Exhibit 10.15



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.

ORIGINATING DEPOSITORY FINANCIAL INSTITUTION ("ODFI")
Originator Agreement

The ORIGINATING DEPOSITORY FINANCIAL INSTITUTION ("ODFI")
Originator Agreement (the "Agreement") dated as of September 13, 2004 and (the
"Effective Date") is between NBO Systems, Inc.whose address is 3676 W.
California Ave, Bldg. D, Salt Lake City, UT 84104 ("Client") and First
Federal Savings Bank of the Midwest, dba Meta Payment Systems,whose address
is 2500 S Minnesota Ave, Sioux Falls, South Dakota 57105 ("Bank"). Each may be
referred to here in as a "Party" or collectively as "Parties".

RECITALS

(a) Bank is a member bank of the Federal Reserve Bank of
Chicago. Bank is in the business of establishing Settlement Accounts for the
settlement of Automated Clearing House ("ACH") transactions.

(b) Client markets, sells, or distributes stored value or
prepaid cards ("Cards") and in conjunction with the purchase, loading and
transfer of funds onto or between such Cards, wishes to initiate Debit and
Credit Entries by means of the Automated Clearing House Network pursuant to the
terms of this Agreement and the rules of NACHA (the "Rules"), and the Bank is
willing to act as an Originating Depository Financial Institution ("ODFI") with
respect to such Entries.

NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties hereto, intending to be legally bound, agree
as follows:

ARTICLE I - DEFINITIONS

SECTION 1.1 Definitions

Except as otherwise specifically indicated, the following
terms shall have the following meanings in this Agreement (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

(a) "Cards" means prepaid cards produced, marketed or
distributed by Client, and as to which Bank is the issuer pursuant to a separate
agreement (the "Marketer Agreement") between Client and Bank.

(b) "Cardholder" means the person who is authorized to use the Card to make
purchasers or, if applicable, obtain cash at ATMs.

(c) "Entry" or "Entries" means the recording of a valid
Standard Entry Class debit and/or a credit of a Transaction using a valid
Standard Entry Class code as defined in the published operating rules of NACHA.

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(d) "Governmental Requirements" means collectively all
statutes, codes, ordinances, laws, regulations, orders and decrees of all
governmental authorities (including without limitation federal, state and local
governments, governmental agencies and quasi-governmental agencies).

(e) "Mark" means the service marks and trademarks of a System
and Bank, including but not limited to, the names and other distinctive marks or
logos, which identify a System and Bank.

(f) "Membership" means the membership in a System and licensing rights
thereto obtained by Bank.

(g) "Originator" means the party that creates an ACH Entry to be processed in
the ACH system.

(h) "Processing Services" means those services, provided by
Bank or by Bank's representative, agent, or subcontractor, which are necessary
to issue a Card and process a Transaction in accordance with the Rules of any
System and the requirements of any Regulatory Authority. Such services shall
include but not be limited to: set-up and maintenance of the Cardholder account,
Transaction authorization, processing, clearing and Settlement, System access,
Cardholder dispute resolution, System compliance, regulatory compliance,
security and fraud control, and activity reporting.

(i) "Regulation E" means (i) the regulations, all amendments
thereto and official interpretations thereof (12 C.F.R. Part 205) issued by the
Board of Governors of the Federal Reserve System implementing Title IX
(Electronic Funds Transfer Act) of the Consumer Credit Protection Act as amended
(15 U.S.C. 1693 et. seq.), and (ii) the Electronic Funds Transfer Act and any
amendments thereto.

(j) "Regulatory Authority" means, as the context requires,
the State of South Dakota; the Federal Deposit Insurance Corporation; the Office
of Thrift Supervision; and any Federal or state agency having jurisdiction over
Bank or Client.

(k) "Rules" means the by-laws and operating rules of any
System, the published regulations of NACHA, and the published policies and
procedures of Bank, as promulgated by Bank's Board of Directors in good faith to
ensure the continued safety and soundness of Bank.

(1) "Settlement" means the movement of funds between Bank and System members
in accordance with the Rules.

(m) "System" means Automated Clearing House (ACH), and/or any other card
network system of transmitting Items and Settlement thereof.

(n) "Transaction" means any Card load transaction made via ACH or any funds



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transfer transaction between Cards via ACH arising out of this Agreement.

