Exhibit 10.2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OFTHIS AGREEMENT. THE REDACTED PROVISIONS ARE INDICATED BY THREE ASTERISKSENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

LICENSE AND SERVICES AGREEMENT
(FULL SERVICE LOYALTY/BENEFITS APPLICATION)

BETWEEN

CARD COMMERCE INTERNATIONAL, INC.

AND

NBO SYSTEMS, INC.

 
LICENSE AND SERVICES AGREEMENT
**THIS LICENSE AND SERVICES AGREEMENT ("Agreement") is madeand entered into as of the 31st day of July 2002, by and between **CardCommerce International, Inc.,**a Delaware corporation ("CCI"), and the partywhose signature appears on the signature page hereto **("Customer"),**withreference to the following facts:
**RECITALS**
A.     CCI has developed proprietaryApplications (as defined below), for analyzing and reporting data generated inelectronic financial transactions. Among other uses, these Applications are usedin risk management and fraud detection; data analysis, mining, reporting andwarehousing; and generation of reports and data related to the foregoing. TheApplications are used to assist in providing secure financial transactions inconsumer-to-business and business-to-business transactions, loyalty and benefitsprograms, and other purposes.

B.     Customer desires to engage CCI toprovide certain Services (as defined below) and to use, develop and adaptcertain Systems and Applications (each as defined below). Customer furtherdesires to obtain and assure CCI's continuing expertise and assistance.

C.    Customer desires to engage CCI toprovide the Services, and CCI desires to provide the Services, on and subject tothe terms and conditions of this Agreement.

Therefore, the parties agree as follows:
**1. CERTAIN DEFINITIONS**
For purposes of this Agreement, the following terms shallhave the meanings ascribed to them below.
*1.1 "Acquirer" means a company that purchases salesdrafts from merchants that have accepted a credit card (including bank cards andcards issued by commercial issuers), charge card or debit card as a form ofpayment for products or services.
*1.2 "Applications" means any and all rights, domestic andinternational, of CCI in and to the Software, systems, know how, formulae,processes, designs, trade secrets, copyrights, licenses, approvals and consents,and contract rights of CCI in any way concerning the foregoing, for dataanalysis, processing and reporting in connection with electronic financialtransactions, credit, charge and debit transactions, including withoutlimitation
*(a) data acquisition and input;
*(b) data mapping and normalization into a TransactionDatabase;
*(c) Transaction Data manipulation; and
*(d) Report Generation.

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*1.3 "Business Rules" means the rules, specifications,formulae, processes, qualification standards and requirements of Customer'sbusiness and/or the Customer Program that are used by, implemented by orembodied in the Software for Report Generation in accordance therewith.
*1.4 "CCI Marks" mean any and all rights, domestic andinternational, in and to the designs, trade dress, commercial symbols,trademarks, service marks, trademark and copyright registrations or applicationstherefore (if any), and contract rights of CCI related to the foregoing.
*1.5 "Consumer Participant" means a person who hasregistered a credit card, charge card, debit card or other account withCustomer, agreed to participate in the Program and become a registered Programcardholder.
*1.6 "Consumer Participant Support" is defined in Schedule B.*1.7 "Designated Applications" means the Application(s)described in Schedule A hereto and the Enhancements thereto.
*1.8 "Enhancements" means any and all enhancements,adaptations or variations to each of the Applications, including withoutlimitation the Software.
*1.9 "Enhancements Support" is defined in Schedule B.*1.10 "Initial Record" means any Transaction Data recordfrom a Merchant Participant.
*1.11 "Customer Privacy Policy" means the privacy policythat Customer provides to Consumer Participants, as the same may be amended fromtime to time.
*1.12 "Customer Program" means the loyalty/benefitsprogram operated by Customer, if any, in each case where the DesignatedApplications include the Loyalty/Benefits Application.
*1.13 "Customer Rights" means any and all rights ofCustomer in and to any intellectual property and proprietary rights of Customer,including without limitation domestic and international rights in and to (i)trademarks, commercial symbols, service marks and trademark registrations orapplications therefore (collectively, *"Customer Marks");*(ii) ConsumerParticipant lists and data (collectively, *"Customer Data");*(iii) tradesecrets, trade dress, copyrights, copyright registrations or applicationstherefore, licenses, approvals and consents; and (iv) any contract rightsrelated to any of the foregoing.
*1.14 "Merchant Participant" means a merchant that hasagreed to participate in the Program, directed the Acquirer of its ConsumerParticipant card transactions (if any) to report its Transaction Data to CCI andthe clearing and settlement agents within the VISA/MasterCard bank card and/orcommercial issuer interchange network(s), as applicable, and report ParticipantTransaction Data to CCI through a telecommunications link with or to CCI.
*1.15 "New Merchant Support" is defined in Schedule B.*1.16 "Participant" means either a Consumer Participant ora Merchant Participant. The term "Participants" refers collectively to ConsumerParticipants and Merchant Participants.
*1.17 "Program Support" is defined in Schedule B.
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*1.18 "Qualified Record" means an Initial Recordcontaining Transaction Data that has been received and reviewed by CCI anddetermined to contain Transaction Data for a Consumer Participant.
*1.19 "Requirements Document" is defined in Section2.2below.
*1.20 "Services" means the Services described in Schedule B hereto.
*1.21 "Setup Phase" means the period beginning as of theeffective date of this Agreement and ending upon (a) CCI's certification of thetraining of personnel on use of the Designated Applications and (b)establishment of one or more telecommunications links to one or more TransactionData processors or other providers and successful Transaction Data mapping andnormalization from such source(s) in accordance with the DesignatedApplications' standard features and functionality and/or any standards set forthin the Requirements Document.
*1.22 "Software" means any set or series of computerinstructions or computer program routines, computer program source code,computer program object codes, computer program flow charts, mathematical andscientific models and algorithms, including without limitation system softwareand application software, for use or exploitation of CCI's business.
*1.23 "Systems" means the Applications and Enhancements.
*1.24 "Systems Support" is defined in Schedule B.
*1.25 "Technology" means any and all rights*,*domestic and international, in and to**(i) the**Systems; (ii) thearchitecture and/or design of the Software, including without limitation anyprotocols and interfaces for interacting with other programs, future flexibilityand expandability; (iii) any information systems; (iv) any and all developments,know how, software, designs, trade secrets, trade dress, commercial symbols,marketing data and plans, customer lists, trademarks, service marks, copyrights,patent, patent applications or other governmental grants, licenses, approvalsand consents, trademark and copyright registrations or applications therefore,permits, contract rights, licenses, whether previously or hereafter acquired byCCI, in any way concerning the Systems or the business of CCI; and (v) any andall creations which are or may become legally protectable or legally recognizedas forms of property before or after the date hereof and that are derived from,similar to, relate to, concern, affect or may be competitive with the Systems,including with limitation all copyrights, inventions, know-how, designs;improvements, trade secrets, documentation, descriptions, contract rights andany other subject matter which is or may become legally protectable or legallyrecognized, whether by law or by contract, as a form of property; *provided,however,* that the Technology shall not include the Customer Rights.
*1.26 "Transaction Data" means the datareceived from Merchant Participants, including Initial Records. Transaction Datamay be obtained directly from Merchant, through an acquirer, or from otheragents.
*1.27 "Transaction Database" means the electronic databaseof Transaction Data records containing Participant data that is to be built andmaintained by CCI pursuant to this Agreement, including Initial Records andQualified Records.
*1.28 "User Interface" means that portion of theDesignated Application(s) consisting of the front-end Software or applicationthat enables Customer and/or users to access and/or view the Transaction Data orreports containing Transaction Data, including terminal emulation software

