth in the
Sponsor Bank Agreements. Upon the request of FDR, Customer shall pay FDR any
amount due to FDR pursuant to a Sponsor Bank Agreement that has not been paid by
a Sponsor Bank. For the avoidance of doubt, the parties acknowledge and agree
that FDR and Sponsor Banks will handle and settle Interchange Settlement only
for so long as Customer is processing through the MasterCard or VISA
organizations and that it will be necessary to amend this Agreement if at any
time Customer desires to process through a Network.



Article 12

Service Levels



While this Agreement
is in effect, FDR shall at all times provide the Services in accordance with the
service levels set forth in Exhibit F (the "Service Levels"). FDR agrees to
provide Customer with a monthly report setting forth the Service Levels and
FDR's performance during the just concluded calendar month relative to the
Service Levels. Upon request, FDR will review such reports with Customer
monthly. Customer hereby agrees that due to the difficulty of determining and
calculating its damages upon FDR's failure to perform in accordance with the
Service Levels, the remedies of payments and termination as described in Exhibit
F, upon such FDR failure are its sole and exclusive remedies for breach of this
Article 12 or the breach of the Service Levels and that Customer hereby elects
to waive any and all other remedies Customer may be entitled to under this
Agreement, at law, or in equity, as a result of the breach of this Article 12 or
the breach of the Service Levels.



Article 13

Miscellaneous



13.1 Assignment.
Except as otherwise provided herein, the rights and obligations of Customer are
personal and not assignable, either voluntarily or by operation of law, without
the prior written consent of FDR. Subject to the foregoing, all provisions
contained in this Agreement shall extend to and be binding upon the parties
hereto or their respective successors and permitted assigns.



13.2 Business
Continuity Plan. FDR has created a business continuity plan (the
"Business Continuity Plan") and will provide Customer with a written summary of
same upon written request. FDR reserves the right to change such Business
Continuity Plan and, upon



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request, will
explain all changes. No change shall degrade the quality of the Business
Continuity Plan in a manner which has a material, adverse impact on the
Services. FDR will make certain revisions to its Business Continuity Plan which
will meet or exceed regulatory agency contingency planning criteria. FDR' s
Business Continuity Plan includes a schedule for recovering critical business
functions.

13.3 State
Law. Except as provided in Exhibit D, this Agreement shall be governed
by the laws of the State of Nebraska as to all matters including validity,
construction, effect, performance and remedies without giving effect to the
principles of choice of law thereof. With respect to any claim arising out of
this Agreement, Customer irrevocably waives any objection which it may have at
any time to the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in the courts of the State of Nebraska and
the United States District Court located in the city of Omaha, Nebraska and
Customer further waives any claim such suit, action or proceeding is brought in
an inconvenient forum and further irrevocably waives the right to object, with
respect to such suit, action or proceeding brought in any such court, that such
court does not have jurisdiction over Customer. For purposes of any such suit,
action or proceeding Customer agrees that any process to be served in connection
therewith shall, if delivered, sent or mailed in accordance with Section 13.4,
constitute good, proper and sufficient service thereof.

13.4 Notice.
All notices which either party may be required or desire to give to the other
party shall be in writing and shall be given by personal service, telecopy,
registered mail or certified mail (or its equivalent), or overnight courier to
the other party at its respective address or telecopy telephone number set forth
below. Mailed notices and notices by overnight courier shall be deemed to be
given upon actual receipt by the party to be notified. Notices delivered by
telecopy shall be confirmed in writing by overnight courier and shall be deemed
to be given upon actual receipt by the party to be notified.

|If to FDR:                                                                                                                            | With a copy
		to:                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      |                                                                                                                                                          
|First Data
		Resources Inc.
		10825 Farnam
		Drive
		Omaha,
		Nebraska 68154
		Attn:
		President
		Telecopy
		Number: 402-222-7334    | First Data
		Resources Inc.
		10825 Farnam
		Drive
		Omaha,
		Nebraska 68154
		Attn: General
		Counsel
		Telecopy
		Number: 402-222-7700                 
|                                                                                                                                      |                                                                                                                                                          
|If to
		Customer:                                                                                                                     | With a copy
		to:                                                                                                                                        
|                                                                                                                                      |                                                                                                                                                          
|NBO Systems,
		Inc.
		3676 West
		California Ave. Bldg D
		Salt Lake
		City, Utah 84104
		Attn: CEO
		Telecopy
		Number: 801.973-4188 | Squire,
		Sanders & Dempsey LLP
		801 S.
		Figueroa, 14th Floor
		Los Angeles,
		CA 90017
		Attn: Russell
		M. Frandsen
		Telecopy
		Number: 213-891-9680

A party may
change its address or addresses set forth above by giving the other party notice
of the change in accordance with the provisions of this section.

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13.5 Waiver.
The failure of either party at any time to require performance by the other
party of any provision of this Agreement shall not affect in any way the full
right to require the performance at any subsequent time. The waiver by either
party of a breach of any provision of this Agreement shall not be taken or held
to be a waiver of the provision itself.

13.6 Relationship of Parties. Nothing contained in this Agreement shall be
deemed to create a partnership, joint venture or similar relationship between
the parties. The parties' relationship shall be that of independent parties
contracting for services. Neither party shall hold itself out as having the
authority to bind the other. All personnel and other agents employed by either
party in connection with this Agreement are such party's or its agent's
employees and not employees or agents of the other party.

13.7 Third
Party Beneficiaries. This Agreement is entered into solely for the
benefit of FDR and Customer and shall not confer any rights upon any Entity not
a party to this Agreement.

13.8 Subcontractors. FDR may subcontract all or any part of the Services,
but, notwithstanding any such subcontract, FDR shall remain primarily
responsible for performance of the Services.

13.9 Force
Majeure and Restricted Performance. If performance by a party of any
service or obligation under this Agreement, including Start-Up or Deconversion,
is prevented, restricted, delayed or interfered with by reason of labor
disputes, strikes, acts of God, floods, lightning, severe weather, shortages of
materials, rationing, utility or communication failures, failure of MasterCard
or VISA, failure or delay in receiving electronic data, earthquakes, war, acts
of terrorism, revolution, civil commotion, acts of public enemies, blockade,
embargo, or any law, order, proclamation, regulation, ordinance, demand or
requirement having legal effect of any government or any judicial authority or
representative of any such government, or any other act, omission or cause
whatsoever, whether similar or dissimilar to those referred to in this clause,
which are beyond the reasonable control of such party, then such party shall be
excused from the performance to the extent of the prevention, restriction, delay
or interference.

13.10 Severability. If any provision of this Agreement is held invalid or
unenforceable for any reason, the invalidity shall not affect the validity of
the remaining provisions of this Agreement, and the parties shall substitute for
the invalid provisions a valid provision which most closely approximates the
intent and economic effect of the invalid provision.

13.11 Audit.
From time to time during the Term of this Agreement, FDR will allow a third
party, selected by FDR, to perform an audit of the electronic data processing
environment maintained by FDR to provide the services contemplated under this
Agreement. FDR shall provide Customer with a copy of the results of the audit if
Customer requests a copy in writing.

13.12 Risk
of Loss. Customer shall be responsible for any and all risk of loss to
any tangible item (a) provided by FDR for Customer (including without limitation
statements and embossed cards) upon the delivery of such items to the U.S.
Postal Service or such other courier as Customer may select and (b) provided by
Customer to FDR until actual receipt of such items

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by FDR. It is
expressly understood that the U.S. Postal Service and any courier selected by
Customer are the agents of Customer and not FDR.

13.13 Equal
Employment Opportunity. FDR will not discriminate against any employee
or applicant for employment because of race, color, religion, sex, national
origin, disability, age or veteran status as ordered by the Secretary of Labor
pursuant to Section 202 of Executive Order 11246, Section 503 of the
Rehabilitation Act of 1973, and Section 402 of the Vietnam Era Veterans
Readjustment Assistance Act of 1974.

13.14 Entire
Agreement. This Agreement, including Exhibits and the executed Affiliate
Agreements, if any, sets forth all of the promises, agreements, conditions and
understandings between the parties respecting the subject matter hereof and
supersedes all negotiations, conversations, discussions, correspondence,
memorandums and agreements between the parties concerning the subject matter.

13.15 Amendments. This Agreement may not be amended except by a writing signed
by authorized representatives of both parties to this Agreement.

13.16 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

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IN WITNESS
WHEREOF, the parties to this Agreement have caused it to be executed by their
duly authorized officers as of the date first written above.

FIRST DATA
RESOURCES INC.

By: /s/ Stephen
T. Selzer

Name: Stephen
T. Selzer

Title: E.V.P.



NBO SYSTEMS
INC.

By: /s/ Randy
J. Steck

Name: Randy J.
Steck

Title: COO

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EXHIBIT A

SERVICES/PRICING

I. General
Provisions Applicable to the Services

A. FDR will provide the data processing and related services as described in
FDR's User Manuals and customer bulletins as updated by FDR from time to time.

B. The Services are further described in Section II of this Exhibit A.

C. Customer shall have the right to use or decline any of the Services listed
below on a line by line basis.

II. Processing
Fees

A. Price Schedule

|Item Number | Item Name                                                                  | Item
		Definition                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Price per Item        
|----------- | -------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------
|TBD         | Cardholder
		Support Services Set-up                                       | One time fee
		includes development and programming for a GUI platform (desktop
		solution), training curriculum and procedure manual development and
		additional programming to incorporate Customer into FDR's existing
		stored value telephone customer service call queue.                                                                                                                                                                                                       | 2,500.00
		/one-time  
|231         | Cardholder
		Support Servivces Executive Level Complaint Letter Processing | Charge for
		executive level complaint letter processing performed by FDR. This
		service is comprised of the processing of executive level complaint
		letters, attorney letters, Better Business Bureau letters or letters
		received from regulatory agencies, for an additional charge. The
		processing includes drafting a written response and submitting it
		Customer for review and approval. Upon Customer's approval, FDR will
		mail the response to the inquiring party. | 92.50 /item           
|234         | Cardholder
		Support Services Record Filming                               | Charge
		incurred for record filming services provided by FDR. FDR will prep,
		film and index written cardholder correspondence received by FDR from
		Customer's Cardholders, Customer, or its agents.                                                                                                                                                                                                                                                                               | 0.20000 /item         
|235         | Cardholder
		Support Services Records Retrieval                            | This element
		identifies the charge for retrieval of cardholder records. FDR will
		retrieve cardholder statements and correspondence from film, microfiche,
		and/or CD-ROM, as requested by cardholders or as needed for internal
		account research.                                                                                                                                                                                                                               | $2.25 /request        
|1150        | NetSage                                                                    | Web site
		generated NetSage occurrences.                                                                                                                                                                                                                                                                                                                                                                                                                                              | 0.04000
		/utterance  
|TBD         | Web
		Transaction Fee                                                      | Web site
		generated occurrences excluding account enrollment, e-chats, activation
		and fund loads, which are billed separately. Standard web occurrences
		covered under this element include changing vital statistics and viewing
		statements.                                                                                                                                                                                                                                    | 0.04000
		/Transaction
|TBD         | SageMail                                                                   | Web site
		generated SageMail emails.                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 0.04000 /email        
|1151        | Web Load                                                                   | Web site
		generated Load.                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 0.25000 /Load         



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|1152 | Stored Value
		Web Hosting Fee                         | Hosting and
		storage area network ("SAN") services for all stored value accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | [* * *]
|---- | ------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|1153 | Web
		Enrollment                                       | Account
		enrolling via the web.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [* * *]
|1155 | Web
		Activation                                       | Account
		activating via the web.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | [* * *]
|1156 | Stored Value
		Report Subscription Fee                 | Processing
		and sending metrics and use reports to clients                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | [* * *]
|1157 | Stored Value
		Card Web Application - Set-up           | Configuration
		of existing stored value web sites to support issuer branding, color
		palates, terms and conditions, privacy statements, and selection of
		existing web supported transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | [* * *]
|n/a  | CD-ROM
		Services                                      | The storage,
		on Compact Disc-Read Only Memory ('CD-ROM'), of statements and reports
		for purposes of record retention, accessing and archival purposes.
		Customer, at its option, may elect to utilize the CD ROM Services and/or
		On-Line Report Services for the same items. Notwithstanding anything in
		this Agreement to the contrary, Customer is responsible for determining
		the acceptance of the CD-ROM Services under state and Federal
		regulations, including but not limited to obligations to retain
		information for a specified period of time, signature verification and
		the admissibility of documents into evidence. It is Customer's
		responsibility to keep records on other media, if such are required
		under state and Federal regulations because of the limited acceptance or
		admissibility of the CD-ROM Services or the technology to be used under
		this Agreement to provide the CD-ROM Services. Customer shall provide at
		its expense the minimum personal computer configuration set forth below:
		
		386/486
		Processor with Hard Drive (486 preferred)
		8 MB RAM (12
		MB preferred)
		3.1 Windows
		Mouse
		14" VGA Color
		Monitor (SVGA preferred)
		CD-ROM Drive
		(double speed)
		Laser Printer | [* * *]
|4353 | CD-ROM
		Bundle-Summary                                | A CD-ROM
		Bundle which summarizes previously produced CD-ROM Bundles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | [* * *]
|4354 | CD-ROM Report
		Data Page                              | Each data
		page of report information on CD-ROM which is provided to Customer or to
		a party on behalf of Customer.
		
		A CD-ROM
		Bundle, for purposes of the reports on CD-ROM services, consists of two
		(2) copies, one for Customer, and one for archive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | [* * *]
|6147 | Cardholder
		Support Services- Representative Training | Fees incurred
		by FDR for the initial training of the representatives performing
		Cardholder Support Services.
		
		Additional
		fees for representative training due to required additions to staff
		because of anticipated higher call/work volume, change in hours of
		operation, and procedural changes or updates.
		