ARTICLE II - GENERAL DESCRIPTION OF PROGRAMS

SECTION 2.1 Purpose

The purpose of this Agreement is to offer ACH processing
functionality, as an alternative to traditional transfer of funds by credit
cards, cash and paper checks. It is designed to offer consumers a convenient and
secure payment mechanism for reloading Cards or for transferring funds between
Cards.

ARTICLE III - DUTIES OF CLIENT

SECTION 3.1 Marketing

Client may, from time to time, promote and market ACH
functionality in conjunction with Client's Card programs to prospective
customers. Except as may be agreed by the parties from time to time during the
term of this Agreement, each party shall be responsible for its own costs and
expenses associated with marketing of any ACH functionality under this
Agreement. Client has no authority to use any Marks unless Bank is appropriately
identified. Bank shall have the right to approve or disapprove any marketing
materials bearing Bank's name or any of its Marks prior to distribution or
broadcast of such materials. Bank shall not delay or withhold its approval
unreasonably.

SECTION 3.2 ACH File Transmission

Bank reserves the right to refuse service to any consumer
and/or Cardholder and/or Transaction that, in its opinion, presents excessive
financial or reputation risk. Client shall transmit Entries to Bank or Bank
sender in a file (the "File") that complies with the formatting/security and
other requirements set forth in Schedule B. Bank shall in its sole discretion
assign to Client in writing the total dollar amount of Entries transmitted by
Client to Bank on any one day. Bank shall, based on Client's request during the
term of this Agreement review the maximum dollar limit for the File of Entries
and Bank shall, within two (2) business days of such determination adjust the
system to reflect the change.

SECTION 3.3 Accesses to Program Documents and Information

Bank shall have access to all information and documents it
reasonably requests concerning the Client's processing and reporting of ACH
Transactions in order to offer ACH connectivity.

SECTION 3.4 Audit

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Bank shall have the right, during the term of this Agreement,
upon reasonable notice and during normal business hours, to conduct a review of
the books and records of the Client to determine or to verify the compliance of
the Client with its obligations under this Agreement, including the payment of
fees.

SECTION 3.5 Reserve Account

(a) Client shall own and maintain a demand deposit account
("Reserve Account") at the Bank. Client shall at all times maintain sufficient
available funds in the Reserve Account to pay the amount of all Entries against
Client, returned or reversed Entries, adjustment Entries, fees, and other
amounts which Client is obligated to pay Bank under this Agreement. Bank in its
sole discretion may require Client to have sufficient available funds in the
Reserve Account to cover the amount of a credit Entry prior to Bank's
transmittal of such Entry to an ACH. In the absence of such a requirement,
Client shall be obligated to have such available funds in the Reserve Account on
the Settlement Date with respect to such Entry. Bank in its sole discretion may
defer any credit to the Reserve Account with respect to a debit Entry until it
has received final settlement for such Entry. Any credit provided prior to that
time shall be provisional and Bank shall have the right to immediate payment by
Client upon Bank's receipt of notice that final settlement has not occurred. In
addition, Bank shall have the right to payment by Client of the amount of any
returned or rejected Entry for which Client has previously received credit upon
its receipt by Bank. Bank may, without prior notice or demand, obtain payment of
any amount due and payable to it by Client by initiating an ACH debit Entry
against the Reserve Account, and may initiate an ACH credit Entry to the Reserve
Account for any amount to which Client is entitled. If there are insufficient
funds available in the Reserve Account to pay amounts Client owes Bank under the
Agreement, Client shall pay any amounts due immediately upon demand, and Client
agrees that Bank may debit any account maintained by Client with Bank or that
Bank may set off against any amount it owes to Client, in order to obtain
payment of Client's obligations. Upon proper notice and failure to cure per the
terms of this Agreement, Bank, in its sole discretion, has the right to suspend
or terminate this Agreement if there are insufficient funds to cover
Transactions and/or fees.

(b) Entries transmitted by Bank or credited to Client Reserve
Account maintained with Bank will be reflected on Client's periodic statement
issued by Bank with respect to the Reserve Account pursuant to this Agreement
between Bank and Client. Client agrees to notify Bank promptly of any
discrepancy between Client's records and the information shown on any periodic
statement. If Client fails to notify Bank of any discrepancy within two (2)
business banking days for a corporate or business Transaction, Client agrees
that Bank shall not be liable for any other losses resulting from Client's
failure to give such notice or any loss of interest or any interest equivalent
with respect to an Entry shown on such periodic statement. If Client fails to
notify Bank of any such discrepancy within ninety (90) days of receipt of such
periodic statement, Client shall be precluded from asserting such discrepancy
against Bank.