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that is provided to Customer by CCI, but excluding anysoftware used or obtained by Customer from a third party.
**2. LICENSE AND SERVICES***2.1 Services. Subject to CCI's timely receipt of the feesand compensation as provided in Section 3 below, CCI shall:
*        (a) use,operate, develop and adapt the Designated Applications as provided in thisAgreement; and
*        (b) provide toCustomer the Services as described on Schedule B hereto.
*2.2 Applications Specifications and Functionality. At orbefore conclusion of the Setup Phase, the Applications shall meet or exceed theDesignated Applications' standard features and functionality, the ApplicationsSpecifications and Functionality Standards set forth on Schedule A heretoand any specific business requirements, operating procedures and specificationsas may be mutually agreed by Customer and CCI during the term hereof. Ifrequested by Customer, the parties agree to use their reasonable best efforts towork cooperatively and diligently to prepare and agree on any specific BusinessRules, business requirements, operating procedures and specifications for theApplications as may be set forth in writing (the "Requirements Document") tofulfill the intent and purposes of this Agreement.
*2.3 User Interface License. CCI grants to Customer:

        (i) Anon-exclusive license to use the User interface during the term of thisAgreement;

        (ii) Subject toCCI's reasonable consent, a non-exclusive right to sublicense the User Interfaceduring the term of this Agreement to end users who are Participants or customersof Customer.
*2.4 Use of Customer Rights and CCI Marks. CCI grants toCustomer a non-exclusive license to use any CCI Marks to market the DesignatedApplications, alone or in conjunction with any Customer trademarks or servicemarks during the term of this Agreement; *provided, however,*that CCIshall have the right to approve or disapprove the format, size, placement or usethereof. Customer grants to CCI a limited, non-exclusive and worldwide licenseand right to use any Customer Rights, including without limitation trademarksand service marks, that CCI incorporates into the Designated Applications atCustomer's request or with Customer's written permission, solely for suchpurpose and solely to the extent so incorporated. Customer further grants to CCIa non-exclusive, worldwide license to use, review, analyze, extract, andgenerate reports from the data provided to CCI directly or indirectly byCustomer in connection with this Agreement or any other agreement betweenCustomer and CCI for purposes reasonably related to carrying out the intent andpurposes of this Agreement or any other agreement between Customer and CCI,including without limitation purposes related to providing the Services oroperations and functions of the Designated Applications. CCI may not use saiddata for any purpose not directly applicable to Customer.
*2.5 Customer Privacy Policy. Subject to the provisions ofSection 7.1 below, CCI shall review and comply with the Customer Privacy Policyas in effect from time to time, *provided*that Customer shall provide awritten copy of the Customer Privacy Policy to CCI at or prior to the parties'execution of this Agreement and any updates, modifications or changes to theCustomer Privacy Policy as Customer may adopt from time prior to their adoption.CCI and

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Customer shall use their reasonable best efforts to discussand agree in good faith on potential modifications to the Customer PrivacyPolicy, the Services and/or CCI's practices to make such modifications theretoas may be reasonably appropriate to conform the Services to the then currentCustomer Privacy Policy.
*2.6 Reservation of Rights. Neither party shall acquireany intellectual property or other rights in or to the intellectual propertyrights of the other party, except as specifically provided in this Agreement.Without limiting the generality of the foregoing, CCI shall acquire no rights inor to the Customer Rights, and Customer shall acquire no rights in or to theTechnology, except as provided in this Agreement.
**3. COMPENSATION***3.1 Compensation. Customer shall pay to CCI the fees andother compensation as provided on Schedule C hereto in accordance withSection 3.2 below during the term of this Agreement.
*3.2 Payments. If and when requested by CCI, Customershall establish and maintain a DDA for ACH payment as follows. On the tenth (10th)day following CCI's delivery to Customer of its monthly invoices forcompensation due and payable to CCI by Customer hereunder, CCI shall have theright to cause to be withdrawn through the ACH or Automated Clearing House fundsfrom a DDA or Demand Deposit Account designated by Customer an amount equal tothe amount invoiced. For purposes of this subsection 3.2, the term *ACH*refers to an electronic network that provides for the transfer of funds amongbanks, government agencies and private companies. For purposes of thissubsection 3.2, the term *DDA*refers to a bank account, such as a checkingaccount, that allows the holder to withdraw funds or use funds for payment upondemand. Customer shall maintain sufficient funds in such DDA account as may bereasonably necessary to meet the amount of such invoices and shall execute anddeliver such instruments, agreements and other documents as may reasonably beappropriate or necessary to effectuate the foregoing.
**4. TERM AND TERMINATION***4.1 Term. The term of this Agreement shall be five (5)years from the effective date set forth in the preamble with successive one (1)year renewal unless notified by either party within ninety (90) days of itsintent not to renew the ongoing five year term, or unless earlier terminated inaccordance with Section 4.2 below. The period beginning on such effective dateand ending on the effective date of such termination is sometimes referred toherein as the "term" of this Agreement.
*4.2 Termination for Cause*
        (a) This Agreementmay be terminated for cause by Customer if:

               (1) CCI is in material breach of its obligations hereunder;

               (2) the Designated Applications experience or cause chronic failures after theSetup Phase, including irretrievable data loss repeated or continuing for thirty(30) days or more, chronic and repeated generation of materially inaccurate,garbled or unusable Qualified Records (other than defects arising frominaccurate or defective Transaction Data received by CCI from third partiesresulting from transmission or other failures not within CCI's control);

               (3) CCI materially, repeatedly and chronically fails to provide the Services asprovided in this Agreement; or

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               (4) Any representation or warranty made by CCI under Section 5.1 below ismaterially false.

        (b) This Agreementmay be terminated for cause by CCI if:

               (1) Customer is in material breach of its obligations hereunder, includingwithout limitation the timely payment of any compensation due and payable underSection 3 above; or

               (2) any representation or warranty made by Customer under Section 5.2 below ismaterially false.

        (c) The partyseeking to terminate this Agreement for cause may do so by giving thirty (30)days' prior written notice to CCI or Customer, as the case may be, in accordancewith the provisions of Section 8.8 below; *provided, however,*that theparty to which such notice is delivered shall have sixty (60) days to cure suchdefault (other than a default under Section 4.2(a)(2), (3) or (4) above); and *provided, further,*that if such default is not susceptible to cure or hasnot been cured within such sixty-day period, then the party having deliverednotice of termination for cause pursuant to this Section 4 may thereupon deliverwritten notice to the other party of its determination to terminate thisAgreement for such party's failure to cure such default, whereupon thisAgreement shall be deemed terminated effective ten (10) days after delivery ofsuch notice in accordance with the provisions of Section 8.8 below.
*4.3 Reservation of Rights. Nothing in this Section 4shall be deemed to limit any other rights or remedies that either party may haveunder this Agreement, including without limitation the rights of either partyprovided in Section 5.2(c).
**5. REPRESENTATIONS AND WARRANTIES**
5.1 CCI hereby represents and warrants to Customer asfollows:
*        (a) ThisAgreement has been duly authorized by all necessary corporate action on the partof CCI, has been duly executed and delivered by CCI and is a valid and bindingobligation of CCI, enforceable against CCI in accordance with its terms.
*        (b) All ofCCI's rights to and interest in the Designated Applications are enforceable andvalid and will not cease to be enforceable and valid and in full force andeffect by reason of the execution and delivery of this Agreement or theperformance of CCI's obligations under this Agreement.

        *(c)* CCIwill not use Customer provided data for other Clients or purposes outside of theintent of this Agreement without written consent from Customer.

5.2 Customer hereby represents and warrants to CCI asfollows:
*        (a) ThisAgreement has been duly authorized by all necessary corporate action on the partof Customer, has been duly executed and delivered by Customer and is a valid andbinding obligation of Customer, enforceable against it in accordance with itsterms.