		Training fees
		incurred by FDR for representatives required due to staff attrition will
		be absorbed by FDR and will not be assessed to Customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | [* * *]



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|7201 | FDR Chronicle
		- Record on File           | Each record
		of data, in a narrative not to exceed 2,000 bytes, which, during a
		calendar month, is stored within or added (either manually or via the
		FDR System) to a Cardholder Amount, for use as a display of account
		contact or for history tracking. The First Data Chronicle Memo is
		customizable through the use of memo types, specific memo retention,
		display filters, sort criteria, Customer-defined memo formats and memo
		text standardization, | [* * *]
|---- | ------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|7204 | Amount On
		File                           | Each account
		of a Cardholder of Customer (including but not limited to charged oft
		authorization only and debit amounts) that remains on Customer's master
		file at FDR on the last processing day of the calendar month as defined
		on the CD-121 Ledger Activity Report or the equivalent report.                                                                                                                                                                  | [* * *]
|7205 | Cardholder
		Statement                     | Each periodic
		summarization of activity (whether printed or otherwise) associated with
		a Transaction Card issued by Customer, including but not limited to
		single statements, dual statements, and reprints of information from a
		CIS Statement currently stored on-line on the FDR System. Service
		includes statement messaging on original statements and preparation
		required for delivery.                                                                 | [* * *]
|7216 | Non-Monetary
		Transaction                 | Each entry of
		non-monetary information subsequently posted or unposted to a Cardholder
		masterfile of Customer, or an inquiry into the computer records of
		Customer and its Cardholders (potential and existing) by the use of a
		terminal, through an ATM, or by tape.                                                                                                                                                                                              | [* * *]
|7244 | ODS Select
		Transaction                   | ODS Select
		Transactions (read-only, View 'Select' transactions entered by Customer
		in conjunction with Client Developed Applications). If Customer uses ODS
		at its location, Customer must execute appropriate end-user software
		licensing terms.                                                                                                                                                                                                                  | [* * *]
|7279 | Account Level
		Action-Accounts Reviewed   | Each
		Cardholder Account on File reviewed in connection with Account Level
		Action (ALA). ALA allows Customer the ability to have a set of several
		non-monetary transactions automatically initiated at the level of the
		individual Cardholder Account based upon decision tables built by
		Customer.                                                                                                                                                               | [* * *]
|7281 | Account Level
		Action-Action Set Selected | Each set of
		non-monetary transactions generated for a Cardholder Account in
		connection with an ALA account review.                                                                                                                                                                                                                                                                                                                                                     | [* * *]
|7311 | CIS - Online
		Statement                   | Each set of
		statement information regarding Customer's Cardholder Accounts that is
		stored on the FDR system and accessible by Customer via Customer's CRT
		terminals. CIS Statement information includes the information set forth
		on a Cardholder Statement such as, but not limited to, the name,
		address, account number, statement date, payment date, cycle days,
		annual percentage rates, and monthly periodic rates.                                     | [* * *]
|7312 | CIS - Details                              | Each item of
		information regarding transactions that have posted or will post to a
		Cardholder Statement such as charges, payments, credits and
		authorizations not aged off the Cardholder's file, Cardholder payment
		history, and real-time authorizations.                                                                                                                                                                                                        | [* * *]



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|7900 | Lost/Stolen
		Account Processing        | Automatic
		actions, relating to the processing of a Cardholder's Account statused
		as lost or stolen, required to prompt Customer fraud/security
		representatives, record the representatives directive(s) and request
		that a Cardholder Account number be listed in the appropriate Combined
		Warning Bulletin; automatically report the cardholder's Account number
		to Visa and MasterCard's Authorization Exception System, if applicable;
		systematically, based upon Customer's pre-defined parameters, initiate
		the set-up of a new Cardholder Account; reconcile transactions posted
		but not yet statemented at the time of the Cardholder's reporting,
		including but limited to the transfer of valid transactions to the
		Cardholder's replacement account and identification and recording of
		non-valid transactions as fraudulent; automatically request approved
		reissue of account plastic(s) and suspend reissue of account(s) not
		approved for review by Customer; and automatically update the
		Cardholder's phone number in the Cardholder masterfile from the
		lost/stolen report. | [* * *]
|---- | --------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|7909 | Lost/Stolen
		Account Manage-ment       | Each
		transaction posting to a Cardholder Account of Customer statused as lost
		or stolen which is automatically identified and reported to an on line
		work queue from which Customer may initiate on-line transactions to
		produce a transaction adjustment, a chargeback, or a ticket retrieval
		request; issue an affidavit of fraud or forgery to Customer's
		Cardholder; and/or report a fraudulent transaction to Visa or
		MasterCard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | [* * *]
|7207 | Letter                                  | Each letter
		prepared by FDR's computer, in accordance with Customer's Product
		Control File settings or CRT entry requests made by employees of
		Customer. Each such Letter shall have on-line composition and editorial
		features and options including signatures, logos, multiple type faces
		and additional page letter generation. Service includes any preparation
		required for delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | [* * *]
|7208 | Letter -
		Insert                       | Each
		inserting of advertising or other item of information not contained on a
		Letter, including but not limited to generic reply envelopes, into a
		windowed envelope containing a Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | [* * *]
|7210 | Letter -
		Priority Mailing             | Each Letter,
		with or without Letter Insert, which is handled separately from
		Customer's first class mailings to provide next day delivery of said
		item.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [* * *]
|7212 | Letter -
		Group Samples                | Each
		individual or set of Letters prepared by FDR's computer, in accordance
		with Customer's Product Control File settings or CRT entry requests made
		by employees of Customer, which is printed and mailed to Customer in a
		draft format for Customer's review and approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | [* * *]
|7213 | Letter -
		Set-up, Revision or Deletion | Each
		addition, deletion or change, performed by FDR on behalf of Customer, of
		a Customer's Letter format or inputs including but not limited to
		digitized signatures and logos of Customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | [* * *]
|7214 | Cardholder
		Notice                     | Each brief
		notification to a Cardholder of Customer prepared by FDR's computer at
		the request of Customer based upon Customer's Product Control File or a
		CRT entry request made by an employee of Customer, including but not
		limited to delinquency notices, delinquency statements, overlimit
		notices and first activity notices. This service includes any
		preparation required for delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [* * *]
|7215 | Monetary
		Transaction                  | Each posting
		of a monetary transaction to Customer's Cardholder Accounts, including
		but not limited to sales, returns, cash advances, payments, reversals,
		adjustments and annual charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | [* * *]
|3510 | Authorizations Cardholder               | Each instance
		in which the Cardholder records of Customer are accessed for an
		authorization, including but not limited to personal identification
		number (PIN) verification and Cardholder address verification services,
		or when the authorization request is switched to Customer's location to
		access the off-site Cardholder masterfile of Customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [* * *]



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|7217 | Issuer
		Chargeback            | Each return
		of a Ticket and receipt of the amount thereof from an Issuer to an
		Acquirer as provided for in the then- current MasterCard and VISA
		international rules and regulations, or applicable domestic regulations.
		Issuer Chargebacks subsequently reversed by the Acquirer will be
		forwarded by FDR to Customer for resolution via the On-Line Direct Sell
		Chargeback System | [* * *]
|---- | ------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------
|7248 | CS VRU Calls
		(w/o transport) | This element
		identifies the charge for inbound telephone calls handled by a voice
		response unit (VRU). Below is a "volume-sensitive" price grid as defined
		in Exhibit A, Section II(b).
		
		Monthly
		Volume in Minutes:
		
		[* * *]                                                                                                                                                     | [* * *]
|7248 | CS VRU Calls
		(w/transport)   | This element
		identifies the charge for inbound telephone calls handled by a voice
		response unit (VRU). Below is a "volume-sensitive" price grid as defined
		in Exhibit A, Section II(b).
		
		[* * *]                                                                                                                                                                                       | [* * *]
|7249 | CS Handled
		Minutes           | This element
		identifies the charge for inbound calls handled by a First Data customer
		service representative (CSR). Talk time and wrap-up time are included in
		the charge. Below is a "volume-sensitive" price grid as defined in
		Exhibit A, Section II(b).
		
		[* * *]                                                                                                                 | [* * *]



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|7365 | Dispute &
		Chargeback                                | Each new
		dispute inquiry which is received by FDR for processing. FDR will
		respond to incoming mail inquiries (with the exception of when
		VISA/MasterCard regulations do not require the dispute to be in written
		form) regarding charges posted to Customer's Cardholder Accounts that
		are not recognizable to the Cardholder, duplicate charges, or charges
		for which the Cardholder either (I) disputes the quality of goods or
		services received, (ii) makes a claim of non-receipt of goods or
		services, or (iii) otherwise asserts a claim of a billing error. The
		inquiries processed within the Dispute/Chargebacks area exclude
		inquiries relating to collections or potential fraud activity. FDR
		provides research of inquiries; performs sales draft retrieval requests,
		and handling of disputes through all phases (chargeback, representment,
		pre-arbitration, compliance and good faith). | [* * *]
|---- | ----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|7232 | CIMS -
		Regular Workcase                             | Each Workcase
		that, for whatever reason, requires review, task completion and/or
		follow-up by Customer's personnel in order to resolve a Customer
		Inquiry.
		
		The average
		number of CIMS Regular Workcases for a month is calculated by adding
		together the ending number of Regular Workcases of month 'a' after purge
		plus the ending number of Regular Workcases of the subsequent month
		(month 'b') before purge and then dividing the total number by 2. This
		calculation will equal the average number of Regular Workcases processed
		on the system for month 'b'.                                                                                                                                                                                                                                                                                                                                        | [* * *]
|7255 | CIMS -
		Regular Workcase Actions                     | Each (i) task
		which is performed in the resolution of a Regular Workcase or (ii) brief
		communication that contains directive, advisory or informative matter
		stored within an Action Workcase that is entered by Customer's
		personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | [* * *]
|TBD  | Collection
		Chargeback                               | Each
		chargeback received by FDR in connection with a closed Cardholder
		Account of Customer and processed by FDR. FDR will perform monetary
		entries, not related to customer service, to chargeback eligible charges
		received after certain Cardholder Accounts have been closed.
		Unauthorized sales and cash advances will be systemically placed in a
		revolving queue within the FDR System after the nightly FDR System
		update in the event such sales or cash advances exceed the provider
		floor limit and meet criteria set forth in Customer's product control
		file ('PCF'). FDR will process Cardholder Accounts in the queue with
		status codes of B, C, E, F, I, and Z, in accordance with the Procedures
		Manual.                                                                                                                                                                                      | [* * *]
|7366 | Cardholder
		Support Services - Mail Customer Service | This element
		identifies the charge for cardholder mail processing performed by FDR.
		FDR will provide the resolution of written cardholder inquiries,
		notices, and includes account maintenance performed on the FDR System
		for monetary and non-monetary changes and non-solicitation account data
		entry of changes to cardholder information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | [* * *]
|7600 | Embossing Set
		Up                                    | Each instance
		in which a change is made to any or all of (i) Customer's prin level (if
		prin level billing for set-ups is required), (ii) the plastic stock
		number, (iii) card carrier, (iv) tipping foil, (v) card activation flag
		and sticker and/or (vi) ultragraphic color in connection with Customer's
		plastic cards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [* * *]



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|TBD  | PlastiCard
		Bulk Fulfillment            | Each plastic
		for which FDR has mechanically raised personalized characters prepared
		at the request of Customer. Includes up to three lines of alpha-numeric
		font and one line of OCR font on a ".030" millimeter plastic, the
		recording and verifying of data on the transaction card's magnetic
		stripe (high coercivity and low coercivity encoding), the tipping of a
		plastic through the placement of a contrasting color plastic film on the
		raised embossed characters, bulk packaging and labeling to be sent to
		Customer designated location(s). | [* * *]
|---- | ---------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|7605 | Vault Storage                            | Inventory and
		storage of plastics procured from a source other than First Data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | [* * *]
|7624 | CVV Generation Verification              | The
		calculation and encoding and/or indent printing of the VISA Card
		Verification Value (CVV) or MasterCard Card Validation Code (CVC).                                                                                                                                                                                                                                                                                                                                                                                                                             | [* * *]
|7609 | Plasticard
		Manual Rush Emboss Same Day | Rush
		servicing of a Customer request for an embossed Cardholder plastic
		received from hardcopy, faxed or mailed reports or requests where FDR
		mails or delivers the plastic to a courier during the same day as the
		Customer's request is received. Service includes manual embossing,
		carrier printing, hand inserting and other services required to prepare
		the plastic for delivery, and applies to any plastic piece handled
		separately from Customer's PlastiCard Standard Embossing Services.                                                      | [* * *]
|7611 | Automatic
		Rush Embossing               | Each rush
		servicing of a Customer request for a Cardholder embossed plastic and/or
		PIN/Post Mailers through use of on-line rush program on the FDR System.
		Cards ordered day 1 will be mailed day 2.                                                                                                                                                                                                                                                                                                                                                              | [* * *]
|9951 | Half Bowe                                | This element
		identifies the charge to affix a plastic to a letter or form that has
		been printed with personalized cardholder information using the
		PlastiCard Presentation product (PEP).                                                                                                                                                                                                                                                                                                                                                                         | [* * *]

B. Fenceposts

If the ratio
set forth below is exceeded, Customer shall pay FDR the amount set forth below
for each item in excess of the quantity set forth below.

CIS - Online
Statement (IN 7311) - assumes two months plus cycle-to-date per AA. For
additional months of online storage in excess of this quantity, a charge will be
due calculated as follows:

[* * *].

AA = Active
Account = means any designated Cardholder Account that had, during the period of
determination as to whether such designated Cardholder Account is an Active
Account, a balance or for which a debit, credit, or payment has taken place
during such period.

MAA = Monthly
Active Account = the number of Active Accounts on the last day of the previous
month as set forth on the CD121 from the last day of the previous month or its
equivalent.

C.
Volume-Sensitive Grid/Tiered Prices

(i)
"Volume-Sensitive" pricing is the billing of the entire periodic volume used for
a service at the same price based on a grid. The grid states a different rate
for various levels of usage and can be based on monthly or yearly volumes. The
amount billed will be the grid price based on the applicable volume, multiplied
by the total volume of the applicable item used or generated during the period.
By way of example:



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|Monthly Volume | Price Per Item
|-------------- | --------------
|[* * *]        | [* * *]       
|[* * *]        | [* * *]       

In the above
example, (a) if the volume for the month is [* * *]or under, the
billed amount would be the total volume of items multiplied by $.02, and (b) if
the volume for the month is over [* * *], the billed amount would
be the total volume of items multiplied by $.01. For a Total Monthly volume of
[* * *]).

(ii) "Tiered"
pricing is the billing of each tier (increment) of periodic volume used for a
service at a different price based on a grid. The grid states a different rate
for each increment of the overall usage and can be based on monthly or yearly
volumes. The amount billed will be the sum of: (i) the price corresponding to
the first increment of volume in the grid, multiplied by that portion of the
total volume of the applicable item used or generated during the period which
portion falls within the range indicated in the first increment of volume in the
grid, (ii) the price corresponding to each subsequent increment of volume in the
grid, multiplied by that portion of the total volume which falls within its
corresponding range (as applicable). By way of example:

|Monthly Volume | Price Per Item
|-------------- | --------------
|[* * *]        | [* * *]       
|[* * *]        | [* * *]       

[* * *].

(iii) The FDR
billing system allows an automatic billing of the appropriate monthly
Volume-Sensitive or Tiered pricing. Annual Volume-Sensitive or Tiered pricing
requires manual tracking and potential adjustments at the end of the Processing
Year, when annual volumes can be determined.