SECTION 3.6 Monitoring

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Client shall be responsible to monitor the ACH activity.
Monitoring of Transaction activity shall include, but not be limited to,
activity trends, large dollar activity, returns (number and percentage), and
multiple load Transactions on a daily basis.

SECTION 3.7 Reporting

When and as reasonably requested by Bank, Client shall
promptly provide to Bank all data and other information which may be in the
possession of or available to Client concerning the Transactions. Client shall
make such data and other information available to Bank at Client's sole cost and
expense.

SECTION 3.8 Warranty of Transactions

Client shall warrant the accuracy, legality, completeness, and authenticity
for all ACH Transactions that are originated by Client.

SECTION 3.9 Notice of Change (NOC) Processing

Client shall process all NOC files/Transactions within five (5) business days
of receipt.

SECTION 3.10 Compliance with Security Procedure

(a) Client shall comply with the security procedure
requirements described in Schedule B with respect to Entries transmitted by
Client to Bank or Bank sender. Client acknowledges that the purpose of such
security procedure is for verification of authenticity and not to detect an
error in the transmission or content of an Entry. No security procedure for the
detection of any such error has been agreed upon between the Bank and Client.

(b) Client is strictly responsible to establish and maintain
the procedures to safeguard against unauthorized transmissions. Client warrants
that no individual will be allowed to initiate transfers in the absence of
proper supervision and safeguards, and agrees to take reasonable steps to
maintain the confidentiality of the security procedures and any passwords,
codes, security devices and related instructions provided by Bank in connection
with the security procedures described in Schedule B. If Client believes or
suspects that any such information or instructions have been discovered or
accessed by unauthorized persons, Client agrees to notify Bank immediately
followed by written confirmation. The occurrence of unauthorized access will not
affect any transfers made in good faith by Bank prior to receipt of such
notification and within a reasonable time period to prevent unauthorized
transfers.

(c) If an Entry (or a request for cancellation or amendment
of an Entry) received by Bank purports to have been transmitted or authorized by
Client, it will be deemed effective as Client's Entry (or request) and Client
shall be obligated to pay Bank the amount of such Entry even though the Entry
(or request) was not authorized by Client,

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provided Bank accepted the Entry in good faith and acted in compliance with
the security procedures referred to in Schedule B with respect to such Entry.

(d) If an Entry (or request for cancellation or amendment of
an Entry) received by Bank was transmitted or authorized by Client, Client shall
pay Bank the amount of the Entry, provided that Bank complied with the security
procedures referred to in Schedule B with respect to that Entry.

SECTION 3.11 Data Retention

Client shall retain data on file adequate to permit remaking
of Entries for ninety (90) days following the date of their transmittal by Bank
as provided herein, and shall provide such Data to Bank upon its request. Client
shall retain any data regarding Transactions processed pursuant to this
Agreement for a minimum of six (6) years.

SECTION 3.12 Evidence of Authorization

Client shall obtain all consents and authorizations required
under the Rules or Governmental Requirements and shall retain such consents and
authorization for two (2) years after they expire.

ARTICLE IV - REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Representations and Warranties Client

Client represents and warrants to Bank as follows:

(a) This Agreement is valid, binding and enforceable against Client in
accordance with its terms.

(b) Client is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Maryland and is
authorized to do business in each state in which the nature of Client's
activities makes such authorization necessary.

(c) Client has the full power and authority to execute and
deliver this Agreement and to perform all its obligations under this Agreement.
The provisions of this Agreement and the performance by Client of its
obligations under this Agreement are not in conflict with Client's Articles of
Incorporation, bylaws or any other agreement, contract, lease or obligation to
which Client is a party or by which it is bound.

(d) Neither Client nor any principal of Client has been
subject to the following:

(i) Criminal conviction (except minor traffic and other petty
offenses);

(ii) Federal or state tax lien;

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Administrative or enforcement proceedings commenced by the
Securities and Exchange Commission, any state securities regulatory authority,
Federal Trade commission, federal or state bank regulator, or any other state or
federal regulatory agency; or

(iv) Restraining order, decree, injunction, or judgment in
any proceeding or lawsuit, alleging fraud or deceptive practice on the part of
Client or any principal thereof.