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*        (b) All ofCustomer's rights to and interest in the Customer Rights are enforceable andvalid and will not cease to be enforceable and valid and in full force andeffect by reason of the execution and delivery of this Agreement or theperformance of Customer's obligations under this Agreement.
*        (c) Customerhas and will have all legal right to use the Transaction Data pertaining tothose Merchants Participants for which Customer has submitted the signedauthorization forms, that is to be contained in the Transaction Database,including without limitation all Initial Records and Qualified Records, and toauthorize CCI to use all such data as provided in this Agreement.
**6. CONFIDENTIALITY AND NON-CIRCUMVENTION***6.1 Obligations of CCI. CCI agrees:
*        (a) CCI shalltreat any information concerning the Customer Rights, including withoutlimitation Customer Data, system functionality and capability, concepts, ideas,strategic plans, product development plans, research and development,information about Customer's operations and maintenance, business activities,finances, reports, interpretations, forecasts and records, Customer's parentcorporations, affiliated corporations and subsidiary corporations) and anyanalyses, compilations, studies or other documents, whether prepared by Customeror others, that contain or reflect such information (collectively, the **"Customer Confidential Information")**in****accordance with theprovisions of this Agreement. The term "Customer Confidential Information" doesnot include information which (a) was or becomes generally available to thepublic other than as a result of a disclosure by CCI or CCI's directors,officers, employees, agents, or advisors, (ii) was or becomes available to CCIon a non-confidential basis from a source other than Customer or their advisorsprovided that such source is not bound by a confidentiality agreement withCustomer, (iii) was within CCI's possession prior to its being furnished to CCIby or on behalf of Customer, provided that the source of such information wasnot bound by a confidentiality agreement with Customer in respect thereof.
*        (b) CCI agreesthat the Customer Confidential Information will be used solely for the purposedescribed in this Agreement and will not be used by CCI in any way detrimentalto Customer. CCI also agrees that the Customer Confidential Information will bekept confidential by CCI, CCI's agents and employees; *provided, however,*that (i) any such information may be disclosed to CCl's directors, officers andemployees who need to know such information for the purpose of the contemplatedtransaction that is the subject of this Agreement (it being understood that suchdirectors, officers and employees shall be informed by CCI of the confidentialnature of such information and shall be directed by CCI to treat suchinformation confidentially and shall assume the same obligations as CCI underthis Agreement) and (b) any disclosure of such information may be made to whichCustomer consents in writing. CCI shall be responsible for any breach of thisAgreement by CCI's agents or employees.
*        (c) CCI shallnot grant any rights to any other party in or to the Customer ConfidentialInformation except as provided in this Agreement.
*        (d) CCI shallnot solicit or hire any Customer employee that works with the Systems for aperiod of six (6) months following the earlier of (i) such employee'sresignation or termination from Customer or (ii) termination of this Agreement.

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*        (e) CCI shallnot, without Customer's prior written consent, use the name, trade names,service marks, business styles or trademarks or Customer.

6.2 *Obligations of Customer*. Customer agrees:
*        (a) Customershall treat any information concerning the Technology (including withoutlimitation all data, customer lists and relationships, specifications, designs,processes, methods, system functionality and capability, concepts, ideas,strategic plans, product development plans, research and development,information about CCI's operations and maintenance, business activities,finances, reports, interpretations, forecasts and records, CCI's parentcorporations, affiliated corporations and subsidiary corporations, if any) andany analyses, compilations, studies or other documents, whether prepared by CCIor others, that contain or reflect such information (collectively, the **"CMConfidential Information")**in accordance with the provisions of thisAgreement. The term "CCI Confidential Information" does not include informationwhich (a) was or becomes generally available to the public other than as aresult of a disclosure by Customer or Customer's directors, officers, employees,agents, or advisors, (b) Customer can demonstrate was or becomes available toCustomer on a non-confidential basis from a source other than CCI or itsadvisors provided that such source is not bound by a confidentiality agreementwith CCI, (b) was within Customer's possession prior to its being furnished toCustomer by or on behalf of CCI, provided that the source of such informationwas not bound by a confidentiality agreement with CCI in respect thereof.
*        (b) Customeragrees that the CCI Confidential Information will be used solely for the purposedescribed in this Agreement and will not be used by Customer in any waydetrimental to CCI. Customer also agrees that the CCI Confidential Informationwill be kept confidential by Customer, Customer's agents and employees; *provided, however,*that (a) any such information may be disclosed toCustomer's directors, officers and employees who need to know such informationfor the purpose of the contemplated transaction that is the subject of thisAgreement (it being understood that such directors, officers and employees shallbe informed by Customer of the confidential nature of such information and shallbe directed by Customer to treat such information confidentially and shallassume the same obligations as Customer under this Agreement) and (b) anydisclosure of such information may be made to which CCI consents in writing.Customer shall be responsible for any breach of this Agreement by Customer'sagents or employees.
*        (c) Customershall not grant any rights to any other party in or to the DesignatedApplications except as provided in this Agreement. Customer shall not copy,reproduce, disassemble or decompile the Software nor reverse engineer thedesign, function or processes of all or any part of the Systems.
*        (d) Customershall not solicit or hire any CCI employee that works with the Systems for aperiod of six (6) months following the earlier of (i) such employee'sresignation or termination from CCI or (ii) termination of this Agreement.
*        (e) Customershall not, without CCI's prior written consent, use the name, trade names,service marks, business styles or trademarks or CCI.

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**7. CERTAIN COVENANTS AND CONDITIONS***7.1 Participant Consents.

        (a) Under theterms and conditions of the Customer Program, Customer shall have been providedby each Consumer Participant with its consent and authorization to:
*               	(1) use such Consumer Participant's Transaction Data as contemplated and	as actually used in the Customer Program;
*               	(2) cause such Consumer Participant's Transaction Data to be provided to	CCI for use as contemplated in this Agreement; and
*               	(3) use such Consumer Participant's Transaction Data and to license or	permit CCI to use such Consumer Participant's Transaction Data as	contemplated in this Agreement.
*        (b) Customershall obtain and cause each Merchant Participant to sign a written authorizationand instruction that provides as follows:
*               	(1) Each Merchant Participant shall instruct and direct the Acquirer of	its Consumer Participant card transactions (if any) to report its	Transaction Data to CCI, and to cause the clearing and settlement agents	within the VISA/MasterCard bank card and/or commercial issuer interchange	network(s), as applicable, to report Participant Transaction Data to CCI,	through a telecommunications link with or to CCI;
*               	(2) Each Merchant Participant shall authorize Customer to use such	Merchant Participant's Transaction Data as contemplated and as actually used	in the Customer Program; and
*               	(3) Each Merchant Participant shall authorize Customer to use such	Merchant Participant's Transaction Data and to license or permit CCI to use	such Merchant Participant's Transaction Data as contemplated in this	Agreement.
*        (c) Customershall have obtained each of the consents, authorization and instructions asprovided in Sections 7.1(a) and (b) above prior to causing such ParticipantTransaction Data to be provided to CCI, allowing Qualified Record or otherreports to be made by CCI to Customer concerning such Transaction Data, orotherwise used as contemplated in this Agreement. Customer further covenantsthat during the term of this Agreement:
*               	(1) it will have all legal right to use the Transaction Data that is to	be contained in the Transaction Database, including without limitation all	Initial Records and Qualified Records, and to authorize CCI to use all such	Transaction Data as provided in this Agreement; and
*               	(2) such use will not violate, conflict with or result in a material	breach of any agreement, order or consent by which Customer may be bound.
*7.2 Further Authorization. Customer shall use itsreasonable best efforts to secure from each Merchant Participant itsauthorization, consent and proxy substantially in the form attached hereto in Schedule D, to authorize and direct CCI to act for and on such MerchantParticipant's

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behalf to cause the Participant Transaction Data to beprovided to CCI through telecommunications links as contemplated herein.
*7.3 Transaction Data Transmission; Data Integrity.