D. Explanation
of Pricing Terms

For purposes of
this Exhibit A: (i) "quote" means this Agreement does not contemplate the use of
this service or product, but FDR shall, on the request of the Customer, provide
a price for such service or product, (ii) "n/a" means the applicable description
is an overall description of the applicable service for reference only and does
not describe a particular billing element, and (iii) "included" means the charge
for the service or product is included in the price of ether items in this
Exhibit A.

III. Special
Fees

A. Customer
shall pay FDR the following in connection with FDR's purchase, installation and
management, as applicable, of telecommunications connectivity and equipment on
Customer's behalf:

|Item Number | Item                               | Definition                                                                                                                                                                   | Price Per Item
|----------- | ---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|4600        | Installation/Professional Services | Standard
		Installation
		Standard
		Installation with Dial-Up Backup Line
		Complex
		Installation
		
		This fee
		includes:
		- Customer
		telecommunications requirements | [* * *]       



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|     |                             | review
		network design
		- Capacity
		planning
		- Redundancy
		planning
		- BCP
		planning
		- Performance
		requirements
		- Equipment
		configurations
		- Design
		review
		-
		Coordination of carrier connectivity and access
		- FDR
		delivery services and professional services
		- Design
		review
		- Project
		management services
		- Validation
		and testing of project design, hardware and software technology
		- Physical
		installation of design configuration
		- Post
		installation certification, testing and review
		
		This charge
		applies whether or not FDR contracts with vendors of connectivity and
		equipment on behalf of Customer.
		
		NOTE: This
		service does not include VTAM (Virtual Telecommunication Access Mode)
		programming, transmission programming, client site installation, or
		Logical Units (LU)/Physical Units (PU) changes which will be billed
		separately.                                                                                                                                                                                                                    |      
|---- | --------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----
|4610 | Monthly
		Access Fee        | This fee
		includes:
		
		-4611
			Connectivity expense from the carrier
			-4612
			Taxes or other government charges assessed by the carrier
			-4613 Use
			of originating equipment and other backbone infrastructure at FDR's
			location
			-4614
			Maintenance by the carrier or other third party of originating
			equipment and other backbone infrastructure at FDR's locationFDR may
		increase the Monthly Access Fee upon thirty (30) days prior written
		notice to Customer following: (A) FDR's renegotiation of FDR's contract
		with a vendor of telecommunications connectivity or equipment or (B)
		imposition of increased taxes or other government imposed charges on
		telecommunication connectivity or equipment. If Customer objects to an
		increase in the Monthly Access Fee, Customer may contract directly with
		vendors of telecommunication connectivity and/or equipment to provide
		connectivity and equipment. It is FDR's intention to adjust the Monthly
		Access Fee downward when possible to reflect industry trends, but FDR
		cannot guarantee the amount or timing of any downward adjustment. | Quote
|4611 | Terminating
		Equipment Fee | This fee
		includes use of terminating equipment provided by FDR at Customer's
		location and maintenance by a third party or FDR of this terminating
		equipment (equipment is owned by FDR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Quote



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|               |                                                 | and will be
		returned to FDR by Customer upon expiration or termination of this
		Agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        
|-------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|4601           | Monthly
		Management Fee (FDR Leased Line)      | This fee
		applies when FDR contracts with vendors of telecommunications
		connectivity and/or equipment on behalf of Customer.
		
		This fee
		includes:
		-4611
				[* * *]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | [* * *]
|               | Monthly
		Management Fee (Customer Leased Line) | This fee
		applies when FDR does not contract with vendors of telecommunications
		connectivity on behalf of Customer.
		Line Size                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        
|               |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |        
|4602           |                                                 | DSO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | [* * *]
|4603           |                                                 | Fractional Tl
		(128K - <F1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | [* * *]
|4604           |                                                 | T1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | [* * *]
|4605           |                                                 | 3 Meg                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | [* * *]
|4606           |                                                 | 6 Meg                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | [* * *]
|4607           |                                                 | >6 Meg                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | [* * *]
|               |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |        
|               |                                                 | This fee
		includes:
		-4611
			Physical inspection of Customer owned or leased equipment, including
			looking for errors on front panels, power availability, cable
			connectivity and overall cabinet changes
			-4612
			In-house wiring between the carrier demarcation point and Customer's
			equipment
			-4613
			Providing access and supervision for Customer's vendors that need
			access at an FDR facility to provide maintenance on Customer owned
			or leased equipment
			-4614
			Hardware testing with Customer and/or telecommunications providerIf FDR does
		not contract with vendors of telecommunications connectivity and/or
		equipment on behalf of Customer, Customer (and not FDR) shall be
		responsible for maintenance of such connectivity and/or equipment. |        
|4608
		
		4609 | Expedite Fees                                   | The expedited
		connectivity installation fee is a fee for providing connectivity
		installation faster than the normal timeframe. The expedited network
		change fee is a fee for providing network changes (such as router
		changes or access changes) faster than the normal timeframe. These fees
		apply whether or not FDR contracts with vendors of connectivity and
		equipment on behalf of Customer.                                                                                                                                                                                                                                                                                                                                                                                   | [* * *]

For purposes of
this Section III-A of Exhibit A, a "Complex Installation" is an installation of

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telecommunication connectivity or equipment that includes any of the following:

Encryption:
The transformation of data into a form unreadable by anyone without a secret
decryption key. Its purpose is to ensure privacy by keeping the information
hidden from anyone for whom it is not intended.

Inverse
Multiplexing: The process of splitting a single high-speed channel into
multiple signals, transmitting each of the multiple signals over a separate
facility operating at a lower rate than the original signal, and then
recombining the separately-transmitted portions into the original signal at the
original rate.

Multiplexing:
To transmit two or more signals over a single channel.

Channelization:
The process of sub-dividing the bandwidth of a circuit into smaller increments
called channels.

NAT (Network
Address Translation): An Internet standard that enables a local area network
(LAN) to use one set of IP addresses for internal traffic and a second set of
addresses for external traffic. This allows a company to shield internal
addresses from the public Internet.

QOS (Quality of
Service): QOS allows network devices to prioritize the delivery of TCP/IP
data packets based upon a pre-defined set of criteria, thus helping to ensure
that the most critical data reaches its destination, even in situations where
the network is operating at maximum capacity.

For purposes of
this Section III-A of Exhibit A, a "Standard Installation" is an installation of
telecommunication connectivity or equipment that is not a Complex Installation.

B. Customer
shall be responsible for and billed directly for any MasterCard, VISA or other
Transaction Card dues, fees and assessments. Customer shall reimburse FDR for
Base Access Fees and INET/INAS Fees which maybe incurred by FDR on behalf of
Customer.

C. Customer
shall pay all courier expenses associated with the transportation of reports and
documents from Customer to FDR and from FDR to Customer.

D. (i) FDR
agrees to act as an agent on behalf of Customer and Customer shall reimburse FDR
at cost (after applying any applicable rebates, refunds and discounts) for the
purchase on Customer's behalf of the postage required to mail statements,
notices, letters and other materials mailed by FDR on behalf of Customer. While
this Agreement is in effect, Customer shall pay FDR daily pursuant to this
Agreement at the then current first class, single piece postage rate for all
mailings mailed by FDR for Customer during that day. Within ten (10) days after
the end of the month, FDR shall (i) calculate, for each discount category
offered by the United States Postal Service ("USPS") which is used by Customer,
the percentage of mailings with respect to all customers of FDR that qualified
for such discount and the number of first class mailings mailed by FDR for
Customer during such month and (ii) include a credit on Customer's monthly
invoice for the amount Customer is entitled to receive under this section. Such
credit shall be calculated by applying such percentage for each USPS discount
category against Customer's total mailings in such category to determine the
appropriate USPS discount Customer is entitled to receive.

(ii)
Notwithstanding anything in paragraph (i) above, FDR agrees to act as an agent
on behalf of Customer and Customer shall reimburse FDR at-cost (after applying
any applicable pre-sorting rebates, refunds and discounts) for the purchase on
Customer's behalf of the postage required to mail Cardholder plastics mailers on
behalf of Customer. While this Agreement is in effect, Customer shall pay FDR
daily pursuant to this Agreement at the then current first class, single piece
postage rate for all Cardholder plastics mailers mailed by FDR for Customer
during that day.

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Within ten (10)
days after the end of the month, FDR shall (i) calculate, for the pre-sorting
discount category offered by the United States Postal Service ("USPS"), the
percentage of mailings with respect to all customers of FDR that qualified for
such discount and the number of Cardholder plastics mailers mailed by FDR for
Customer during such month and (ii) include a credit on Customer's monthly
invoice for the amount Customer is entitled to receive under this section. Such
credit shall be calculated by applying such percentage for the USPS pre-sorting
discount category against Customer's total Cardholder plastics mailings in such
category to determine the appropriate USPS discount Customer is entitled to
receive.

E. For each
Reward processed by FDR, Customer shall reimburse FDR for the amount of the
Reward payment to the Merchant, plus any additional fees or charges to which FDR
is entitled under applicable MasterCard and VISA rules and regulations in
connection with the processing of such Reward. A Reward shall mean each monetary
payment made to a Merchant for the recovery of a statused Transaction Card of
Customer, which payment is processed by FDR in accordance with the reward
schedule established by MasterCard and VISA for card pick-up. (IN - 7915)

F. For any
computer programming, development or consulting services performed by FDR on
behalf of Customer in connection with this Agreement subsequent to the
completion of Start-Up or for Custom Computer Programming in connection with
Start-Up, Customer shall pay FDR at a rate of two hundred twenty five dollars
($225.00) per hour for such services.

G. Customer
shall be responsible for any interchange fees or switch fees assessed by any
debit network utilized by Customer.

H. Customer
shall reimburse FDR for any ad hoc services provided to Customer by FDR
(including, but not limited to destroyed forms and product service selects) at
FDR's then current published rates for such services.

I. Customer
shall reimburse FDR at FDR's quoted prices for envelopes, card carriers,
plastics or similar purchases made by FDR on Customer's behalf as requested by
Customer.

IV. Other
Terms and Provisions Applicable to the Services

A. Stored
Value Card Services. FDR shall provide Stored Value Card support services
related to web site development, set-up, hosting and support, web based
enrollment and account loading and telephonic customer service set-up and
support, telecommunication support and training each to the extent (and at the
prices) further described herein. FDR shall also provide data processing,
authorization, embossing and related services in connection with such Stored
Value Card Accounts to the extent (and at the prices) described herein. These
Services include:

1. Stored
Value Card CCS (Customer) Services. FDR shall provide Customer with customer
service, technical systems support services and other related services in
connection with Customer's Stored Value Card Accounts (hereinafter collectively
referred to as the "CCS Services") pursuant to the following:

(A) CUSTOMER
SERVICE

(1) Telephone Customer Service.

(a) Telephone
Customer Service is comprised of direct Cardholder interface with an FDR
representative for card activation, general account inquiries (balance, last
five transactions, product information), and problem resolution relating to the
Stored Value Card Accounts.

(b) FDR will
answer incoming automated call distribution ("ACD") telephone inquiries from
Cardholders 24 hours per day, 7 days per week. In the event

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Customer
desires to change the hours of operation listed above, FDR shall review the
pricing herein and provide new pricing (if applicable) to Customer. Any changes
to the hours of operation and new pricing associated with such changes shall be
mutually agreed upon in writing by the parties. The timing of the implementation
of changes to the hours of operation shall also be mutually agreed upon in
writing.

(c) Telephone
Customer Service will be provided for English and Spanish language calls only
and does not include support for calls in any other language.

(d) The pricing
for Telephone Customer Service is set forth in this Exhibit A and includes the
preparation and delivery of FDR's standard daily and monthly call statistic
reporting package. If other reports are requested outside of the standard
reporting package, Customer will be assessed fees at FDR's then current rates
for the development, production and delivery of such reports.

(e) The inbound
telephone support described in this section specifically excludes cross-selling,
sales and marketing services.

(2) Additional CCS Services. In addition to Telephone Customer Service, FDR
shall provide the following CCS Services as specifically defined in the pricing
section of this Exhibit: Dispute/Chargeback Processing and Collection Chargeback
Processing.

NOTE: FDR shall
provide the Services described in paragraph (2) of this subsection (A)
during the hours of 8:00 a.m. through 5:00 p.m. CTZ, Monday through Friday,
excluding holidays observed by FDR.

(B) PROCEDURES
MANUAL

On or before
the Service Commencement Date, Customer and FDR shall mutually agree upon a
policies and procedures manual governing the provision of the Services by FDR
hereunder (the "Procedures Manual"). FDR shall thereupon perform the Services
pursuant to the Procedures Manual. Should the parties not reach a mutual
agreement with respect to the Procedures Manual on or before the Service
Commencement Date, then the dispute resolution process set forth in this
Agreement shall be initiated. FDR and Customer agree to review the Procedures
Manual periodically and, if necessary or appropriate, to revise or update the
Procedures Manual as mutually agreed. In particular, Customer will, as part of
its responsibilities under Section 2.5, review the Procedures Manual to ensure
that the Procedures Manual, and FDR's performance of the Services pursuant
thereto, comply with all Legal Requirements. FDR will implement mutually agreed
upon changes to the Procedures Manual thirty (30) days following mutual
agreement by the parties, or upon other time frames as mutually agreed by the
parties.

(C) POINT OF
CONTACT

Customer hereby
agrees to define a point of contact with overall responsibility who shall
provide FDR with guidance with respect to servicing requirements which are
outside the scope of the Procedures Manual.

(D) REPORTS

The pricing for
Telephone Customer Service set forth herein includes the preparation and
delivery of FDR's standard daily and monthly call statistic reporting package.
If other reports are requested outside of the standard reporting package,
Customer will be assessed fees at FDR's then current rates for the development,
production and delivery of

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such reports.

(E) TRAINING

FDR shall
develop the training materials utilized by FDR for training of representatives
who perform the CCS Services. FDR will provide "train-the-trainer" time to FDR
training staff. Fees and costs incurred by FDR relating to the initial training
of representatives who provide the CCS Services will be assessed to Customer at
the rates set forth herein; additionally, training costs that may be incurred by
FDR due to increased call volume, changes to hours of operation, and procedural
and system changes will be billed to Customer at the rates set forth herein. FDR
will absorb costs relating to additional CSR training due to staff attrition and
re-training.