For this subparagraph, the word "principal" shall include any
person directly or indirectly owning ten percent (10%) or more of Client, any
officer or director of the Client, or any person actively participating in the
control of Client's business.

(e) There is not pending or threatened against Client, any
litigation or proceeding, judicial, tax or administrative, the outcome of which
might materially adversely affect the continuing operations of Client. Schedule
C to this Agreement is a list and brief description of all pending lawsuits in
which Client is a party.

(f) Client has delivered to Bank complete and correct copies
of its balance sheets and related statements of income and cash flow. Client's
financial statements, subject to any limitation stated therein, which have been
or which hereafter will be furnished to Bank to induce it to enter into this
Agreement do or will fairly represent the financial condition of the Client, and
all other information, reports and other papers furnished to Bank will be, at
the time the same are furnished, accurate and complete in all material respects
and complete insofar as completeness may be necessary to give Bank a true and
accurate knowledge of the subject matter. The financial statements are in
accordance with the books and records of Client were prepared in accordance with
generally accepted accounting principles ("GAAP") as in effect from time to time
in the United States, as consistently applied, and in accordance with all
pronouncements of the Financial Accounting Standards Board. The Bank will make
available a standard financial package that it provides its key vendors in
accordance with its other practices.

(g) Client agrees that at Bank's sole discretion, Bank, its
authorized representatives, or agents and any government entity with regulatory
or supervisory authority over Bank (collectively "the Auditing Party"), shall
have the right to inspect, audit, and examine all of Client's facilities,
records and personnel relating to the functionality described in this Agreement
at any time during normal business hours upon reasonable notice. The Auditing
Party shall have the right to make abstracts from Client's books, accounts,
data, reports, papers, and computer records directly pertaining to the subject
matter of this Agreement, and Client shall make all such facilities, records,
personnel, books, accounts, data, reports, papers, and computer records
available to the Auditing Party for the purpose of conducting such inspections
and audits. Such review will be conducted at Bank's expense, unless the review
is caused by Client's action, inactions, or omission in which case the review
will be completed at Client's sole expense.

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SECTION 4.2 Representations and Warranties Bank

Bank represents and warrants to Client as follows:

(a) This Agreement is valid, binding and enforceable against Bank in
accordance with its terms.

(b) Bank is a federally chartered savings bank and is authorized to do
business in each state in which the nature of Bank's activities makes such
authorization necessary.

(c) Bank has the full power and authority to execute and
deliver this Agreement and to perform all its obligations under this Agreement.
The provisions of this Agreement and the performance by Bank of its obligations
under this Agreement are not in conflict with Bank's Articles of Incorporation,
bylaws or any other agreement, contract, lease or obligation to which Bank is a
party or by which it is bound.

(d) There is not pending or threatened against Bank, any
litigation or proceeding, judicial, tax or administrative, the outcome of which
might materially adversely affect the continuing operations of Bank.

ARTICLE V - COVENANTS

SECTION 5.1 Covenants of Client

Client covenants and agrees with Bank as follows:

(a) It will comply with all applicable laws, the Governmental
Requirements, Rules and any rules, orders and regulations issued by the
Regulatory Authorities (including Regulation E) that relate to the matters and
Transactions contemplated by this Agreement. In particular, Client will comply
with the applicable requirements of: the U.S. PATRIOT Act, including Section 326
Customer Identification Programs; Bank Secrecy Act (BSA); Gramm-Leach-Bliley Act
(GLBA) including the Privacy Rules and Regulation P; and the Office of Foreign
Asset Control (OFAC) directives.

(b) It will promptly give written notice to Bank of any
material adverse change in the business, properties, assets, operations or
condition, financial or otherwise, of Client and any pending, or a threat of,
litigation involving a sum of $50,000 or more and of all tax deficiencies and
other proceedings before governmental bodies or officials affecting Client.

(c) As soon as possible, and in any event within 90 days
after the end of Client's fiscal year, commencing January 1, 2004, it will
provide Bank with its audited balance sheets and related statements of income
and cash flow and all notes and schedules thereto as of the end of such period.

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(d) All consumer complaints received by Client, relating to
the ACH functionality or its use, will be immediately reported to Bank. Such
report shall include the name and address of the complaining consumer, if
provided by complainant, a brief summary of the consumer's complaint, and upon
its resolution, a brief summary of such resolution.