        (a) TransactionData Transmission. Customer shall use its reasonable best efforts toauthorize the Transaction Data to be sent to CCI as contemplated hereunder byCustomer, its agents and/or processors in such format as they may reasonablyrequest and/or as may be agreed by CCI and Customer. CCI shall use itsreasonable best efforts to coordinate and cooperate with Customer, Customer'sagents and Customer's processor(s) to enable CCI to acquire, map and normalizethe Transaction Data in the format required by CCI for use as contemplated herein.
*        (b) DataIntegrity. Other than as provided in Schedule B hereto, CCI assumesno liability for the content and integrity of Transaction Data provided to CCIhereunder. Other than as set forth on Schedule B hereto, and subject tothe provisions of Section 5 above, CCI assumes no responsibility for defects orerrors in Report Generation caused by materially inaccurate, garbled, defectiveor unusable Transaction Data received by CCI from Customer or third parties,including defects resulting from transmission or other failures not within CCI'scontrol, excluding defects resulting from data format irregularities or otherfailures of the Designated Applications.
*7.4 Telecommunications Links and Transaction Data Use. CCI shall use its reasonable best efforts to keep and maintain its existing andfuture telecommunications links to clearing and settlement agents within theVISA/MasterCard bank card and/or commercial issuer interchange networks), asapplicable, to permit the reporting of Participant Transaction Data to CCI ascontemplated under this Agreement. Subject to the provisions of Section 7.1above, such use will not violate, conflict with or result in a material breachof any agreement, order or consent by which CCI may be bound.
*7.5 increases in Telecommunications and Transactional Costs.Customer and CCI agree to share the following increases in CCI's costs, onsome equitable basis to be determined by the parties in good faith:
*        (a) Increasesin CCl's costs of telecommunications links or transmissions resulting from theimposition of taxes, tariffs or other increases by the action of regulatoryagencies, legislative acts or other governmental bodies which are not directedspecifically to CCI, including price increases resulting from the pass throughof such cost increases to CCI, but excluding other price increases to CCI by itstelecommunications vendors;
*        (b) Transactional, processing or other industry-wide fees or costs imposed ontransactions within the VISA/MasterCard bank card and/or commercial issuerinterchange network(s) which are not directed specifically to CCI, includingfees imposed by Acquirers, their independent sales agents or clearing andsettlement agents within the network(s); and
*        (c) The costsof establishing and maintaining an interface or telecommunications link to majorpotential Merchant Participants that do not have existing links or interfaces toCCI either directly or from the VlSA/MasterCard bank card and/or commercialissuer interchange network(s).

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*7.6 Indemnification.

        (a)*Indemnification**by Customer*. Customer shall indemnify, defend andhold harmless CCI, its officers, directors, agents and employees from andagainst any and all claims, losses, damages, liabilities and expenses (includingpenalties and attorneys' fees) which are incurred or suffered by or imposed uponCCI arising out of or relating to (i) any failure or breach by Customer toperform its covenants, agreements or obligations under Sections 6.2, 7.1 and 7.2of this Agreement or (ii) any material inaccuracy or incompleteness of any ofthe representations and warranties of Customer contained in this Agreement or inany Schedule, certificate or document delivered in connection with thisAgreement.
*        (b)Indemnification *by CCI.*CCI shall indemnify, defend and hold harmlessCustomer, its officers, directors, agents and employees from and against any andall claims, losses, damages, liabilities and expenses (including penalties andattorneys' fees) which are incurred or suffered by or imposed upon Customerarising out of or relating to (i) any failure or breach by CCI to perform any ofits covenants, agreements or obligations under Section 6.1 of this Agreement or(ii) any material inaccuracy or incompleteness of any of the representations andwarranties of CCI contained in this Agreement or in any Schedule, certificate ordocument delivered in connection with this Agreement.
*7.7 Exclusivity.

        (a) CCI wouldnot contract with any Mall Developer, any gift certificate distribution companyor any gift card company promoting its products or services to a Mall Developer,National Scrip Center, Great Lakes Scrip, Scrip Advantage, Catalina Marketing,ClipACoupon, or Schoolpop during the first eighteen (18) months of thisAgreement.
*        (b) If CCIbillings to Customer are at a minimum of $25,000.00 per month at the end oftwelve (12) months or at a minimum of $50,000.00 per month by the end ofeighteen (18) months, the non-compete would extend for a year and continue forone year for every $25,000.00 additional in monthly billings from CCI toCustomer. Time in this section is measured from the completion of the SetupPhase and signatures on the Requirements Document.
*        (c) CCI wouldprovide Customer with first right of notice for any other competitor that mightpotentially compete with NBO and give NBO an opportunity to negotiate anon-compete incentive to prevent the competition.
**8. MISCELLANEOUS***8.1 Injunctive Relief. The parties hereto acknowledgethat it will be impossible to measure in money the damages that would besuffered if either party fails to comply with the obligations imposed on themhereunder, including without limitation their respective obligations underSections 6 and 7 above, that such failure will cause irreparable harm and thatmonetary damages and other remedies at law will be insufficient to compensatethe other party for such harm. The aggrieved party shall be entitled toinjunctive relief, including specific performance, to enforce such obligations,and if any action shall be brought in equity to enforce any of the provisions ofthis Agreement, none of the parties hereto shall raise the defense that there isan adequate remedy at law.

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*8.2 Force Majeure. CCI reserves the right, at itselection, to suspend the operation of this Agreement and its obligationshereunder in the event of, and if CCI elects to suspend for the duration of, anyof the following contingencies, if by reason of any such contingency, it ishampered in the performances of its rights or obligations under this Agreementor its normal business operations are delayed or become impossible orcommercially impracticable: Act of God, fire, flood, catastrophe, earthquake,epidemic, accident, explosion, casualty, labor controversy, civil disturbance,act of a public enemy, terrorist act, embargo, war, acts of government, itsagencies or officers, any order, regulation, ruling or action of any labor unionor association of employees affecting CCI or the industry in which it isengaged, delays in the delivery of telecommunications services, or any reason ofa similar or dissimilar nature beyond CCI's control. In the event that anysuspension under this subsection 8.2 exists longer than six (6) consecutivemonths, then in addition to any other rights Customer may have hereunderCustomer shall be entitled to terminate this Agreement upon notice to CCIeffective upon CCI's receipt of such notice, provided that Customer shall havemade payment to CCI of all compensation due and payable to CCI hereunder, up tothe time that CCI failed to perform.
*        (b) Limitation ofLiability. EXCEPT WITH RESPECT TO SECTION 6.1 (CONFIDENTIALITY) OR SECTION7.6(b) (INDEMNIFICATION) HEREOF, THE LIABILITY, IF ANY, OF CCI FOR DIRECTDAMAGES, WHETHER ARISING FROM CCI'S BREACH OF THIS AGREEMENT, BREACH OFWARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE WITH RESPECT TO ANY GOODS ORSERVICES TO BE PROVIDED HEREUNDER, INCLUDING MAINTAINING DATA INTEGRITY, ISLIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE PAID OR PAYABLE FOR THE PARTICULARGOODS OR SERVICES GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL CCI BE LIABLETO CUSTOMER FOR ANY INCIDENTIAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES,INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, EVEN IF IT IS ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES.
*8.3 No Third Party Beneficiaries. No third party may relyupon this Agreement for any purpose and no such party shall be a beneficiary of,or by or through the terms hereof develop rights or entitlements on account of,this Agreement or any of the terms set forth herein.
*8.4 Assignability. Both parties acknowledge the value ofthis agreement. In the event of a change of majority ownership in either party,this agreement shall continue in full force in favor of the new owners.
*8.5 Severability. If any covenant or provision of thisAgreement or the application thereof to any person or circumstance shall be heldto be invalid or unenforceable, then, in each such event, the remainder of thisAgreement or the application of such covenant or agreement to any other personor any other circumstance shall not be thereby affected. In such event, theparties shall negotiate in good faith to replace the invalid or unenforceableprovision with another reflecting the same relative distribution of economicbenefits and burdens.
*8.6 Governing Law. This Agreement shall be interpreted inaccordance with California law in all respects.
*8.7 Attorneys' Fees. In the event of any dispute amongthe parties concerning this Agreement, the prevailing party shall be entitled toreasonable attorneys' fees and the costs of collection, in addition to any otherrelief available at law or in equity.
*8.8 Notices. All notices which may or are required to begiven or made by either party hereto to the other party shall be in writing. Anynotices sent by facsimile shall be deemed

12

given when sent to the other party in accordance with thisSection 8.8, provided that the sender receives confirmation of successfultransmission from the remote facsimile machine. All such notices by either partyto the other party under this Agreement shall be sent by facsimile transmissionand confirmed by letter, addressed as follows:

If to CCI:  		
 Card		Commerce International, Inc. 
  		