3. Stored
Value Card Web Application Services.

(A) WEB
APPLICATION SERVICES AND RELATED TERMS

FDR has
developed and will provide to Customer the Stored Value Card web application
services, which include the specific applications and related services described
in this subsection 3 (collectively, the 'Web Application" or "Web Application
Services"), FDR, in cooperation with certain third party vendors (collectively,
the "FDR Vendors"), shall provide Customer with an interne web site dedicated to
Customer's Stored Value Card Program (the "Stored Value Card Web Site"),
including a Stored Value Card home page, Administrator's page, card activation
process page, Stored Value Card account information (balance, status and
transaction data) page, stop loads, profile management, and Frequently Asked
Questions (`FAQ") page. In the event that Customer elects to utilize, in its
Stored Value Card Web Site, any logos, trademarks, service marks or other
proprietary items of Customer (hereinafter referred to as "Customer's
Proprietary Marks"), then Customer hereby authorizes FDR and any FDR Vendors to
display such Customer's Proprietary Marks for purposes of the Stored Value Card
Web Site.

(B) Proprietary Information.

(i) The Web
Application is composed of confidential and proprietary information of FDR and
FDR Vendors, as applicable, and shall be subject to all rights and obligations
relating to confidential and proprietary information contained in this
Agreement. Customer shall maintain the non-public and proprietary character of
the Web Application. Upon any termination of the Agreement or the Web
Application Services, Customer shall immediately return to FDR or destroy any
and all information in any media relating to the Web Application.

(ii) In the
event of termination or expiration of FDR's agreement with any FDR Vendor, FDR
may terminate the provision of the Web Application Services by giving Customer
thirty (30) days' notice.

(C) Other
Web Application Services Provided by FDR.

(i) FDR shall
provide the following to Customer in connection with the support and maintenance
of the Web Application:

- - application and
	operating environment support
- - mandatory
	version upgrades
- - basic use
	reporting

(ii) At
Customer's request, FDR may provide Customer-specific development, programming
and consulting services relating to the Web Application

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Services
(collectively, "Development and Consulting Services"). Hourly rates for
Development and Consulting Services will be quoted at time of request.

(D) Web Site
Security. The Internet web site provided to Customer by FDR shall
include multiple hardware firewalls. FDR's stored value system will at all times
utilize a minimum encryption level of 128 bits, and information and system
protection may be enhanced to the extent offered by any exchange of additional
software based security certificates between Customer and FDR. Regularly
scheduled maintenance services will employ virus detection and diagnostic
software.

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EXHIBIT B

DEFINITIONS

The following
definitions apply to the terms set forth below when used in this Agreement:

"AAA" is
defined in Exhibit D to this Agreement.

"Acquire" (and
with the correlative meaning "Acquisition") means to acquire, directly or
indirectly, an interest through purchase, exchange or other acquisition of
assets, stock or other equity interests, or to merge or consolidate or any
similar transaction.

"Acquirer"
means an Entity which has an arrangement with a Merchant to obtain Transaction
Card Tickets from the Merchant and present the Transaction Card Tickets through
an Interchange to an Issuer.

"Affiliate"
means, with respect to Customer or FDR, any Entity which, directly or
indirectly, owns or Controls, is owned or Controlled by, or is under common
ownership or common Control with Customer or FOR, as applicable.

"Agreement"
shall mean this Stored Value Card Service Agreement as amended from time to time
including any Exhibits attached hereto from time to time, if any.

"Arbitration
Demand" is defined in Exhibit D to this Agreement.

"Arbitration
Panel" is defined in Exhibit D to this Agreement.

"Balance Sheet
Expenses" means the amounts maintained on the balance sheet of FDR with respect
to this Agreement, including (i) costs or expenses which FDR incurs, or for
which it reimburses Customer, and capitalizes on its balance sheet in connection
with setting up Customer on, or converting Customer to, the FDR System and (ii)
amounts paid or credit to be applied against future processing fees to be paid
by Customer and capitalized by FDR on its balance sheet as a signing fee,
sign-up bonus, start-up bonus, conversion bonus, renewal bonus or similar
payment or credit paid or credited by FDR to Customer at the time of the
execution, renewal or extension of this Agreement.

"Basic
Qualifications" is defined in Exhibit D to this Agreement. "BIN" means a Bank
Identification Number issued by VISA.

"Business
Continuity Plan" is defined in Section 13.2 of this Agreement.

"Cardholder"
means an individual or Entity which has a Cardholder Account with an Issuer.

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"Cardholder
Account" means an arrangement between an individual or an Entity and an Issuer
which provides that the individual or Entity may use one or more Transaction
Cards issued by the Issuer. The term "Account" in no manner implies a banking
relationship between the Customer and the Cardholder/endorser/end user, or the
like.

"Change of
Control" shall mean a change in the direct or indirect ownership of a majority
of an Entity's (including Customer and any Affiliate of Customer) outstanding
capital stock (or other form of ownership) or a majority of the voting power in
any election of directors.

"Control" (and
with the correlative meaning "Controlled") means the power to direct the
management or affairs of an Entity and "ownership" means the beneficial
ownership of more than 50% of the equity securities of the Entity.

"CPI" is
defined in Section 3.1 of this Agreement.

"Custom
Computer Programming Services" means computer programming services required by
Customer for programs and features, that are in addition to the standard
computer programming services required for the preparation of the computer
programs required to enable Customer to become operational on the FDR System.

"Customer's
Accounts" means the Cardholder Accounts of Customer sponsored via one or more
Sponsor Banks.

"Customer's
Proprietary Information" is defined in Section 9.1 of this Agreement.

"Deconversion"
means the removal of information concerning Customer's Accounts from the FDR
System.

"Dispute" is
defined in Section 4.1 of this Agreement.

"Disputing
Party" is defined in Exhibit D to this Agreement.

"Enhancements"
is defined in Section 2.3 of this Agreement.

"Entity" means
a corporation, partnership, sole proprietorship, joint venture, or other form of
organization.

"FDR's
Proprietary Information" is defined in Section 9.2 of this Agreement.

"FDR System"
means the computer equipment, computer software and related equipment and
documentation used at any time and from time to time by FDR to provide the
Services.

"ICA" means an
InterBank Card Association number issued by MasterCard.

"Indemnified
Party" is defined in Exhibit E to this Agreement.

"Indemnifying
Party" is defined in Exhibit E to this Agreement.

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"Insolvency
Event" occurs, with respect to any party, when such party:

(i) is
dissolved, becomes insolvent, generally fails to pay or admits in writing its
inability generally to pay its debts as they become due;

(ii) makes a
general assignment, arrangement, or composition agreement with or for the
benefit of its creditors; or

(iii) files a
petition in bankruptcy or institutes any action under federal or state law for
the relief of debtors or seeks or consents to the appointment of an
administrator, receiver, custodian, or similar official for the wind up of its
business (or has such a petition or action filed against it and such petition
action or appointment is not dismissed or stayed within thirty (30) days).

"Interchange"
means the contracts, agreements, rules, regulations and procedures governing the
relationships between, or the actions in accordance with the contracts,
agreements, rules, regulations and procedures by, any two or more Entities in
connection with the Interchange Settlement.

"Interchange
Settlement" means the process by which FDR, on behalf of either or both of
Customer or Sponsor Bank, (a) facilitates payment for MasterCard and/or VISA
Transaction Card Tickets presented by Acquirers to Customer or Sponsor Bank, (b)
receives payment for MasterCard and/or VISA Transaction Card Tickets presented
by Customer or Sponsor Bank to Issuers and (c) remits and receives payments for
chargebacks and other Interchange fees and expenses of or payable by Customer or
Sponsor Bank.

"Issuer" means
an Entity that has a Cardholder Account with a Cardholder.

"Legal
Requirements" is defined in Section 2.5 of this Agreement.

"MasterCard"
means MasterCard International Incorporated or its successors or assigns.

"Merchant"
means an Entity that has the right to acquire or otherwise acquires a
Transaction Card Ticket as payment for goods, services, or otherwise.

"Minimum
Processing Fees" is defined in Section 3.4 of this Agreement.

"Network" means
an online debit electronic funds transfer network.

"Original Term"
is defined in Section 7.1 of this Agreement.

"Personal
Information" is defined in Section 2.7 of this Agreement.

"Processing
Fees" means all fees and charges incurred for services performed at the prices
set forth in Exhibit A to this Agreement (including any Year 1 Minimum
Processing Fee or Minimum Processing Fee shortfall payments), as adjusted from
time to time by FDR consistent with this Agreement, with the exception of
Special Fees and specifically excluding all charges for taxes and interest.

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"Processing
Year" is defined in Section 7.1 of this Agreement.

"Processing
Year 1" is defined in Section 7.1 this Agreement.

"Renewal Term"
is defined in Section 7.2 of this Agreement.

"Services" is
defined in Section 2.1 of this Agreement.

"Special Fees"
means the telecommunications costs, postage costs, courier costs and costs of
forms, and any other charges described in Section III of Exhibit A to this
Agreement.

"Sponsor Bank"
is defined in Section 2.8 of this Agreement.

"Sponsor Bank
Agreement" is defined in Section 2.8 of this Agreement.

"Start-Up"
means the services required to prepare the FDR System for the commencement of
Services by FDR pursuant to the Start-Up Plan.

"Start-Up Plan"
means the written plan for accomplishing the Start-Up as prepared by FDR and
Customer pursuant to Section 2.4 of this Agreement.

"Term" means
the Original Term together with any Renewal Term or any other extension of this
Agreement.

"Total Annual
Processing Fees" is defined in Section 3.4 of this Agreement.

"Transaction
Card" means a payment card issued pursuant to a license from MasterCard, VISA or
any other card issuing organization for which FDR currently provides service
support.

"Transaction
Card Ticket" means a record (whether paper, magnetic, electronic or otherwise)
which is created to evidence the use of a Transaction Card as payment for goods,
services, cash advances or otherwise or for a credit or refund or otherwise.

"User Manuals"
means each of the FDR user manuals.

"VISA" means,
individually or collectively, as appropriate, VISA U.S.A. Inc. or VISA
INTERNATIONAL or either of their successors or assigns.

"Year 1 Minimum
Processing Fee" is defined in Section 3.4 of this Agreement.

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EXHIBIT C

SPONSOR BANK
AGREEMENT

This Sponsor
Bank Agreement (this "Agreement") is entered into as of this ___ day of ____,
2003 (the "Effective Date") between __________________ (the "Sponsor Bank") and
First Data Resources Inc. ("FDR"). Capitalized terms used and not otherwise
defined in this Agreement are defined in Attachment 1 to this Agreement.

1. Sponsor Bank. Sponsor Bank hereby agrees to act as a sponsor bank for
certain Cardholder Accounts of ______________ ("Customer"). These Cardholder
Accounts of Customer are being processed by FDR pursuant to a Service Agreement
dated as of __________, 2003 between FDR and Customer, as amended (the "Service
Agreement"). Sponsor Bank agrees that FDR is taking directions in connection
with FDR's data processing and other services with respect to these Cardholder
Accounts from Customer and not from Sponsor Bank. Sponsor Bank irrevocably
designates Customer as Sponsor Bank's agent for purposes of giving instructions
to FDR regarding use of data and other matters.

2. Compliance. Sponsor Bank agrees to comply with all federal, state and
local laws and regulations, the operating rules, regulations and procedures
promulgated by MasterCard and VISA from time to time and the FDR Settlement
Rules adopted by FDR from time to time.

3. Term
and Termination. (a) This Agreement shall be effective as of the
Effective Date, and shall remain in effect until the earlier of (i) the
expiration or termination of the Service Agreement, or (ii) the termination of
Sponsor Bank's relationship with Customer, at which time, this Agreement shall
automatically terminate.

(b)
Notwithstanding the foregoing, FDR shall have the right to terminate this

Agreement under
any of the following conditions:

(i) immediately
upon notice to Sponsor Bank upon the failure by Sponsor Bank to be a member, or
failure by Sponsor Bank otherwise to maintain good standing with, either VISA or
MasterCard, as applicable, at any time during the Term;

(ii) the
occurrence of an Insolvency Event with respect to the Sponsor Bank;

(iii)
immediately upon notice to Sponsor Bank if FDR has been required by a
governmental or regulatory body or agency or by VISA or MasterCard to terminate
settlement on behalf of Sponsor Bank;

(iv) if Sponsor
Bank fails to pay any Daily Amount when required as provided in this Agreement
and does not cure the failure within four (4) hours after written notice of the
failure or immediately without notice if FDR has the right more than three times
in any twelve month period to give notice under this paragraph whether or not
the notice is given;

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(v) upon
twenty-four (24) hours notice by FDR if FDR has terminated Interchange
Settlement of transactions on behalf of Sponsor Bank as described in Section
4(g) of this Agreement; or

(vi) if Sponsor
Bank fails to pay any amount due under this Agreement (other than a Daily
Amount) within fifteen (15) days after written notice to Sponsor Bank of its
failure to pay the amount.

(c) Upon
expiration or termination of this Agreement, FDR shall have no further
obligation to settle with Sponsor Bank and all outstanding unpaid amounts, due
and owing to FDR shall become immediately due and payable. Termination of this
Agreement shall not affect the following:

(i) any
obligation or liability owing or which becomes owing under this Agreement
whether the obligations arise prior to or after the date of termination,
including the obligations to make the payments provided in this Agreement,
including Section 4(k) of this Agreement; or

(ii) the
provisions of Sections 4(k), 4(1), 5, 6, 7, 8, 9 and 11 of this

Agreement.

4. Settlement. (a) In order for FDR to provide services to Customer
pursuant to the Service Agreement, it is necessary for FDR to handle and settle
Interchange Settlement with respect to the Cardholder Accounts of Customer
through the international Interchange networks of MasterCard and VISA. It shall
be the responsibility of Sponsor Bank to provide ICA and BIN numbers from
MasterCard and VISA, respectively, for use by FDR in the settlement of
transactions for Sponsor Bank. Sponsor Bank understands that FDR handles the
Interchange Settlement with MasterCard and VISA for its clients, including
Sponsor Bank on a net settlement basis (the "Settlement System"). To facilitate
the Settlement System, FDR has established, will establish or will direct
Sponsor Bank to establish and may in the future establish or direct Sponsor Bank
to establish one or more interchange settlement Central Clearing Accounts
(collectively the "Settlement Account") at one or more banks.

(b) FDR shall
calculate and inform Sponsor Bank on each business day of the amount of funds to
be transferred (the "Daily Amount") as the result of (a) current transaction
processing, and (b) funding required for incoming transactions of Sponsor Bank.
If the Daily Amount is negative, Sponsor Bank shall transfer to the Settlement
Account, by the close of business of the applicable federal reserve bank where
the applicable Settlement Account(s) may exist, an amount equal to the Daily
Amount. If the Daily Amount is positive, FDR will transfer to Sponsor Bank, or
will cause MasterCard or VISA to transfer to Sponsor Bank, immediately available
funds equal to the Daily Amount prior to the close of business of the Federal
Reserve System in New York on such date.