(e) Client will not, without Bank's prior written consent,
solicit consumers through the use of any party who is not directly employed by,
under the immediate supervision of, or under contractual agreement with Client
and its affiliates.

SECTION 5.2 Covenants of Bank

Bank covenants and agrees with Client as follows:

(a) It will comply with all applicable laws, the Rules and
any rules, orders and regulations issued by the Regulatory Authorities that
relate to the matters and Transactions contemplated by this Agreement. In
particular, Bank will comply with the applicable requirements of: the U.S.
PATRIOT Act, including Section 326 Customer Identification Programs; Bank
Secrecy Act (BSA); Gramm-Leach-Bliley Act (GLBA) including the Privacy Rules and
Regulation P; and the Office of Foreign Asset Control (OFAC) directives.

(b) It will promptly give written notice to Client of any
material adverse change in the business, properties, assets, operations or
condition, financial or otherwise, of Bank and any pending, or a threat of,
litigation involving a sum of $50,000 or more and of all tax deficiencies and
other proceedings before governmental bodies or officials affecting Bank.

(c) All consumer complaints received by Bank, relating to the
ACH functionality or its use, will be immediately reported to Client. Such
report shall include the name and address of the complaining consumer, if
provided by complainant, a brief summary of the consumer's complaint, and upon
its resolution, a brief summary of such resolution.

ARTICLE VI - DUTIES OF BANK

SECTION 6.1 Sponsorship Certification and Administrative Fees

Bank shall be responsible for any annual membership fees relating to Bank
Membership with any System.

SECTION 6.2 Memberships in System

Bank shall retain its Membership in System in good standing and shall abide
in all material respects by all the Rules and regulations applicable to Bank;
provided, however,

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that Bank shall not be obligated to maintain such Membership.
If a System elects to terminate Bank's Membership in spite of Bank's compliance
with the applicable Rules, Bank shall give notice to Client as soon after it
provides notice to or receives notice from the System according to the Rules.

SECTION 6.3 Notices

Bank shall deliver to Client a copy of all material notices
or correspondence that it receives from any System, or any other third party,
relating to this Agreement, within five (5) business days of receipt of such
notice or correspondence.

SECTION 6.4 Processing Services

(a) Bank shall provide, either directly or through a third
party subcontractor, for the processing of Entries received from Client to
conform to the requirements set forth in this Agreement. Bank shall provide for
transmitting of such Entries as an ODFI to the Federal Reserve System or through
the use of an ACH Client Sender. Bank shall settle for such Entries as provided
in the Rules.

(b) Bank shall provide for the processing of the Entries as
defined in Schedule B provided that the File was received on time, the Federal
Reserve Bank is open for business, and the effective entry date is stated. If
any of the requirements are not met in this Section 6.4, Bank shall use
reasonable efforts to transmit such Entries to the ACH by the next deposit
deadline of the ACH following that specific in Schedule B which is a business
day and a day on which the ACH is open for business.

(c) Bank shall not cancel or amend an Entry after it is
delivered to Bank. Bank shall use reasonable efforts to act on a request by
Client for reversal of a File of Entries according to the Rules; provided that
Bank shall not be liable for interest or loses if such reversal is not effected.
Any request by Client for reversal of a File of Entries must comply with the
Delivery Requirements and Security Procedures as defined in Schedule B. Client
shall reimburse Bank for any expenses, losses, or damages Bank may incur in
effecting or attempting to effect Client's request for the reversal of a File of
Entries. Bank is entitled to payment from Client in the amount of any such
reversal of a debit File of Entries prior to acting on any request thereof.

SECTION 6.5 Error Resolution and Rejection of Entries

Bank shall be responsible to investigate all errors
identified by the Client. Bank may reject any Entry which does not comply with
requirements of Section 3.2 and Section 3.10 or which contains an Effective
Entry Date more than three (3) days after the business day such Entry is
received by Bank. Bank may reject an On-Us Entry (as defined below) for any
reason for which an Entry may be returned under the Rules. Bank may reject an
Entry if Client has failed to comply with its Reserve Account balance
obligations under Section 3.5. Bank may reject any entry if Client does not
adhere to security procedures as described in Schedule B. Bank shall notify
Client by telephone, e-mail, or any other

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mutually agreed to means not later than the next business day
after the effective Entry date. Notices of rejection shall be effective when
given. Bank shall have no liability to Client by reason of the rejection of any
such Entry or the fact that such notice is not given at an earlier time than
that provided for herein.