11500 W.		Olympic Boulevard
  		
Suite 627
  		
Los Angeles,		CA 90064
  		
Attention:		Todd Linden, President & COO 
  		
Fax No. (310)		235-2507
 
If to		Customer:   
 At the		address and/or fax number set forth on the signature page to this		Agreement, to the attention of the person, if any, identified there
or to such other address as either party may from time totime designate by written notice to the other party.
*8.9 Survival. The rights and obligations providedpursuant to Sections 5, 6, 7.6 above and this Article 8 shall survivetermination of this Agreement.
*8.10 Complete Agreement. This Agreement contains the**complete and total agreement of**the Parties with respect to thematters set forth herein. This Agreement supersedes any and all prior andcontemporaneous contracts, agreements, correspondence, letters of intent,understandings, and/or negotiations, whether oral or written with respect to thematters set forth herein. This Agreement may not be modified except in writingexecuted by the parties hereto.
*8.11 Relationship of Parties. In no event shall thisAgreement be construed as creating a partner, joint venturer oremployer/employee relationship between Customer and CCI or any other person andentity.

8.12 Publicity. Neither CCI nor Customer shall use theother's name, logo, trademarks or service marks in any advertising, pressreleases, press kits, client listing or any other materials without the otherparty's prior written approval.

13
**IN WITNESS WHEREOF, this Agreement has been executed bythe parties as of the date first written above.

**CARD COMMERCE INTERNATIONAL, INC.**
By: /s/ Todd Linden

Name: Todd Linden

Title: President

 

 

 

**CUSTOMER**
/s/ NBO Systems, Inc.

*Name of Customer*
 

 

By: /s/ Keith A.Guevara

Name: Keith A.Guevara

Title: President -CEO

 

Address: 3676 W.California Ave.

Bldg. D.

SLC Utah 84104

Attention: K. Guevara

Fax No. (801)887-5040

A *(check one)*:

 

o Partnership xcorporation

o limited liability companyo other

State ofincorporation/formation: _______________

14
**SCHEDULE A

DESIGNATED	APPLICATIONS**Designated Applications**
Loyalty/Benefits Application, to include all services included in the"Services to be performed (Full Service)" section of Schedule E.
**Applications Specifications and Functionality Standards****1.*Build and maintain Transaction Database:*
        (a)Review and analyze Initial Record data in accordance with the DesignatedApplications' standard features and functionality and the Requirements Document,to (i) eliminate Initial Records from merchants that do not contain TransactionData for a Consumer Participant and (ii) determine whether an Initial Recordqualifies as a Qualified Record;

        (b)Capture and storage of Transaction Data for Qualified Records for not less thanone (1) year onsite and five (5) years offsite and maintenance of accountrecords for each Consumer Participant in accordance with the DesignatedApplications' standard features and functionality and/or the RequirementsDocument, if any;

        (c) Reporting of Qualified Records to Customer in accordance with the DesignatedApplications' "Full Service" features and functionality and/or the RequirementsDocument, if any, including end-of-business-day reports of aggregate spendingdata matched to Consumer Participants' credit and loyalty cards; and

Other specific features and functions as providedin the Requirements Document to be completed and approved by both parties duringthe Setup Phase .
**2. *Maintain customer support interface:*
        (a)Standard Transaction Database queries and/or as specified in DesignatedApplications' standard features and functionality and/or the RequirementsDocument, if any, including queries by Consumer Participant or MerchantParticipant during specified time intervals.

        (b)Lists or summaries by Consumer Participant, Merchant Participant or ConsumerParticipants matched to specific Merchant Participants.

        (c)Maintain Virtual Private Network (VPN) telecommunications link from Customer forcustomer support.
**Additional Features and Functionality Standards for Front-endApplication

1. *Build and maintain administrative tools for set-up and maintenanceof consumers, merchants and benefit organizations/providers :*
(a) Allow the NBO designated Loyalty Program administrator to generate avariety of reports from the Transaction Database.

Schedule A

Page 1

(b) Allow the NBO designated Loyalty Program administrator to enter ConsumerParticipant contact information and register at least three cards to theConsumer Participant. Card types that may be registered should include Visa,MasterCard, Discover, American Express, Private Label Credit Cards and LoyaltyCards.

(c) Allow the NBO designated Loyalty Program administrator to change ordelete records in the registered cardholder table.

(d) Allow the NBO designated Loyalty Program administrator to add, change ordelete records in the participating merchant table and the benefitorganization/provider table.
**2. *Other:*
(e) The front-end will exchange data with the data warehouse through anonline database gateway or through import/export capability.

(f) The front end Interface will allow for additional information (such assalesperson or sales team that signed the merchant) for internal sales andmarketing analysis.
**Front-end Interface Architecture Summary**-  Front-end administration softwareFront-end enrollment and reportingFront-end reporting tool used for customer support and	internal reporting Internet-based reporting tool to allow participants to	pull summary-level activity reports.
Schedule A

Page 2
**SCHEDULE B

SERVICES**1. *Systems Support:*The systems support *("Systems Support")*includes technical support and maintenance of the Designated Applicationsreasonably necessary or appropriate to meet the *Applications Specificationsand Functionality Standards*set forth in Schedule A, the DesignatedApplications' standard features and functionality and/or the RequirementsDocument, if any.
**2. *Consumer Participant and Program Support*Consumer participantand program support *("Consumer Participant Support"*and *"ProgramSupport"*respectively) include routine queries and questions regardingParticipant data reporting and feeds concerning Qualified Records, includingqueries regarding data integrity, Applications functionality, and other customersupport issues.
**3. *New Merchant Support:*New merchant support *("New*Merchant Support") includes research and Applications support pertaining to NewMerchant Participants that Customer desires to have, or has, enrolled and/orregistered in the Customer Program.
**4. *Enhancements Support: "Enhancements Support"*includes technicaland other information requested by Customer regarding actual or potentialEnhancements, including new releases to the Designated Applications, expansionof the features and functionality of the Designated Applications or theRequirements Document, if any, pursuant to this Agreement.
**5. *Dedicated Software Engineering:*If and as requested byCustomer, software engineering dedicated to this project during the Setup Phase.
**6. *Account Executive.*A senior level account support personassigned to oversee the day-to-day issues arising in Systems Support, ConsumerParticipant Support, Program Support, New Merchant Support and EnhancementsSupport, who will be the principal liaison with Customer, and who will beexpected to visit personally Customer's facilities on a regular basis andconfirm that CCI is meeting service level commitments.
**7. I*nterface to outside merchants: CCI's*reasonable best effortsto establish an interface or link to major Merchant Participants, Acquirers orAgents that do not have existing links or interfaces to the CCI network. As longas CCI utilizes such interface or link only for Merchant Participants pursuantto this Agreement, the parties will share and allocate the telecommunicationscosts and responsibilities associated with such interface on such reasonablebasis as may be then acceptable to both parties.
**8. *Merchant Participant Setup*:
*        (a) Direct Transaction Dataacquisition telecommunications connection
*        (b) Transaction Dataacquisition and/or mapping for Merchant Participant from processors or dataproviders to which CCI has existing telecommunications links and data.

Schedule B

Page 1
*(c) Transaction Data acquisition and/or mapping for Merchant Participantfrom processors or data providers to which CCI has or may have existingtelecommunications links but which are not currently recognized within existingCCI databases.