(c) The Daily
Amount shall equal (a) the Net Settlement Amount for Sponsor Bank, plus (b) the
amount necessary to fund incoming Interchange transactions not yet processed,
determined in accordance with the FDR Settlement Rules, minus (c) the amount

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previously
advanced by Sponsor Bank with respect to prior incoming Interchange transactions
for which processing is complete.

(d) In the
event of the failure of Sponsor Bank on any business day when required by the
terms of this Agreement or the FDR Settlement Rules, to transfer the Daily
Amount to the Settlement Account, FDR may refuse, without incurring any
liability to Sponsor Bank, to act as Sponsor Bank's agent in discharging any
VISA or MasterCard Interchange obligations of Sponsor Bank and shall have the
right to immediately notify MasterCard and VISA that it will no longer cause the
MasterCard or VISA Interchange obligations of Sponsor Bank to be discharged. In
addition to the foregoing, FDR may take such actions with respect to Sponsor
Bank's obligations under the Settlement System as FDR deems reasonable to
protect FDR or its customers from any loss arising from Sponsor Bank's
nonpayment of the Daily Amount.

(e) In addition
to any other provisions in this Agreement, in the event of Sponsor Bank's
failure to transfer or make available the Daily Amount for any business day,
Sponsor Bank shall pay to FDR a late payment fee (the "Settlement Late Payment
Fee") which shall be equal to the amount Sponsor Bank would have been required
to pay as a late payment fee under MasterCard and VISA rules. The amount shall
be calculated in accordance with the rules and shall continue to accrue until
FDR shall have received the Daily Amount from Sponsor Bank. Settlement Late
Payment Fees shall be paid to FDR based upon the rules even though FDR may have
elected to make settlement with MasterCard or VISA in a timely manner on behalf
of Sponsor Bank. If FDR has received funds from VISA or MasterCard as a result
of Interchange Settlement on behalf of Sponsor Bank and fails to make available
the Daily Amount to Sponsor Bank, FDR shall pay to Sponsor Bank a late payment
fee based on the Daily Amount calculated in the same manner as the Settlement
Late Payment Fee.

(f) The
obligation of FDR to discharge any VISA or MasterCard Interchange obligations of
Sponsor Bank or Sponsor Bank's affiliates shall be solely as an agent of Sponsor
Bank in accordance with the terms and provisions of this Agreement and the FDR
Settlement Rules. FDR shall have no independent obligation with respect to the
discharge of the Interchange obligations of Sponsor Bank.

(g) In the
event that MasterCard or VISA shall notify FDR of any violation of the rules and
regulations of MasterCard or VISA, relating to Sponsor Bank or transactions
processed for Sponsor Bank, FDR shall have the right, without liability to
Sponsor Bank or Customer, to terminate Interchange Settlement of transactions on
behalf of Sponsor Bank under this Agreement until the time as FDR shall have
been notified by MasterCard or VISA that the violation has been corrected.

(h) Sponsor
Bank acknowledges that performance of Interchange Settlement involves the
settlement of certain of Sponsor Bank's transactions jointly and on a combined
net basis with the settlement of transactions of other customers of FDR.
Accordingly, the payment or receipt by FDR of settlement monies on behalf of
Sponsor Bank may be dependent on equivalent payments or receipts being received
or made by or for other customers of FDR and in respect of transactions
involving Transaction Cards issued by such other customers. FDR and

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Sponsor Bank
will cooperate and use all reasonable resources to identify the reason for any
settlement failure and shall attempt to work to its resolution.

(i) FDR shall
be entitled without further inquiry to execute or otherwise act upon (a)
instructions or information or purported instructions or information received
through the MasterCard and VISA payment systems and (b) instructions or
information, or purported instructions or information received in accordance
with the MasterCard and VISA rules or settlement manuals otherwise than through
the payment systems or in accordance with the FDR Settlement Rules
notwithstanding that it may afterwards be discovered that the instructions or
information were not genuine or were not initiated by Sponsor Bank. Such
execution or action shall constitute a good discharge to FDR, and FDR shall not
be liable for any liability, damage, expense, claim or loss (including loss of
business, loss of profit or exemplary, punitive, special, indirect or
consequential damages of any kind) whatsoever arising in whatever manner,
directly or indirectly, from or as a result of the execution or action.

(j) Sponsor
Bank agrees to discharge its Interchange Settlement obligations to FDR under
this Agreement in full and on first written demand waiving any defense, setoff
or right of counterclaim (without prejudice to the ability of Sponsor Bank to
pursue these independently) and notwithstanding any act or omission or alleged
act or omission or any insufficiency or deficiency that there is or has been or
that may be alleged in the performance by FDR of its obligations under this
Agreement or otherwise. FDR agrees, however, that it shall not set off against
any payment to be made by it to Sponsor Bank or on its behalf pursuant to this
Agreement in connection with Interchange Settlement any amount due and payable
by Sponsor Bank to FDR (without prejudice to the ability of FDR to pursue these
independently) other than amounts due and payable by Sponsor Bank or on its
behalf to FDR pursuant to this Agreement in connection with Interchange
Settlement.

(k) If Sponsor
Bank terminates this Agreement or if Sponsor Bank ceases to obtain processing
services from FDR under this Agreement in a manner which results in fees or
charges relating to Sponsor Bank's accounts or Customer's accounts continuing to
be included as a part of FDR's net settlement with MasterCard or VISA, FDR may
obtain daily payment from the Settlement Account established under Section 4(a)
of this Agreement or Sponsor Bank will provide FDR immediately upon notice with
access to an account of Sponsor Bank's funds, not requiring signature, which FDR
may draw upon in order to receive payment for such fees and charges. FDR will
provide Sponsor Bank with documentation for all fees and charges paid on behalf
of Sponsor Bank

(l) Sponsor
Bank will notify FDR in writing at least one hundred twenty (120) days prior to
any transfer or closing of all Cardholder Accounts of Customer on the FDR System
associated with a BIN or ICA belonging to Sponsor Bank or the redirection of any
BIN or ICA by Sponsor Bank to another processing system. Such notice shall
include an instruction to FDR to initiate a systematic removal from the FDR
System of account information associated with that BIN or ICA, which Customer
shall be obligated to pay for in accordance with the Service Agreement. Sponsor
Bank will comply with all rules, regulations and policies of MasterCard and VISA
with respect to removal or deletion of unused or abandoned BINS or ICAs. In the
event that Sponsor Bank fails to comply with such rules, regulations and
policies, or fails to provide the foregoing notice to FDR, Sponsor Bank hereby
authorizes FDR, as its

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agent, to (i)
request MasterCard or VISA to delete the BIN or ICA, and (ii) remove all account
information associated with the BIN or ICA from the FDR System at Customer's
expense, in accordance with the Service Agreement. Sponsor Bank shall be
responsible, and will reimburse FDR, for any loss, expense or other cost
associated with or arising from abandoned or unused BINS and ICAs, including
trailing activity, fraudulent use or other similar costs.

5. Separate Actions. Sponsor Bank agrees that separate action or actions
may be brought by FDR against Sponsor Bank, whether action is brought separately
against or through Customer or whether Customer and FDR join in any such action
or actions. Sponsor Bank waives any right to require FDR to proceed against
Customer, and Sponsor Bank waives any defense arising by reason of any
disability or other defense of Customer or by reason of the cessation from any
cause whatsoever of the liability of Customer.

6. Limitation on Liability. FDR's cumulative liability to Sponsor Bank for
any loss or damage, direct or indirect, for any cause whatsoever arising out of
or related to the Service Agreement or this Agreement with respect to claims
(whether third-party claims, indemnity claims or otherwise) relating to events
in any calendar year shall not under any circumstances exceed fifty thousand
dollars ($50,000). In addition, the cumulative liability of FDR in any calendar
year to Sponsor Bank and Customer in the aggregate shall not exceed the amount
of Processing Fees (as defined in the Service Agreement) paid to FDR by Customer
pursuant to the Service Agreement for services performed during the immediately
preceding calendar year. IN NO EVENT SHALL FDR BE LIABLE UNDER ANY THEORY FOR
ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES.

7. Indemnification. (a) Sponsor Bank shall indemnify and hold harmless FDR
and its directors, officers, employees, agents and affiliates from and against
any and all third party claims, liabilities, losses and damages (including
reasonable attorney fees, expert witness fees, expenses and costs of settlement)
arising out of or with respect to this Agreement, to the extent that the claim,
liability, loss or damage is caused by, relates to or arises out of the breach
by Sponsor Bank of any of its duties or obligations under this Agreement.

(b) Subject to
the provisions of Article 6, FDR shall indemnify and hold harmless Sponsor Bank
and its directors, officers, employees and agents from and against any and all
third party claims, liabilities, losses or damages (including reasonable
attorney fees, expert witness fees, expenses and costs of settlement) arising
out of or with respect to this Agreement to the extent that the claim,
liability, loss or damage is caused by, relates to or arises out of the breach
by FDR of any of its duties or obligations under this Agreement.

(c) In the
event a claim, suit or proceeding by a third party for which indemnification may
be available under this Agreement is made or filed against a party or any
Entity, the party against which the claim, suit or proceeding is made (the
"Indemnified Party"), shall promptly notify the other party (the "Indemnifying
Party") in writing of the claim, suit or proceeding. The Indemnifying Party,
within thirty (30) days, or such shorter period as is required to avoid any
prejudice in the claim, suit or proceeding, after the notice, may elect to
defend, compromise, or settle the third party claim, suit or proceeding at its
expense. In any third party claim, suit or proceeding which the Indemnifying
Party has elected to defend,

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compromise or
settle, the Indemnifying Party shall not after the election be responsible for
the expenses, including counsel fees, of the Indemnified Party but the
Indemnified Party may participate therein and retain counsel at its own expense.
In any third party claim, suit or proceeding the defense of which the
Indemnifying Party shall have assumed, the Indemnified Party will not consent to
the entry of any judgment or enter into any settlement with respect to the
matter without the consent of the Indemnifying Party and the Indemnifying Party
will not consent to the entry of any judgment or enter into any settlement
affecting the Indemnified Party to the extent that the judgment or settlement
involves more than the payment of money without the written consent of the
Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party
all information, assistance and authority reasonably requested in order to
evaluate any third party claim, suit or proceeding and effect any defense,
compromise or settlement.

(d) Any claim
for indemnification under this Agreement must be made prior to the earlier of:

(i) one year
after the party claiming indemnification becomes aware of the event for which
indemnification is claimed, or

(ii) one year
after the end of the Term.

8. Confidentiality. (a) Upon Sponsor Bank's request, FDR shall return to
Sponsor Bank upon the expiration or termination of this Agreement and payment by
Sponsor Bank of all amounts due hereunder all or any requested portion of the
proprietary and confidential data of Sponsor Bank ("Sponsor Bank's Proprietary
Information").

(b) Sponsor
Bank acknowledges and agrees that all product and system developments,
enhancements, improvements and modifications provided by FDR that may be
utilized for the benefit of Customer or Sponsor Bank shall remain the sole and
exclusive property of FDR. Neither Customer nor Sponsor Bank shall obtain any
proprietary rights in any proprietary or confidential information which has been
or at any time after the date of this Agreement is disclosed, directly or
indirectly, to Customer, Sponsor Bank or any of their respective affiliates by
FDR or its affiliates, including without limitation any data or information that
is a trade secret or competitively sensitive material whether owned or licensed
or otherwise provided by FDR, user manuals, screen displays and formats,
computer software, methodologies, systems, products, system architecture and
documentation, in each case, whether owned, licensed or otherwise provided or
used by FDR, software performance results, flow charts, and other specifications
(whether or not electronically stored), data and data formats (collectively,
"FDR's Proprietary Information") whether any of the materials are developed or
purchased specifically for performance of the Service Agreement or this
Agreement or otherwise. Sponsor Bank agrees to, and shall cause its affiliates
to, return to FDR all of FDR's Proprietary Information upon the expiration or
termination of this Agreement.

(c) Except as
required by law, Sponsor Bank shall keep confidential and not disclose, and
shall cause its affiliates and their respective directors, officers, employees,
representatives, agents and independent contractors to keep confidential and not
disclose, any of the terms and conditions of the Service Agreement or this
Agreement to any Person without the

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prior written
consent of the other party; provided, however, that FDR may disclose this
Agreement to Customer.

(d) FDR and
Sponsor Bank each agree to maintain Sponsor Bank's Proprietary Information and
FDR's Proprietary Information, respectively, in strict confidence from the date
of disclosure. Without limiting the generality of the foregoing, FDR and Sponsor
Bank agree:

(i) not to
disclose or permit any other person access to Sponsor Bank's Proprietary
Information or FDR's Proprietary Information, as appropriate, except that
disclosure or access shall be permitted to an affiliate, employee, officer,
director, agent, representative, external or internal auditors or independent
contractor of the party requiring access to the same in the course of his or her
employment or services;

(ii) to ensure
that its affiliates, employees, officers, directors, agents, representatives and
independent contractors are advised of the confidential nature of Sponsor Bank's
Proprietary Information or FDR's Proprietary Information, as appropriate, and
are precluded from taking any action prohibited under this Article 8; provided
that in any event Sponsor Bank and FDR shall each be liable for any breach of
this Article 8 by their respective affiliates, employees, officers, directors,
agents, representatives and independent contractors; and

(iii) not to
alter or remove any identification, copyright or proprietary rights notice which
indicates the ownership of any part of Sponsor Bank's Proprietary Information or
FDR's Proprietary Information, as appropriate.

(e) Despite the
foregoing, Sponsor Bank agrees that Sponsor Bank's Proprietary Information may
be made available to VISA, MasterCard or to supervisory or regulatory
authorities of Sponsor Bank upon the written request of any of the foregoing.

(f) Nothing in
this Article 8 shall restrict either party with respect to information or data
identical or similar to that contained in Sponsor Bank's Proprietary Information
or FDR's Proprietary Information, as appropriate, but which: (i) the receiving
party can demonstrate was rightfully possessed by it before it received the
information from the disclosing party; (ii) was in the public domain prior to
the date of this Agreement or subsequently becomes publicly available through no
fault of the receiving party or any Person or Entity acting on its behalf; (iii)
was previously received by the receiving party from a third party or is
subsequently furnished rightfully to the receiving party by a third party (no
affiliate of FDR or Sponsor Bank shall be considered to be a third party) not
known to be under restrictions on use or disclosure; (iv) is independently
developed by such party; (v) is required to be disclosed by law, regulation or
court order, provided that the disclosing party will exercise reasonable efforts
to notify the other party prior to disclosure; or (vi) is required to be
disclosed to comply with or to enforce the terms of this Agreement.