SECTION 6.6 File Return Notification

Bank will provide for the notification to Client either by
telephone, electronically, or as otherwise agreed about the return of a File.
Notification will be made within one (1) business day of receipt of such an
Entry or File. Bank shall use its best efforts to provide for notification to
Client on the date of the receipt but will have no obligation to reexecute or
take other action with respect to a returned Entry or File. Notices of the
return of a File shall be effective when given. Bank shall have no liability to
Client by reason of the return of any such Entry or the fact that such notice is
not given at an earlier time than that provided for herein.

SECTION 6.7 Tapes and Records

All magnetic tapes, Entries, security procedures and related
records used by Bank for Transactions contemplated by this Agreement shall be
and remain Bank's property. Bank may, at its sole discretion, make available
such information upon Client's request, which discretion, shall not be
unreasonably withheld. Any expenses incurred by Bank in making such information
available to Client shall be paid by Client, unless the information request by
Client is caused by Bank's action, inactions, or omission in which case the
information will be provided at Bank's sole expense.

SECTION 6.8 On-Us Entries

Except as provided in this Section 6.8, in the case of an
Entry received for credit to an account maintained with Bank (an "On-Us Entry"),
Bank shall credit the Client's Reserve Account in the amount of such Entry on
the Effective Entry Date contained in such Entry, provided the requirements set
forth in Section 6.4 are met. If these requirements are not met, Bank shall use
reasonable efforts to credit the Client Reserve Account in the amount of such
Entry no later than the next business day following such Effective Entry Date.

ARTICLE VII - COMPENSATION AND EXPENSES

SECTION 7.1 Expenses of Bank

Bank shall be solely responsible for the following expenses:

(a) Except as otherwise provided in this Agreement, all annual Membership
fees related to Bank's license with and Membership in any System utilized by the
ACH

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processing, and any fees and penalties assessed by any such System or
Regulatory Authority due to Bank's actions or of any third party retained by
Bank.

SECTION 7.2 Compensation of Bank

Client shall pay Bank the charges for the services provided
in connection with this Agreement, as set forth in Schedule A. All fees and
services are subject to change after twelve (12) months from the Effective Date
of this Agreement and upon 30 calendar days' prior written notice from Bank to
Client. Such charges do not include and Client shall be responsible for payment
of, any sales, use, excise, value added, utility or other similar taxes relating
to such services, and any fees or charges provided for in this Agreement between
Bank and Client with respect to the Reserve Account.

SECTION 7.3 Expenses of Client

Client shall be solely responsible for the following:

(a) Advertising and other expenses associated with the
marketing of ACH functionality to its Cardholders or. prospect base or any party
under its control or any party for which it is providing services.

(b) All fines and penalties assessed by any Regulatory Authority due to
Client's actions, inactions, or omissions.

(c) All expenses associated with and losses from
non-sufficient fund payment requests, consumer fraud, or any other Transactions
initiated by the Cardholder where funds are not available and cash was
provided/distributed to the Cardholder by Client.

(d) All fees assessed by Bank for exceeding the error
tolerance levels on Files transmitted for ACH processing as mutually agreed or
as defined by System from time to time.

ARTICLE VIII - LIMITATION OF LIABILITY

SECTION 8.1 No Special Damages

Neither party shall be liable to the other for any special,
indirect, incidental, consequential, punitive or exemplary damages, including,
but not limited to, lost profits, even if such party has knowledge of the
possibility of such damages provided, however, that the limitations set forth in
this Section shall not apply to or in any way limit the indemnity obligations
under this Agreement.

SECTION 8.2 Disclaimers of Warranties

Bank specifically disclaims all warranties of any kind, express or implied,
arising

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out of or related to this Agreement, including without
limitation, any warranty of marketability, fitness for a particular purpose or
non-infringement, each of which is hereby excluded by agreement of the parties.

SECTION 8.3 Liabilities of Client for System and Regulatory Claims

Client shall be liable to Bank for any and all liabilities
and every loss, claim, demand, and cause of action (including, without
limitation, the cost of investigating the claim, the cost of litigation and
reasonable attorneys' fees, whether or not legal proceedings are instituted and
whether paid or incurred, as the case may be) as a result of Client's failure to
comply with the Rules, Governmental Requirements, or applicable Regulatory
Authority.