 

Schedule B

Page 2
**SCHEDULE C

FEES AND	COMPENSATION**1. Setup fees:**
        (a) See Schedule E

        (b) *Setup Phase Allowance*.Programming and customization hours expended by CCI technical personnel duringthe Setup Phase to adapt, modify and/or configure the Designated Applications inexcess of an aggregate of 1,000 hours, with prior notification to Customer,shall be invoiced to and paid by Customer to CCI as Custom Support Services inaccordance with paragraph 6 below; notwithstanding the provisions of paragraph 5below, CCI shall not invoice Customer for programming and customization hours ofless than 1,000 hours in the aggregate during the Setup Phase to adapt, modifyand/or configure the Designated Applications to meet the DesignatedApplications' standard features and functionality, the ApplicationsSpecifications and Functionality Standards set forth on Schedule A hereto or theservice level standards set forth in Schedule B of this Agreement, includingwithout limitation any Custom Support Services or excess service fees.
**2. Monthly minimum fees:**
Commencing upon the execution of this Agreement, monthly minimum fees, asfollows: 

        (a) See Schedule E

Amounts paid by Customer to CCI for Initial Records and Qualified Recordsshall be offset against these monthly minimum fees. The monthly minimum fees donot include setup fees provided under this Agreement.

 

Schedule C

Page 1
**3. Initial Records:**
Fees for review of Initial Records, in addition to any other fees payableunder this Agreement, as follows:

*Number of Initial Records  *
* Fee ($) per Initial Record*
See Schedule E   
 See Schedule E**4. Qualified Records:**
Fees for each review of Qualified Records by CCI, in addition to any otherfees payable under this Agreement, as follows:

*Number of Qualified Records  *
* Fee ($) per Qualified Record*
See Schedule E   
 See Schedule E
If Customer requests that CCI review Initial Records or Qualified Records, asthe case may be, to sort or generate reports of PQRs and/or SQRs (each asdefined below), in addition to any other fees payable by Customer to CCIhereunder, Customer shall pay to CCI a fee for each such PQR and/or SQR at therates set forth in this paragraph 4 for review of a Qualified Record. Forpurposes of this Schedule C. *"PQR"* means a *Partially QualifiedRecord*(or "semi-match"). A PQR is an Initial Record that containsTransaction Data for a Consumer Participant from a transaction with a MerchantParticipant that does not meet all of the criteria specified by the BusinessRules for the Customer Program for a Qualified Record or that otherwise onlypartially qualifies as a Qualified Record under the Business Rules for theCustomer Program. "SQR" means a Specially Qualified Record. An SQR is aQualified Record that either meets multiple criteria specified by the CustomerProgram or otherwise qualifies for specialized Report Generation or treatmentunder the Business Rules.

CCI will provide a data file of the Qualified Records, in XML format, toCustomer at no cost. Customer will be responsible for retrieving that file froma CCI web or FTP site.
**5. Customer and Systems Support:**
Fees for Customer and Systems Support, in addition to any other fees payableunder this Agreement, as follows:
*        (a) Charges for the CustomerSupport, Program Support and Custom Support as described in paragraphs (i) and*(ii) below :

               (i) *Monthly Customer and Systems Support Allowance*. Up to three hundred(300) hours per month, recorded by CCI technical and other support personnel andexpended on Customer's behalf, for Application Support, Program Support,Enhancements Support and research or other services related to the foregoing,but excluding time for: (i) New Merchant Support and (ii) any ApplicationSupport and Program Support, Enhancements Support and research or other servicesthat are determined to arise from and be necessary to resolve, address, repairor fix an Applications defect or failure, but including any data integrity orreporting failure arising from a failure of the Designated Application to meetthe Applications Specifications and Functionality Standards set forth onSchedule A to this

 

Schedule C

Page 2

               Agreement, which items (i) and (ii) shall be provided by CCI without referenceto the foregoing hourly limitations and without cost to Customer, except asotherwise provided herein.

               (ii) Custom Support Services. All other support services in excess of thelimitations described in subparagraphs 5(a)(i) immediately preceding or thatrelate to discrete Applications Support, or Program Support, EnhancementsSupport, research or other service projects ("Custom Support Services") that aredone or performed at Customer's request and with Customer's prior approval shallbe billed and compensated in accordance with paragraph 6 immediately following.Without limiting the generality of the foregoing, Custom Support Servicesspecifically includes programming modifications, additions or Enhancements tothe Designated Applications, and discrete time and materials projects that arebeyond the scope of the Applications Specifications and Functionality Standardsset forth on Schedule A to this Agreement or the customer or technical supportservices described in subparagraph (i) immediately preceding. The partiesreserve the right to negotiate separate arrangements for discrete projects.
**6. Excess service fees:**
Excess service fees, in addition to any other fees payable under thisAgreement, as follows:

        (a) **[* * *]** forCustom Service Support, or custom queries requested by Customer involving CustomService Support other than Applications programming modifications, subject toannual adjustment to the rate customarily billed by CCI to its customers.

        (b) **[* * *]** foradministrative or research costs.
**7. Telecommunications connections:**
Fees for telecommunications connections, in addition to any other feespayable under this Agreement, as follows:

        (a) Customer shall provide and/orpay or reimburse CCI for the costs of installation and operation of anytelecommunications lines or links and associated hardware and software toconnect Customer and/or the end user to CCI.

        (b) CCI shall bear the costs ofits existing telecommunications links to clearing and settlement agents withinthe VISA/MasterCard bank card and/or commercial issuer interchange networks), asapplicable, to permit the transmission of Transaction Data to CCI.

8. Credits processing pricing:

Fees for credits processing, if and as elected by Customer, in addition toany other fees payable under this Agreement, as follows

        (a) *Credit through gateway*:As quoted from time to time, currently estimated to **[* * *]**.

9. Software Escrow:

 

Schedule C

Page 3

Once per year, or upon completion of mission critical or otherwisesignificant enhancements as mutually agreed upon by CCI and Customer, CCI shalldeposit a functional copy of the Designated Application Software with an escrowagent. If CCI ceases to conduct business or as a result of CCI's insolvency,dissolution or appointment of a receiver or trustee CCI is no longer able toperform its obligations hereunder, and the obligations of CCI hereunder have notbeen assumed by a successor or assignor in accordance with the provisionshereof, CCI shall cause such escrow agent to deliver to Customer such functionalcopy of the Designated Application Software and Customer shall have the right touse and operate the Designated Application to the extent reasonably necessary tofulfill the intent and purposes of Paragraph 2.1 of this Agreement, in all otherrespects subject to the rights of CCI as provided in this Agreement. Customershall bear the cost of all related fees imposed by the escrow agent.

 

Schedule C

Page 4
** 

 

 

 

 

 

 

 

 

 

 

SCHEDULE D

AUTHORIZATION RE	ELECTRONIC TRANSACTIONS**AUTHORIZATION RE ELECTRONIC TRANSACTIONS**
 

The undersigned makes this authorization in connection with the undersigned'senrollment and registration as a participating merchant partner in the _____________________ loyalty program (referred to below as the"Program").______________ (referred to below as "[Customer Name] has engagedCard Commerce International to perform certain services for [Customer Name] inconnection with the Program, including the initial processing of any datareceived from [Customer Name]'s participating merchant partners through theVISA/MasterCard bank card and/or commercial issuer interchange network(s). Tofacilitate the establishment of these data and/or telecommunications links, theundersigned, by its signature below, authorizes Card Commerce international,Inc., its employees and agents (referred to below collectively as "Agent")and/or [Customer Name] as follows:

1. The undersigned authorizes and directs Agent to represent and act for theundersigned before its settlement bank, settlement processor, authorizationnetwork processor, information technology department and others within theVISA/MasterCard bank card and/or commercial issuer interchange network(s) forthe limited purpose of obtaining electronic authorization and capture/settlementcredit and debit card transaction data of [Customer Name] as contemplated underthe Program, subject to the limitations of the Program and as set forth below.