(g) If either
party breaches this Article 8, the non-breaching party will suffer irreparable
harm and the total amount of monetary damages for any injury to such party will
be impossible to calculate and therefore an inadequate remedy. Accordingly, the
non-breaching



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party may (i)
seek temporary and permanent injunctive relief against the breaching party or
(ii) exercise any other rights and seek any other remedies to which the
non-breaching party may be entitled to at law, in equity and under this
Agreement for any violation of this Article 8.

(h) FDR and
Sponsor Bank acknowledge the sensitivity and confidentiality of personal
consumer financial information which may be contained in Sponsor Bank's
Proprietary Information, including all personally identifiable information
relating to an individual consumer in connection with a Cardholder Account, any
application for a Cardholder Account or the marketing or promotion of a
Cardholder Account ("Personal Information"). In addition to the obligations of
the parties under Section 8, FDR and Sponsor Bank acknowledge the protections
afforded by law to such Personal Information and each agrees to comply with all
such legal requirements applicable to it in the performance of its obligations
under this Agreement. Specifically, Sponsor Bank represents and warrants to FDR
that Sponsor Bank has provided or caused to be provided all required notices,
opt-outs, opt-ins or other similar rights to consumers with respect to any
Personal Information delivered, transmitted or disclosed in any other fashion (i)
by Customer or its agents or representatives or Sponsor Bank or its agents or
representatives to FDR or its agents and representatives, (ii) by FDR to any
third party at the direction of Customer or Sponsor Bank, and (iii) with respect
to each of the Services provided by FDR under this Agreement.

9. Informal Dispute Resolution. Any controversy or claim between FDR and
Sponsor Bank arising from or in connection with this Agreement whether based on
contract, tort, common law, equity, statute, regulation, order or otherwise
("Dispute"), shall be resolved as follows:

(a) upon
written request of either FDR or Sponsor Bank, the parties shall each appoint a
representative to meet and attempt to resolve such Dispute;

(b) the
designated representatives shall meet as often as the parties reasonably deem
necessary to discuss the problem in an effort to resolve the Dispute without the
necessity of any formal proceeding; and

(c) arbitration
pursuant to Attachment 2 to this Agreement for the resolution of a Dispute may
not be commenced until the earlier of:

(i) the date
that the designated representatives conclude in good faith that amicable
resolution through continued negotiation of the matter does not appear likely;
or

(ii) thirty
(30) days after the date that either party requested negotiation of the Dispute
pursuant to Section 9(a) of this Agreement.

(d)
Notwithstanding the foregoing, this Section 9 shall not be construed to prevent
a party from instituting formal proceedings at any time to avoid the expiration
of any applicable limitations period, to preserve a superior position with
respect to other creditors or to seek temporary or preliminary injunctive relief
pursuant to Section 8(g).

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(e) If Sponsor
Bank and FDR are unable to resolve any Dispute in the manner set forth in
Section 9(a) through (c), such Dispute shall be submitted to arbitration in the
manner set forth in Attachment 2 to this Agreement.

10. Force
Majeure. If performance by FDR of any service or obligation under the
Service Agreement or this Agreement is prevented, restricted, delayed or
interfered with by reason of labor disputes, strikes, acts of God, floods,
lightning, severe weather, shortages of materials, rationing, catastrophic
utility or communication failures, failure of VISA or MasterCard, failure or
delay in receiving electronic data, earthquakes, war, acts of terrorism,
revolution, acts of public enemies, blockade, embargo, or any law, order,
proclamation, regulation, ordinance, demand or requirement having legal effect
of any government or any judicial authority or representative of any such
government, or any other act or omission whatsoever, whether similar or
dissimilar to those referred to in this clause, which are beyond the reasonable
control of FDR, then FDR shall be excused from the performance to the extent of
the prevention, restriction, delay or interference.

11. Disclaimer. FDR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS AGREEMENT
IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL
NOT APPLY TO IT.

12. Assignment. Sponsor Bank acknowledges and agrees that it may not
transfer or assign its rights under this Agreement without the prior written
consent of FDR.

13. Notice. All notices which either party may be required or desire to give
to the other party shall be in writing and shall be given by personal service,
telecopy, registered mail or Customer mail (or its equivalent), or overnight
courier to the other party at its respective address or telecopy telephone
number set forth below. Mailed notices and notices by overnight courier shall be
deemed to be given upon actual receipt by the party to be notified. Notices
delivered by telecopy shall be confirmed in writing by overnight courier and
shall be deemed to be given upon actual receipt by the party to be notified.

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|If to FDR:                                                                                                               | With a copy
		to:                                                                                                             
|------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         |                                                                                                                               
|First Data Resources Inc.
		10825 Farnam Drive
		Omaha, Nebraska 68154
		Attn: President
		Telecopy Number: 402-222-7334 | First Data Resources Inc.
		10825 Farnam Drive
		Omaha, Nebraska 68154
		Attn: General Counsel
		Telecopy Number: 402-222-7700
|                                                                                                                         |                                                                                                                               
|If to Sponsor
		Bank:                                                                                                    | With a copy
		to:                                                                                                             
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               
|                                                                                                                         |                                                                                                                               

FDR and Sponsor
Bank will send a copy of any and all notices pertaining to this Agreement to
Customer at the following address:

NBO Systems, Inc.

3676 West California
Avenue, Building D

Salt Lake City, Utah
84104

Attn: CEO

Telecopy Number:
801-973-4188

A party may
change its address or addresses set forth above by giving the other party notice
of the change in accordance with the provisions of this section.

14. Entire Agreement. This Agreement, along with the Service Agreement, sets
forth the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements or understandings among the parties
with respect to the subject matter hereof. This Agreement may not be amended
except in a writing signed by authorized officers of each of the parties hereto.
This Agreement is entered into solely for the benefit of FDR and Sponsor Bank
and shall not confer any rights upon any Person not a party to this Agreement.

15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

16. Governing Law. This Agreement shall be governed by the laws of the State
of Nebraska without giving effect to principles of choice of law thereof



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IN WITNESS
WHEREOF, the parties to this Agreement have caused it to be executed by their
duly authorized officers as of the day and year first written above.

[SPONSOR BANK]



By:

Title:



FIRST DATA RESOURCES INC.



By:

Title:

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EXHIBIT C -
ATTACHMENT 1

DEFINITIONS

"AAA"
is defined Attachment 2.

"Acquirer"
means a Person which has an arrangement with a Merchant to obtain Transaction
Card Tickets from the Merchant and present the Transaction Card Tickets through
an Interchange to an Issuer.

"Arbitration
Demand" is defined in Attachment 2.

"Basic
Qualifications" is defined in Exhibit C Attachment 2.

"Cardholder"
means a Person which has a Cardholder Account with an Issuer.

"Cardholder
Account" means an arrangement between a Person and an Issuer which
provides that the Person may use one or more Transaction Cards issued by such
Issuer. The term "Account" in no manner implies a banking relationship between
the Customer and the Cardholder/endorser/end user, or the like.

"Daily
Amount" is defined in Section 4(b).

"Dispute"
is defined in Section 9.

"Disputing
Party" is defined in Attachment 2.

"FDR's
Proprietary Information" is defined in Section 8(b).

"FDR
Settlement Rules" means the policies, rules and procedures adopted by
FDR from time to time in effect from time to time to provide for the payment of
amounts due as the result of Interchange Settlement (including the FDR user
manual related to settlement which is in effect from time to time).

"FDR
System" means the computer equipment, computer software and related
equipment and documentation used at any time and from time to time by FDR to
provide Transaction processing and related services.

"Indemnified
Party" is defined in Section 7.

"Indemnifying
Party" is defined in Section 7.

"Insolvency
Event" occurs, with respect to any party, when such party: (i) is
dissolved, becomes insolvent, generally fails to pay or admits in writing its
inability generally to pay its debts as they become due; (ii) makes a general
assignment, arrangement, or composition agreement with or for the benefit of its
creditors; or (iii) files a petition in bankruptcy or institutes any action
under federal or state law for the relief of debtors or seeks or consents to the
appointment of an administrator, receiver, custodian, or similar official for
the wind up of its

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business (or
has such a petition or action filed against it and such petition action or
appointment is not dismissed or stayed within thirty (30) days).

"Interchange"
means the contracts, agreements, rules, regulations and procedures governing the
relationships between, or the actions in accordance with the contracts,
agreements, rules, regulations and procedures by, any two or more Persons in
connection with Interchange Settlement.

"Interchange
Settlement" means the process by which FDR, on behalf of Sponsor Bank (i)
facilitates payment for Transaction Card Tickets presented by Acquirers, (ii)
directs the payments for Transaction Card Tickets to Issuers, and (iii) arranges
for the remittance of and receives payments for, chargebacks and other
Interchange fees and expenses payable by Sponsor Bank.

"Issuer"
means a Person that has a Cardholder Account with a Cardholder. "MasterCard"
means MasterCard International, Inc., and its successors and assigns.

"Merchant"
means any provider of goods and/or services that accepts Transaction Cards as a
payment vehicle.

"Net
Settlement Amount" means the net dollar amount for each business day of
FDR of all (a) transactions processed for Sponsor Bank for the day determined in
accordance with the applicable rules of MasterCard, VISA and the FDR Settlement
Rules, (b) Interchange Fees and expenses relating to Sponsor Bank, and (c)
account expenses including overdraft charges, activity charges, wire transfer
fees and other charges relating to Sponsor Bank.

"Person"
means any general partnership, limited partnership, corporation, limited
liability company, bank or other financial institution, joint venture, trust,
business trust, governmental agency, cooperative, association, individual or
other entity, and the heirs, executors, administrators, legal representatives,
successors and assigns of such Person as the context may require.

"Settlement
Account" is defined in Section 4(a).

"Settlement
Late Payment Fee" is defined in Section 4(e).

"Settlement
System" is defined in Section 4(a).

"Sponsor
Bank's Proprietary Information" is defined in Section 8(a).

"Term"
shall mean the period from the Effective Date until the expiration or
termination of this Agreement.

"Transaction"
means the purchase by a Cardholder of goods and/or services from a Merchant by
use of a Transaction Card and/or any Cardholder obtaining a cash advance from a
Merchant.

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"Transaction
Card" means a Card issued pursuant to a license from VISA or MasterCard
or other card issuing organization for which FDR currently provides service
support.

"Transaction
Card Ticket" means a record (whether paper, magnetic, electronic or
otherwise) which is created to evidence the use of a Transaction Card as payment
for goods, services, cash advances or otherwise or for credit or refund or
otherwise.

"Visa"
means, individually or collectively, as appropriate, VISA U.S.A., Inc., and/or
VISA International, Inc., and either of their successors or assigns.

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EXHIBIT C -
ATTACHMENT 2

ARBITRATION

Arbitration.

(a) If the
parties are unable to resolve any Dispute as contemplated by Section 9 of this
Agreement, such Dispute shall be submitted to mandatory and binding arbitration
at the election of either party (the "Disputing Party"). Except as otherwise
provided in Attachment 2, the arbitration shall be pursuant to the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA").

(b) To initiate
the arbitration, the Disputing Party shall notify the other party in writing
(the "Arbitration Demand"), which shall (i) describe in reasonable detail the
nature of the Dispute, (ii) state the amount of the claim, (iii) specify the
requested relief and (iv) name an arbitrator who (A) has been licensed to
practice law in the U.S. for at least ten years, (B) is not then an employee of
Sponsor Bank or FDR or an employee of an affiliate of either, and (C) is
experienced in representing clients in connection with commercial agreements
(the "Basic Qualifications"). Within fifteen (15) days after the other party's
receipt of the Arbitration Demand, such other party shall file, and serve on the
Disputing Party, a written statement (i) answering the claims set forth in the
Arbitration Demand and including any affirmative defenses of such party; (ii)
asserting any counterclaim, which shall (A) describe in reasonable detail the
nature of the Dispute relating to the counterclaim, (B) state the amount of the
counterclaim, and (C) specify the requested relief; and (iii) naming a second
arbitrator satisfying the Basic Qualifications. Promptly, but in any event
within fifteen (15) days thereafter, the two arbitrators so named will select a
third neutral arbitrator from a list provided by the AAA of potential
arbitrators who satisfy the Basic Qualifications and who have no past or present
relationships with the parties or their counsel, except as otherwise disclosed
in writing to and approved by the parties. The arbitration will be heard by a
panel of the three arbitrators so chosen (the "Arbitration Panel"), with the
third arbitrator so chosen serving as the chairperson of the Arbitration Panel.
Decisions of a majority of the members of the Arbitration Panel shall be
determinative.

(c) The
arbitration hearing shall be held in such neutral location as the parties may
mutually agree. The Arbitration Panel is specifically authorized to render
partial or full summary judgment as provided for in the Federal Rules of Civil
Procedure. In the event summary judgment or partial summary judgment is granted,
the non-prevailing party may not raise as a basis for a motion to vacate an
award that the Arbitration Panel failed or refused to consider evidence bearing
on any dismissed claim or issue. The Federal Rules of Evidence shall apply to
the arbitration hearing. The party bringing a particular claim or asserting an
affirmative defense will have the burden of proof with respect thereto. The
arbitration proceedings and all testimony, filings, documents and information
relating to or presented during the arbitration proceedings shall be deemed to
be information subject to the confidentiality provisions of this Agreement. The
Arbitration Panel will have no power or authority, under the Commercial
Arbitration Rules of the AAA or otherwise, to relieve the parties from their
agreement hereunder

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to arbitrate or
otherwise to amend or disregard any provision of this Agreement, including,
without limitation, the provisions of this Attachment 2.

(d) Should an
arbitrator refuse or be unable to proceed with arbitration proceedings as called
for by this Attachment 2, the arbitrator shall be replaced by the party who
selected such arbitrator, or if such arbitrator was selected by the two
party-appointed arbitrators, by such two party-appointed arbitrators selecting a
new third arbitrator in accordance with Attachment 2. Each such replacement
arbitrator shall satisfy the Basic Qualifications. If an arbitrator is replaced
pursuant to this paragraph (d) after the arbitration hearing has commenced, then
a rehearing shall take place in accordance with the provisions of Attachment 2
and the Commercial Arbitration Rules of the AAA.

(e) At the time
of granting or denying a motion for summary judgment as provided for in (c) and
within fifteen (15) days after the closing of the arbitration hearing, the
Arbitration Panel shall prepare and distribute to the parties a writing setting
forth the Arbitration Panel's finding of facts and conclusions of law relating
to the Dispute, including the reasons for the giving or denial of any award. The
findings and conclusions and the award, if any, shall be deemed to be
information subject to the confidentiality provisions of this Agreement.