2. The undersigned authorizes and directs the acquirer of its credit, chargeand/or debit card transactions to report and deliver its transaction data to theAgent and to cause and/or direct the clearing and settlement agents within theVISA/MasterCard bank card and/or commercial issuer interchange network(s), asapplicable, to report transaction data to the Agent, through atelecommunications link with or to the Agent; provided that Agent shall discardand make no use of the undersigned's transaction data for consumer transactiondata for consumers who are not consumers enrolled or participating in theProgram except at the undersigned's separate, specific and written authorizationor request to Agent.

3. The undersigned authorizes [Customer Name] to use the undersigned'stransaction data as contemplated by and in furtherance of the objectives of theProgram, subject to any limitations contained in Program and [Customer Name]'sprivacy policy, as the same may be amended from time to time at [CustomerName]'s discretion and in accordance with applicable law. The undersignedfurther authorizes Agent to process and use the data in accordance with theforegoing purposes and subject to the foregoing limitations, includingqualification of transactions for consumer participants and participatingmerchant members in the Program.

4. The undersigned acknowledges that it will remain responsible for any feesimposed by its settlement bank, settlement processor, authorization networkprocessor, or information technology department in connection with thetransmission of data to Agent.

5. Agent confirms and agrees that it will only use transaction data providedto it in connection with the Program for purposes of fulfilling its obligationsto [Customer Name] in connection with the Program and shall be consistent with[Customer Name]'s privacy policy.

6. This authorization may be executed in two or more counterparts, each ofwhich shall be deemed to be an original and all of which together shallconstitute one and the same instrument.

ACKNOWLEDGED AND AGREED TO 

as of ______________, 2001

 

                                                                                       

(Corporate name of participatingmerchant partner)

 
*By:                                                                                    
Name:                                                                               
Title:                                                                                    
 

CARD COMMERCE INTERNATIONAL, INC. 

*(Corporate name of Agent)
 

 

By:                                                                                    
Name:                                                                               
Title:                                                                                    **SCHEDULE E

FULL PRICING	SCHEDULE***Full Pricing Schedule***
 
**Enrollment System Set-Up:

[* * *]The system will be built as a web accessible system and willbe available on the NBO Systems, Inc. Website. The enrollment system may also beused on other "open systems" as well (i.e. ATM, POS terminals, kiosks).
**Merchant Set-up: 

Included**
Merchants will be placed in one ofthree categories:

o Merchant requiring direct connection

oMerchant existing on platform

oMerchant with connectivity but not recognized on platform
**Minimum Monthly fee:

[* * *]

The monthly service includes:

       - Storage of data includes **[* * *]**.

       - Program Support **[* * *]**.

                   - Additional programming hours will be billed at**[* * *]**.

*** *Full list of services isincluded below (No rebates/credits will be given for services not used.)
Revenue Share And Conversion to New Minimum Monthly Fee***[* * *].

The **[* * *]**in month four. **[* * *]**continues eachmonth until buy down occurs, and **[* * *]**after buy down. As usedherein, "**[* * *]**. **[* * *]**occurs, and terminates upon**[* * *]**payments to CCI **[* * *]**. Once the **[* **]**occurs, NBO continues **[* * *]**payments **[* * *]**.The **[* * *]**schedule is as follows:
**[* * *].*
**[* * *].*
**[* * *].
**[* * *]**
**Schedule E**
Page 1
**Initial Record:

An initial record may also be referred to as a reviewed transaction.

Transaction Volume/monthPricing
**[* * *]****[* * *]
Qualifying Records:

Tiered pricing for qualifying a transaction for match and semi-match

- Each time a record is processed for a program, it is considered a	transaction.

Transaction Volume/monthPricing
**[* * *]**
**[* * *]*******Services to be performed (Full Service):

The following proposal includes theestablishment and ongoing support of services for NBO Systems, Inc.

 
**Upfront Costs**
Configuration & Setup 

Software

Hardware

IVR Platform

Misc. Fees

 
**Website Development & Support**
Web hosting

Registration/enrollment 

Card number allocation 

Reporting

Account Management/Adminfunctionality

Website utilization management

 
**Data Management**
Data warehousing

Transaction acquisition 

Data storage

Business rules & logic 

Data transfer

Database administration 

SKU data processing

 
**Reporting**
Transaction activity & history 

Statements/invoices

Program management

Merchant level data & access 

Consumer level data & access

 

**Schedule E**
Page 2

Affiliate level data& access 

Trend analysis (lift,frequency)
**Financial**
Billing

ACH (debit & credits)

Credits processingvia gateway 

Statements/invoices(web-based)
**Ongoing ProductDevelopment & Support**
Marketing Programs

Promotional Programs

Loyalty programeffectiveness (trend analysis, consumer, merchant, industry) 

New Products andservices

Other

Build SchoolEnrollment engine

Same exactfunctionality of existing school program with different look 

**Schedule E**
Page 3

 
**ADDENDUM TO LICENSE & SERVICES AGREEMENT
THIS ADDENDUM ("Addendum") to the LICENSE & SERVICES AGREEMENT dated July 31,2002, is entered into and is effective as of September 24, 2004 (the "EffectiveDate") by and between Card Commerce International, Inc., a Delaware Corporation("CCI"), with offices located at 11500 W. Olympic Blvd., Ste. 627, Los Angeles,California, 90064, and NBO Systems, Inc., a Maryland Corporation ("NBO"), withits principal place of business at 3676 W. California Avenue, Building D, SaltLake City, Utah 84104. CCl and NBO are sometimes each referred to herein as a"Party" and collectively the "Parties."

WHEREAS, the Parties have previously entered into the License & ServicesAgreement dated July 31, 2002, for the operation of a Loyalty/BenefitsApplication for NBO ("Agreement'); and

WHERAS, the Parties agree to amend said Agreement as specified herein;

NOW THEREFORE, In consideration of the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the Parties hereby agree as follows:

1. The roles and responsibilities of CCI and NBO as outlined in the Agreementand original requirements documents ("BRD's") are hereby changed, in particularwith regards to responsibilities for rebate calculation, reporting, and rebatepayments. The new BRD, version 2.2a, is attached as Exhibit A to this Addendum,and lists the new roles and responsibilities of each Party.

2. Except as otherwise expressly modified herein, the Addendum shall bepursuant to the same terms and conditions of the Agreement as signed by bothparities on July 31, 2002.

3. This Agreement shall not be made effective until and authorized officer ofeach party signs such Agreement.

4. Except as expressly modified herein and in Exhibit A, all other terms ofthe Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, CCI and NBO have executed this Addendum effective as ofthe date listed above.

Card Commerce		International, Inc.

 

By: /s/ Todd		E. Linden

Signature

 

Todd E.		Linden, President

Chief		Operating Officer

Sept. 29,		2004

Date**NBO SYSTEMS,		INC.

 **
By: /s/		Christopher Foley

Signature

 

Christopher		Foley

Chief		Financial Officer

9/30/04

Date
Page 1 of 1        CCI, Inc. Addendum
**Exhibit A

CCI

Business RequirementsDocument**
Version 2.2a
**General**
1.0 Credit card holders of all 4 major credit cards will be able to registertheir credit cards with CCI (see "Registration" below). If transactions atcertain merchants will be unavailable due to the merchant connecting directly tothe network, CCI will give NBO the name of the merchant and the applicablecredit card types.

2.0 Per agreements CCI makes with merchants' acquirers, CCI will receive andscan all transactions specific to participating merchants and match transactionsfrom registered cards.

2.1 NBO's Sales department will be responsible for having each	participating merchant sign CCI's Merchant Authorization Letter which	authorizes CCI to receive the necessary transaction data from the acquirer.

2.2 After a merchant signs the Merchant Authorization Letter, NBO's Sales	department will fax the signed letter to a CCI program manager.

2.3 CCI will perform maintenance functions including, but not limited to,	adding and deleting Merchant ID #'s for merchants.

2.4 CCI will communicate changes to merchants, including Merchant ID	additions and modifications as currently done.

3.0 Merchants will be required to come through NBO to participate in theCCI-NBO program. A signed agreement will be reached between NBO and themerchant. The agreement will specify the discount rate the merchant gives to theprogram. NBO will give CCI a signed copy of this agreement and FTP a file with aparticipating merchant list.