(f) The
Arbitration Panel is instructed to schedule promptly all discovery and other
procedural steps and otherwise to assume case management initiative and control
to effect an efficient and expeditious resolution of the Dispute. The
Arbitration Panel is authorized to issue monetary sanctions against either party
if, upon a showing of good cause, such party is unreasonably delaying the
proceeding.

(g) Any award
rendered by the Arbitration Panel will be final, conclusive and binding upon the
parties and any judgment hereon may be entered and enforced in any court of
competent jurisdiction.

(h) Each party
will bear one-half of all fees, costs and expenses of the arbitrators, and
notwithstanding any law to the contrary, each party will bear all the fees,
costs and expenses of its own attorneys, experts and witnesses; provided,
however, that in connection with any judicial proceeding to compel arbitration
pursuant to this Agreement or to confirm, vacate or enforce any award rendered
by the Arbitration Panel, the prevailing party in such a proceeding will be
entitled to recover reasonable attorneys' fees and expenses incurred in
connection with such proceeding, in addition to any other relief to which it may
be entitled.

Judicial
Procedure. Nothing in this Attachment 2 shall be construed to prevent
any party from seeking from a court a temporary restraining order or other
temporary or preliminary relief pending final resolution of a Dispute pursuant
to this Attachment 2.

Federal
Arbitration Act. The parties acknowledge and agree that performance of
the obligations under this contract necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to relevant provisions of this Attachment 2.

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EXHIBIT D

ARBITRATION

Arbitration.

(a) If the
parties are unable to resolve any Dispute as contemplated by Section 4.1 of this
Agreement, such Dispute shall be submitted to mandatory and binding arbitration
at the election of either party (the "Disputing Party"). Except as otherwise
provided in this Exhibit D, the arbitration shall be pursuant to the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA").

(b) To initiate
the arbitration, the Disputing Party shall notify the other party in writing
(the "Arbitration Demand"), which shall (i) describe in reasonable detail the
nature of the Dispute, (ii) state the amount of the claim, (iii) specify the
requested relief and (iv) name an arbitrator who (A) has been licensed to
practice law in the U.S. for at least ten years, (B) is not then an employee of
Customer or FDR or an employee of an Affiliate of either and (C) is experienced
in representing clients in connection with commercial agreements (the "Basic
Qualifications"). Within fifteen (15) days after the other party's receipt of
the Arbitration Demand, such other party shall file, and serve on the Disputing
Party, a written statement (i) answering the claims set forth in the Arbitration
Demand and including any affirmative defenses of such party; (ii) asserting any
counterclaim, which shall (A) describe in reasonable detail the nature of the
Dispute relating to the counterclaim, (B) state the amount of the counterclaim
and (C) specify the requested relief., and (iii) naming a second arbitrator
satisfying the Basic Qualifications. Promptly, but in any event within fifteen
(15) days thereafter, the two arbitrators so named will select a third neutral
arbitrator from a list provided by the AAA of potential arbitrators who satisfy
the Basic Qualifications and who have no past or present relationships with the
parties or their counsel, except as otherwise disclosed in writing to and
approved by the parties. The arbitration will be heard by a panel of the three
arbitrators so chosen (the "Arbitration Panel"), with the third arbitrator so
chosen serving as the chairperson of the Arbitration Panel. Decisions of a
majority of the members of the Arbitration Panel shall be determinative.

(c) The
arbitration hearing shall be held in such neutral location as the parties may
mutually agree. The Arbitration Panel is specifically authorized to render
partial or full summary judgment as provided for in the Federal Rules of Civil
Procedure. In the event summary judgment or partial summary judgment is granted,
the non-prevailing party may not raise as a basis for a motion to vacate an
award that the Arbitration Panel failed or refused to consider evidence bearing
on any dismissed claim or issue. The Federal Rules of Evidence shall apply to
the arbitration hearing. The party bringing a particular claim or asserting an
affirmative defense will have the burden of proof with respect thereto. The
arbitration proceedings and all testimony, filings, documents and information
relating to or presented during the arbitration proceedings shall be deemed to
be information subject to the confidentiality provisions of this Agreement. The
Arbitration Panel will have no power or authority, under the Commercial
Arbitration Rules of the AAA or otherwise, to relieve the parties from their
agreement hereunder

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to arbitrate or
otherwise to amend or disregard any provision of this Agreement, including,
without limitation, the provisions of this Exhibit D.

(d) Should an
arbitrator refuse or be unable to proceed with arbitration proceedings as called
for by this Exhibit D, the arbitrator shall be replaced by the party who
selected such arbitrator, or if such arbitrator was selected by the two
party-appointed arbitrators, by such two party-appointed arbitrators selecting a
new third arbitrator in accordance with Exhibit D. Each such replacement
arbitrator shall satisfy the Basic Qualifications. If an arbitrator is replaced
pursuant to this paragraph (d) after the arbitration hearing has commence, then
a rehearing shall take place in accordance with the provisions of this Exhibit D
and the Commercial Arbitration Rules of the AAA.

(e) At the time
of granting or denying a motion for summary judgment as provided for in (c) and
within fifteen (15) days after the closing of the arbitration hearing, the
Arbitration Panel shall prepare and distribute to the parties a writing setting
forth the Arbitration Panel's finding of facts and conclusions of law relating
to the Dispute, including the reasons for the giving or denial of any award. The
findings and conclusions and the award, if any, shall be deemed to be
information subject to the confidentiality provisions of this Agreement.

(f) The
Arbitration Panel is instructed to schedule promptly all discovery and other
procedural steps and otherwise to assume case management initiative and control
to effect an efficient and expeditious resolution of the Dispute. The
Arbitration Panel is authorized to issue monetary sanctions against either party
if, upon a showing of good cause, such party is unreasonably delaying the
proceeding.

(g) Any award
rendered by the Arbitration Panel will be final, conclusive and binding upon the
parties and any judgment hereon may be entered and enforced in any court of
competent jurisdiction.

(h) Each party
will bear one-half of all fees, costs and expenses of the arbitrators, and
notwithstanding any law to the contrary, each party will bear all the fees,
costs and expenses of its own attorneys, experts and witnesses; provided,
however, that in connection with any judicial proceeding to compel arbitration
pursuant to this Agreement or to confirm, vacate or enforce any award rendered
by the Arbitration Panel, the prevailing party in such a proceeding will be
entitled to recover reasonable attorneys' fees and expenses incurred in
connection with such proceeding, in addition to any other relief to which it may
be entitled.

Judicial
Procedure. Nothing in this Exhibit D shall be construed to prevent any
party from seeking from a court a temporary restraining order or other temporary
or preliminary relief pending final resolution of a Dispute pursuant to this
Exhibit D.

Federal
Arbitration Act. The parties acknowledge and agree that performance of
the obligations under this contract necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to relevant provisions of this Exhibit D.

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EXHIBIT E

INDEMNIFICATION

Customer's
Indemnification. Customer shall indemnify and hold harmless FDR and its
directors, officers, employees, agents and affiliates from and against any and
all third party claims, liabilities, losses and damages (including reasonable
attorney fees, expert witness fees, expenses and costs of settlement) arising
out of or with respect to this Agreement, to the extent that the claim,
liability, loss or damage is caused by, relates to or arises out of (a) the
breach by Customer of any of its duties or obligations under this Agreement or
the breach by any Sponsor Bank of any duties or obligations under a Sponsor Bank
Agreement or (b) a claim or action against FDR for any actual or alleged
infringement of any patent, copyright, trade secret or other proprietary rights
of any person in connection with (i) the development of software or systems to
support an enhancement requested by Customer or Sponsor Bank using designs or
specifications provided by Customer or Sponsor Bank in connection with the
production by FDR of cards, statements or other items for Customer or Sponsor
Bank using artwork, designs or concepts provided by Customer, (ii) any
components of a smart card or chip card personalized or otherwise processed by
FDR on behalf of Customer or Sponsor Bank or (iii) if all or part of the FDR
System may be used in either a way that does not infringe a business method
patent or other proprietary rights of a third party or in a way that does
infringe such right, any claim alleging infringement by the FDR System due to
the way Customer or Sponsor Bank chooses to configure the FDR System.

Customer shall
not have any obligation to indemnify FDR against any claim, liability, loss or
damage FDR or its directors, officers, employees, agents or affiliates may
suffer arising solely out of FDR's negligent performance of any of the services
provided under this Agreement.

FDR's
Indemnification. FDR shall indemnify Customer and its directors,
officers, employees and agents from and against any and all third party claims,
liabilities, losses or damages (including reasonable attorney fees, expert
witness fees, expenses and costs of settlement) arising out of or with respect
to this Agreement to the extent that the claim, liability, loss or damage is
caused by, relates to or arises out of (a) the breach by FDR of any of its
duties or obligations under this Agreement or (b) a claim or action against
Customer for actual or alleged infringement of any patent, copyright, trade
secret or other proprietary rights of any person by the FDR System or any part
thereof, except to the extent such claim is caused by or relates to (i)
Customer's failure to use the FDR System as permitted under this Agreement, (ii)
Customer's use of the FDR System in combination with other software or systems
not expressly authorized by FDR, (iii) the development of software by FDR to
support an enhancement requested by Customer using designs or specifications
provided by Customer or the production by FDR of cards, statements or other
items for Customer using artwork, designs or concepts provided by Customer, (iv)
any component of a smart card or chip card personalized or otherwise processed
by FDR on behalf of Customer or (v) if all or part of the FDR System may be used
in either a way that does not infringe a business method patent or other
proprietary rights of a third party or in a way that does infringe such right,
any claim alleging infringement by the FDR System due to the way Customer
chooses to configure the FDR System. The provisions of this paragraph shall not
be applicable in the case of such liability, claim, demand or dispute that

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arises out of
negligence or willful misconduct of Customer or Sponsor Bank, their assigns or
their respective agents or employees.

Notification.
In the event a claim, suit or proceeding by a third party for which
indemnification may be available under this Agreement is made or filed against a
party or any Entity, the party against which the claim, suit or proceeding is
made (the "Indemnified Party"), shall promptly notify the other party (the
"Indemnifying Party") in writing of the claim, suit or proceeding. The
Indemnifying Party, within thirty (30) days, or such shorter period as is
required to avoid any prejudice in the claim, suit or proceeding, after the
notice, may elect to defend, compromise, or settle the third party claim, suit
or proceeding at its expense. In any third party claim, suit or proceeding which
the Indemnifying Party has elected to defend, compromise or settle, the
Indemnifying Party shall not after the election be responsible for the expenses,
including counsel fees, of the Indemnified Party but the Indemnified Party may
participate therein and retain counsel at its own expense. In any third party
claim, suit or proceeding the defense of which the Indemnifying Party shall have
assumed, the Indemnified Party will not consent to the entry of any judgment or
enter into any settlement with respect to the matter without the consent of the
Indemnifying Party and the Indemnifying Party will not consent to the entry of
any judgment or enter into any settlement affecting the Indemnified Party to the
extent that the judgment or settlement involves more than the payment of money
without the written consent of the Indemnified Party. The Indemnified Party
shall provide to the Indemnifying Party all information, assistance and
authority reasonably requested in order to evaluate any third party claim, suit
or proceeding and effect any defense, compromise or settlement.

Claims Period.
Any claim for indemnification under this Agreement must be made prior to the
earlier of:

(a) One year
after the party claiming indemnification becomes aware of the event for which
indemnification is claimed, or

(b) One year
after the earlier of the termination of this Agreement or the expiration of the
Term.

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EXHIBIT F

SERVICE LEVELS

I. Service
Levels. FDR shall perform Services at the following service levels (each a
"Service Level").

(1) Telephone Customer Service Response Time - Not less than 80% of all incoming
calls answered will be answered within thirty (30) seconds. (This service level
will be effective commencing sixty (60) days following the date on which FDR
first begins performing telephone customer service pursuant to this Agreement.)

Forecasting.

(a) For
purposes of the Telephone Customer Service Service Level above (the "Service
Level"), Customer shall provide FDR with a rolling ninety (90) day estimated
forecast of inbound calls to be handled by FDR. Additionally, Customer will
provide FDR a thirty (30) day estimated daily forecasted volume of incoming
Cardholder calls by half-hour intervals at least forty-five (45) days prior to
the applicable month. If a thirty (30) day daily forecast is not provided by
Customer at least forty-five (45) days in advance, the previous month's actual
daily call volume will be used as the final thirty (30) day daily forecast for
the applicable calendar month. The final forecast will be used for the purposes
of Service Level qualification and the minimum monthly fee calculation.

(b) If the
actual daily volume of incoming calls on any day varies from that day's
forecasted daily volume by more than five percent (5%), or if the actual volume
of incoming calls on a per half-hour interval basis varies from the forecasted
volume for the applicable half-hour interval by more than ten percent (10%),
FDR's performance for the applicable day or applicable half-hour, respectively,
shall be excluded from the monthly or daily calculation of FDR's performance
relative to the Service Level.

(c) In the
event that the current monthly call volume forecast exceeds the previous month's
actual call volume by ten percent (10%) or more, the Service Level shall be
inapplicable for the entire calendar month. Additionally, if the actual daily
call volume received varies by more than ten percent (10%) from that day's
forecasted volume for ten (10) or more days within a calendar month, the Service
Level shall be inapplicable for the entire calendar month.

(d) In the
event that the monthly actual call volume received is less than ninety percent
(90%) of the final forecasted monthly volume, Customer will be assessed fees
equal to the difference of fees generated by the actual call volume received and
fees that would have been generated by ninety percent (90%) of the forecasted
volume multiplied by the actual average

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monthly handle
time per call multiplied by the applicable price per handle minute set forth in
Exhibit 'B'.

(2) Dispute/Chargeback Processing - FDR will complete the following functions in
timeframes specified below.

|Dispute
		Acknowledgment | 100% within
		30 days.                           
|------------------------ | -------------------------------------------------
|Representments*          | 100% of
		Representments Resolved within 60 days.
|Disputes*                | 100% of
		Disputes Resolved within 90 days.      

*Excludes
international items

(3) Web
Application Service Levels

The production
Web Site will be available for inquiry 24 hours per day 7 days per week
(excluding scheduled maintenance) 99.75% of the total minutes in the month.

(4) Authorization System Availability

The
authorization on-line system will be available via primary, backup, or tertiary
to respond to authorization inquiries 24 hours per day, 7 days per week for at
least 99.75% of the total minutes in the month.

Applications
not supported on the backup or tertiary authorization on-line systems are
excluded from this measurement. This includes Address Verification Service (AVS),
Card Activation, Instant Credit, Hot Calls, Lost/Stolen, Warning Bulletins,
referral memory, name match, REF referral queue, batch auths, and ODS
authorization RPC.