4.0 Non-profit groups will sign up for the program through NBO's Salesdepartment. An agreement will be made in which the non-profit group gets adefined share of the revenue generated from cardholders that register theircredit cards under that non-profit group's program name.

5.0 After a written agreement between NBO and the non-profit group has beenreached, NBO's Sales department will set up the merchant on NBO's system. Adaily FTP will occur with CCI uploading that non-profit group's information toCCI to be set up on their system. CCI will need to define exactly whatinformation they need, and how they want the file formatted.

 

6.0 NBO will transfer a file to CCI via FTP on a daily basis including allnecessary information for CCI to set up the merchant on their system. CCI willdefine in writing the information they require and the file format.

6.1 The file will only be transferred if a merchant has been added, or a	setting changed.

7.0 CCI will provide file formats for the following information.

7.1 NPO registrations for use with the IVR. These are sent from NBO to	CCI.

7.2 Consumer registrations from CCI's IVR. These are sent from CCI to NBO.

7.3 Card Registrations from NBO's site. These are sent from NBO to CCI.	This item is not applicable in the event CCI maintains card registration.

7.4 Daily transactions reflecting activity from registered cards with	participating merchants. These are sent from CCI to NBO.

7.5 Merchant registrations from NBO's database. These are sent from NBO	to CCI.

8.0 NBO will host the following information:

8.1 Merchant Lists

8.2 Reports

9.0 CCI will provide daily transaction files to NBO to include pertinentsettled transaction activity including sales and refunds. Refunds will bedifferentiated from sales by using a negative amount. CCI will make availablevia on-line reporting monthly reports for participating merchants until suchtime as NBO requests discontinuation of this service.

9.1 The transaction file will contain Supporter ID, Brand ID, Merchant	ID, Store ID, MID, Transaction ID, Card Type, Last Four Digits of the Card	Number, Transaction Amount, Auth Date, Auth Time, Auth Code, Settle Date,	Process Date

9.2 Transaction files will be FTP'ed to NBO.

9.3 Transaction files will contain all qualified transactions available	to CCI. A qualified transaction is a transaction made at a participating	merchant with a registered card.

9.4 CCI will send matched transactions within 24 hours of receiving the	"raw" settlement transaction from the merchant, merchant processor or other	agent or entity used to obtain transaction information for the program.

9.4.1 CCI will notify NBO by email in the event transactions are			unavailable from the merchant, merchant processor or other agent or			entity on the prescribed delivery schedule.

9.4.2 NBO will be able to issue transaction problem inquiries to			CCI via email. CCI will provide NBO a contact list for transaction			problem resolution. CCI will respond to a transaction inquiry within			one business day of an inquiry.

10.0 NBO will be responsible for all reporting to Consumers, Merchants andGroups.

11.0 NBO will be responsible for all ACH functions except in the case of PHHmerchants and any other specialty relationship that may be entered into fromtime to time. See the **Other Considerations** section below.

12.0 CCI will host an IVR. See **Registration** Below.

13.0 When a new merchant or non-profit signs up on the program, they will begiven a user name and password. NBO will assign this user name and passwordduring the setup process and the Sales department will communicate it to theentity. Upon logging in for the first time to NBO's system, the merchant ornon-profit will be prompted to change their user name and/or password.

13.1 NBO will provide a secure method of password recovery for merchants	and non-profit organizations.
**Registration**
14.0 CCI will maintain card registration via the web site.

14.1 A supporter will log into NBO's site. NBO's system will send the	user ID to CCI.

14.2 CCI will return a web page in a frameset containing current	registered card information if the supporter is already registered.	Otherwise CCI will return a registration web page in the frame.

14.3 The supporter can add and remove cards from within CCI's frame.

14.4 The supporter can access reports and create or modify NPO splits	from HBO's site.

14.5 CCI will provide registration information to NBO in a file posted	daily to an FTP site. This file will exclude full credit card numbers.

14.6 When a credit card holder registers their card, a CCI URL will be	loaded in a frame. CCI will provide to NBO the URL NBO is to utilize.

14.6.1 NBO will define all frame parameters, such that the CCI frame		keeps the look and feel of NBO.

14.6.2 CCI shall support Cascading Style Sheets CCS.

14.7 Only the last four digits of card numbers and type of card will be	displayed to users who log in to CCI's site.

14.8 Registered cardholders will be able to add and remove credit cards.	CCI will notify NBO with accurate enrollment and termination dates for added	and removed cards.

14.9 NBO will connect to CCI via the Internet. 

14.9.1 A SSL will be used for security.

14.9.2 CCI will maintain a 96% uptime on their web site and network.		CCI will maintain 24-7 operation of their network.

14.9.3 CCI will respond to network problem requests within 10 minutes		of requests from NBO.

14.9.4 CCI will, at NBO's request, supply accurate statistical		information regarding network uptime and outages.

14.9.5 CCI will ensure a daily backup of data.

14.9.5.1 CCI will maintain an off-site backup

14.9.5.2 CCI will verify backup functionality on a semi-annual			basis.

14.9.6 CCI will provide NBO with a plan defining comprehensive			website testing, including a schedule. Website analysis will be			performed in intervals no greater than semi-annually.

14.9.7 CCI will hold records of transactions for no less than 7			years, regardless of the length or term of its relationship with NBO.

14.9.8 CCI will maintain an audit record of changes to			application programs including the login used to make the changes.

14.10 CCI's registration site will conform to basic industry standards	for ease of use, navigation, reliability, and security.

14.11 CCI will provide a mechanism for recovering passwords that also	conforms to basic industry standards for ease of use, navigation,	reliability, and security.

15.0 Registered cardholders will be able to see how much they've contributedto their organization at www.childrens-heroes.com by using a reportprovided by NBO.

16.0 Credit card holders will be able to register their cards by completing aform and giving it to a non-profit group leader. The non-profit group leaderwill come to www.childrens-heroes.com to register the credit cards onbehalf of the cardholders.

16.1 It will be the responsibility of the non-profit group leader to give	the credit card holder the necessary information, including password, for	the holder to log in. The credit card holder will then be able to change	their password.

17.0 Credit card holders will also be able to register via a VRU. The VRUwill be hosted by CCI. NBO will issue a code that credit card holders will useto identify themselves as participating in an NBO program during theregistration process. Credit card holders will be able to contribute to multiplenon-profit organizations through the VRU (enter multiple codes), and define thesplits between the non-profit organizations.

17.1 CCI will maintain a 96% uptime on their VRU. CCI will maintain a	24-7 operation of their VRU and card registration services through the VRU.

17.2 CCI will provide VRU registrations to NBO within 24 hours of said	registration.

17.3 CCI will host a toll-free number provided by NBO for this program.

17.4 CCI will provide a mechanism for registrants to login and identify	themselves as the owner of a VRU registered card using the card number and a	supported group. The card will then be associated the cardholders login. The	cardholder can then update groups, view reports or remove the card from	participating in the program in the same manner as any other registered	card.
**Other Considerations**
18.0 The program shall evolve over time. A mechanism for change requests willbe defined by CCI and mutually agreed upon.

18.1 CCI shall provide NBO with time and costs associated for program	changes.

18.2 CCI shall inform NBO of enhancements made to their system for which	NBO may utilize in its program at agreed upon terms

18.3 CCI will not restrict cards registered under Childrens-Heroes.

19.0 In the event the program ends as a result of CCI becoming unable to meetits obligations, CCI will make all transaction histories available to NBO, CCIwill escrow all software and documentation used in this program, and allmaterials will be made available to NBO with 30 business days.

20.0 NBO and CCI may from time to time enter into special relationships. PHHis one example. Additional considerations, responsibilities and roles forsplits, money transfer, reporting and other items must be defined at theappropriate time for such special arrangements.****************************************************************************************************************************************************************