(5) On-Line
System Availability

The time the
production on-line system is available for clients to access cardholder/merchant
information on line.

The production
on-line system will be available for inquiry and update 24 hours per day, 7 days
per week (excluding nightly batch processing and scheduled maintenance) 99.75%
of the total minutes in the month.

Note: ODS
on-line regions (availability) are included in this measure.

(6) Embossing Accuracy

Accuracy is
defined as the correct processing of information from the Cardholder system to
create the plastic. The card carrier will be printed on the correct form and
include the correct inserts and envelopes. A mailing piece will be counted as an
error if the Cardholder reports one or more identified problems with it to FDR.

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Plastics
embossed and mailed to the Cardholder are accurate for 99.5% of all items.

(7) Embossing Daily Plastics Orders - Three-Day Turnaround - Timeliness

Three-Day
Turnaround - Cardholder embossing orders entered electronically will be mailed
within three business days for 95.0% of each month's volume; 100% of the month's
volume will be mailed by day 4.

Holds and
plastic destruction requests by the Customer are excluded from this standard.

(8) Embossing Rush Special Requests Orders Timeliness

Cardholder
embossing orders entered electronically will be mailed within one business day
following cycle for 99.0% of each month's volume and within two business days
following cycle for 100% of each month's volume.

Plastic holds
and destruction requests by the client are excluded from this standard.

(9) Postings, Monetary

Monetary
transactions entered on-line or files received in the FDR Data Center by 6:00 PM
CTZ will be processed in that night's production processing cycle for 100% of
the production cycles for the month. Designated holidays are exempt.

Excluded from
this measurement are Batch Auths, which will have a separate standard and
Electronic Ticket Capture (ETC) which has a product defined cut-off.

If any monetary
file volume exceeds one million transactions, the client must notify FDR at
least three hours prior to the designated cut-off time of the files
transmission. The transmission must be received in the FDR Data Center at least
1.5 hours prior to the normal cut-off time for the file to be processed in that
night's production processing cycle.

Physical tapes
must be received in the Input/Output Control area thirty minutes prior to the
designated cut-off time.

Files received
from the client with client-caused issues (e.g. out of balance or invalid
fields/transactions) which prohibit processing in that night's production
processing cycle are excluded from this performance standard.

(10) Postings, Non-monetary

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Non-monetary
transactions entered on-line or files received in the FDR Data Center by 5:00 PM
CTZ will be processed in that night's production processing cycle for 95% of the
production cycles for the month and by the next night's production processing
cycle for 100% of the production cycles for the month. Designated holidays are
exempt.

If any
non-monetary file volume exceeds one million transactions, the client must
notify FDR at least three hours prior to the designated cut-off time of the
files transmission.

The
transmission must be received in the FDR Data Center at least 1.5 hours prior to
the normal cut-off time for the file to be processed in that night's production
processing cycle.

Physical tapes
must be received in the Input/output Control area thirty minutes prior to the
designated cut-off time.

II. Remedies
for Failed Performance

(1) FDR will
pay Customer [* * *] for each of the sixth (6th), seventh (7th)
and eighth (8th) failed Service Levels that occur in a calendar month.

(2) FDR will
pay Customer [* * *] for each of the ninth (9th) and tenth (lot)
failed Service Levels that occur in a calendar month.

(3) If FDR
fails any single Service Levels for three (3) consecutive months, then FDR will
pay Customer [* * *].

(4)
Termination. If FDR fails six (6) or more Service Levels for each of four (4)
consecutive months, then Customer may terminate this Agreement by giving FDR
written notice of the Service Level failures, identifying each of the failures
and the months in which they occurred, within ninety (90) days after the last
Service Level failure.

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SPONSOR BANK
AGREEMENT

This Sponsor
Bank Agreement (this "Agreement") is entered into as of this 1st day of April,
2003 (the "Effective Date"), between BANKFIRST (the "Sponsor Bank") and First
Data Resources Inc. ("FDR"). Capitalized terms used and not otherwise defined in
this Agreement shall have the meaning given in the service agreement dated as of
December 18, 1998, between FDR and Sponsor Bank, as amended (the "Processing
Agreement").

1. Sponsor Bank. Sponsor Bank hereby agrees to act as a sponsor bank for
certain Cardholder Accounts of NBO Systems, Inc. ("Customer"). These Cardholder
Accounts of Customer are being processed by FDR pursuant to a Service Agreement
dated as of April 1, 2003, between FDR and Customer, as amended (the "Service
Agreement"). Sponsor Bank agrees that FDR is taking directions in connection
with FDR's data processing and other services with respect to these Cardholder
Accounts from Customer and not from Sponsor Bank. Sponsor Bank irrevocably
designates Customer as Sponsor Bank's agent for purposes of giving instructions
to FDR regarding use of data and other matters. Sponsor Bank shall not be
responsible to FDR for payment of processing fees due to FDR by Customer
pursuant to the Service Agreement whether or not those amounts are paid by
Customer.

2. Compliance. (a) Sponsor Bank agrees to comply with all federal, state
and local laws and regulations, the operating rules, regulations and procedures
promulgated by MasterCard and VISA from time to time and the FDR Settlement
Rules adopted by FDR from time to time.

(b) FDR shall
comply with all federal, state and local laws and regulations, the operating
rules, regulations and procedures promulgated by MasterCard and VISA to the
extent applicable to FDR as a third party provider of data processing services.

3. Term
and Termination. (a) This Agreement shall be effective as of the
Effective Date, and shall remain in effect until the earlier of (i) the
expiration or termination of the Service Agreement, or (ii) the termination of
Sponsor Bank's relationship with Customer, at which time, this Agreement shall
automatically terminate (the "Term").

(b)
Notwithstanding the foregoing, FDR shall have the right to terminate this
Agreement under any of the following conditions:

(i) immediately
upon notice to Sponsor Bank upon the failure by Sponsor Bank to be a member, or
failure by Sponsor Bank otherwise to maintain good standing with, either VISA or
MasterCard, as applicable, at any time during the Term;

(ii) the
occurrence of an Insolvency Event with respect to the Sponsor Bank;

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(iii)
immediately upon notice to Sponsor Bank if FDR has been required by a
governmental or regulatory body or agency or by VISA or MasterCard to terminate
settlement on behalf of Sponsor Bank;

(iv) if Sponsor
Bank fails to pay any Daily Amount when required as provided in this Agreement
and does not cure the failure within four (4) hours after written notice of the
failure or immediately without notice if FDR has the right more than three times
in any twelve month period to give notice under this paragraph whether or not
the notice is given;

(v) upon
twenty-four (24) hours notice by FDR if FDR has terminated Interchange
Settlement of transactions on behalf of Sponsor Bank in accordance with the
terms and conditions described in Section 12.7 of the Processing Agreement; or

(vi) if Sponsor
Bank fails to pay any amount due under this Agreement (other than a Daily
Amount) within fifteen (15) days after written notice to Sponsor Bank of its
failure to pay the amount.

(c) Upon
expiration or termination of this Agreement, FDR shall have no further
obligation to settle with Sponsor Bank and all outstanding unpaid amounts, due
and owing to FDR shall become immediately due and payable. Termination of this
Agreement shall not affect the following:

(i) any
obligation or liability owing or which becomes owing under this Agreement
whether the obligations arise prior to or after the date of termination,
including the obligations to make the payments provided in this Agreement,
including payments in accordance with the terms and conditions described in
Section 12.11 of the Processing Agreement;

(ii) the
provisions of Sections 4(b), 5, 6, 7, 8, 9 and 11 of this Agreement; or

(iii) Sponsor
Banks obligations in accordance with the terms and conditions described in
Section 12.11 of the Processing Agreement.

4. Settlement. (a) Sponsor Bank and FDR each agree to handle and settle
Interchange Settlement with respect to Visa or MasterCard transactions relating
to the Cardholder Accounts of Customer in accordance with the terms and
conditions described in Article 12 of the Processing Agreement,

(b) Sponsor
Bank will notify FDR in writing at least one hundred twenty (120) days prior to
any transfer or closing of all Cardholder Accounts of Customer on the FDR System
associated with a BIN or ICA belonging to Sponsor Bank or the redirection of any
BIN or ICA by Sponsor Bank to another processing system. Such notice shall
include an instruction to FDR to initiate a systematic removal from the FDR
System of account information associated with that BIN or ICA, which Customer
shall be obligated to pay for in accordance with the Service Agreement. Sponsor
Bank will

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comply with all
rules, regulations and policies of MasterCard and VISA with respect to removal
or deletion of unused or abandoned BINS or ICAs. In the event that Sponsor Bank
fails to comply with such rules, regulations and policies, or fails to provide
the foregoing notice to FDR, Sponsor Bank hereby authorizes FDR, as its agent,
to (i) request MasterCard or VISA to delete the BIN or ICA, and (ii) remove all
account information associated with the BIN or ICA from the FDR System at
Customer's expense, in accordance with the Service Agreement. Sponsor Bank shall
be responsible, and will reimburse FDR, for any loss, expense or other cost
associated with or arising from abandoned or unused BINs and ICAs, including
trailing activity, fraudulent use or other similar costs.

5. Separate Actions. Sponsor Bank agrees that separate action or actions
may be brought by FDR against Sponsor Bank, whether action is brought separately
against or through Customer or whether Customer and FDR join in any such action
or actions. Sponsor Bank waives any right to require FDR to proceed against
Customer, and Sponsor Bank waives any defense arising by reason of any
disability or other defense of Customer or by reason of the cessation from any
cause whatsoever of the liability of Customer.

6. Limitation on Liability. FDR's cumulative liability to Sponsor Bank for
any loss or damage, direct or indirect, for any cause whatsoever arising out of
or related to the Service Agreement or this Agreement with respect to claims
(whether third-party claims, indemnity claims or otherwise) relating to events
in any calendar year shall not under any circumstances exceed one hundred
thousand dollars ($100,000). In addition, the cumulative liability of FDR in any
calendar year to Sponsor Bank and Customer in the aggregate shall not exceed the
amount of Processing Fees (as defined in the Service Agreement) paid to FDR by
Customer pursuant to the Service Agreement for services performed during the
immediately preceding calendar year. IN NO EVENT SHALL FDR BE LIABLE UNDER ANY
THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES.

7. Indemnification. (a) Sponsor Bank shall indemnify and hold harmless FDR
and its directors, officers, employees, agents and affiliates from and against
any and all third party claims, liabilities, losses and damages (including
reasonable attorney fees, expert witness fees, expenses and costs of settlement)
arising out of or with respect to this Agreement, to the extent that the claim,
liability, loss or damage is caused by, relates to or arises out of the breach
by Sponsor Bank of any of its duties or obligations under this Agreement.

(b) Subject to
the provisions of Article 6, FDR shall indemnify and hold harmless Sponsor Bank
and its directors, officers, employees and agents from and against any and all
third party claims, liabilities, losses or damages (including reasonable
attorney fees, expert witness fees, expenses and costs of settlement) arising
out of or with respect to this Agreement to the extent that the claim,
liability, loss or damage is caused by, relates to or arises out of the breach
by FDR of any of its duties or obligations under this Agreement.

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(c) Any claim
for indemnification under this Agreement must be made prior to the earlier of:

(i) one year
after the party claiming indemnification becomes aware of the event for which
indemnification is claimed, or

(ii) one year
after the end of the Term.

8. Confidentiality. Sponsor Bank and FDR each agree to handle and safeguard
the proprietary information of Sponsor Bank and FDR disclosed in connection with
this Agreement in accordance with the terms and conditions described in Article
10 of the Processing Agreement.

9. Informal Dispute Resolution. Sponsor Bank and FDR each agree to handle
any controversy or claim with respect to this Agreement in accordance with the
terms and conditions described in Sections 13.13 through 13.16 of the Processing
Agreement.

11. Disclaimer. FDR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS AGREEMENT
IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL
NOT APPLY TO IT.

12. Assignment. Sponsor Bank acknowledges and agrees that it may not
transfer or assign its rights under this Agreement without the prior written
consent of FDR.

13. Notice. All notices which either party may be required or desire to give
to the other party shall be in writing and shall be given by personal service,
telecopy, registered mail or certified mail (or its equivalent), or overnight
courier to the other party at its respective address or telecopy telephone
number set forth below. Mailed notices and notices by overnight courier shall be
deemed to be given upon actual receipt by the party to be notified. Notices
delivered by telecopy shall be confirmed in writing by overnight courier and
shall be deemed to be given upon actual receipt by the party to be notified.

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|If to FDR:                                                                                                                         | With a copy
		to:                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   |                                                                                                                                         
|First Data
		Resources Inc.
		10825 Farnam
		Drive
		Omaha,
		Nebraska 68154
		Attn:
		President
		Telecopy
		Number: 402-222-7334 | First Data
		Resources Inc.
		10825 Farnam
		Drive
		Omaha,
		Nebraska 68154
		Attn: General
		Counsel
		Telecopy
		Number: 402-222-7700
|                                                                                                                                   |                                                                                                                                         
|If to Sponsor
		Bank:                                                                                                              | With a copy
		to:                                                                                                                       
|                                                                                                                                   |                                                                                                                                         
|BANKFIRST
		2600 W. 49th
		St.
		Sioux Falls,
		SD 57105
		Attn: George
		Lund
		Telecopy
		Number: 605-361-2111                   | BANKFIRST
		2600 W. 49th
		St.
		Sioux Falls,
		SD 57105
		Attn: Brad
		Hanson
		Telecopy
		Number: 605-782-3804                        

FDR and Sponsor
Bank will send a copy of any and all notices pertaining to this Agreement to
Customer at the following address:

NBO Systems, Inc.

3676 West California
Avenue, Building D

Salt Lake City, Utah
84104

Attn: CEO

Telecopy Number:
801-973-4188

A party may
change its address or addresses set forth above by giving the other party notice
of the change in accordance with the provisions of this section.

14. Entire Agreement. This Agreement, along with the Service Agreement, sets
forth the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements or understandings among the parties
with respect to the subject matter hereof. This Agreement may not be amended
except in a writing signed by authorized officers of each of the parties hereto.
This Agreement is entered into solely for the benefit of FDR and Sponsor Bank
and shall not confer any rights upon any Entity not a party to this Agreement.

15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

16. Governing Law. This Agreement shall be governed by the laws of the State
of Nebraska without giving effect to principles of choice of law thereof.

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---

IN WITNESS
WHEREOF, the parties to this Agreement have caused it to be executed by their
duly authorized officers as of the day and year first written above.

BANKFIRST



By: /s/ [illegible]

Title: Senior Vice President



FIRST DATA RESOURCES INC.



By: /s/ Stephen T. Selzer

Title: EVP





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