ARTICLE IX - TERM OF PROGRAMS AND AGREEMENT

SECTION 9.1 Term and Termination of Agreement Without Cause

The term of this Agreement shall commence on the Effective
Date and continue for three (3) years (the "Initial Term") unless terminated
earlier as provided below. After the Initial Term, the Agreement shall
automatically extend for additional periods of one year each (a "Renewal Term")
based upon written approval of both Parties.

SECTION 9.2 Termination of Agreement For Cause

(a) Either Bank or Client shall have the right to terminate this Agreement
upon occurrence of one or more of the following events:

(i) Failure by the other party to observe or perform, in any
material respect, that party's obligations to the other party hereunder, so long
as the failure is not due to the actions or failure to act of the terminating
party, but only if the failure continues for a period of (A) thirty (30) days
after the non-performing party receives written notice from the other party
specifying the failure in the case of a failure not involving the payment of
money, or (B) ten (10) days after the non-performing party receives written
notice from the other party specifying the failure in the case of a failure to
pay any amount then due hereunder; provided, however, that either Party may
terminate this Agreement without such a cure period if a substantially similar
material failure has previously occurred;

(ii) In the event any financial statement, representation,
warranty, statement or certificate furnished to it by the other party in
connection with or arising out of this Agreement is materially adverse to the
terminating party and intentionally untrue as of the date made or delivered.

(iii) The other party (A) voluntarily commencing any
proceeding or filing any petition seeking relief under Title 11 of the United
States Code or any other Federal, state or foreign bankruptcy, insolvency,
liquidation or similar law,

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(B) applying for or consenting to the appointment of a
receiver, trustee, custodian, sequestrator or similar official for such party or
for a substantial part of its property or assets, (C) making a general
assignment for the benefit of creditors, or (D) taking corporate action for the
purpose of effecting any of the foregoing; or

(iv) The commencement of an involuntary proceeding or the
filing of an involuntary proceeding or the filing of an involuntary petition in
a court of competent jurisdiction seeking (A) relief in respect of the other
party, or of a substantial part of its property or assets under Title of the
United States Code or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (B) the appointment of a receiver,
trustee, custodian, sequestrator or similar office for the other party or for a
substantial part of its property or assets, or (C) the winding up or
liquidation, of the other party, if such proceeding or petition shall continue
un-dismissed for sixty (60) days or an order or decree approving or ordering any
of the foregoing shall continue unstayed and in effect for sixty (60) days.

(v) Upon any change to or enactment of any law or regulation
which would have a material adverse effect upon the terminating party's
performance of obligations under this Agreement.

(vi) Violation by the other party of any federal or state law relating to the
performance of this Agreement.

(vii) Upon direction from any Regulatory Authority to cease or materially
limit performance of the obligations under this Agreement.

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SECTION 9.3 Survivals of Payments and Survival of Obligations Upon
Termination of Agreement

(a) This Agreement shall continue in full force and Bank
shall (i) continue to provide the services if this Agreement is mutually
terminated currently then being provided until such time as all Transactions are
so processed, but in no event exceeding ninety (90) days from notice of
cancellation; or (ii) immediately cease services if this Agreement is terminated
for cause pursuant to Section 9.2. If such termination is made by Bank pursuant
to Section 9.2, Bank will be entitled to withhold and pay directly all
processing expenses from processing revenues including the costs of servicing
the existing customers by a servicing organization reasonably selected by Bank.
In such event, Bank shall have no further obligation to accept Transactions from
Client.

(b) Any termination of this Agreement shall not affect any of
Bank's rights and Client's obligations with respect to Entries initiated by
Client prior to such termination, or the payment obligations of Client with
respect to services performed by Bank prior to termination, or any other
obligation that survive termination of this Agreement.

SECTION 9.4 Liquidated Damages

The Parties agree that the pricing under this Agreement was
determined by mutual agreement based upon certain assumed volumes of processing
activity and the length of the term of this Agreement.

The Parties further agree that it would be difficult or
impossible to ascertain Bank's actual damages for a termination or other breach
of this Agreement by Client resulting in a termination of this Agreement before
the end of the term. The Parties further agree the Bank is entitled to : (i) all
fees earned but not paid prior to the date of termination, (ii) any direct costs
incurred as a result of the termination, deconversion and/or change-over; and
(iii) 50% of the average monthly fee from the Effective Date, multiplied by
twelve (12) months or the remaining number of months in the Agreement whichever
is less. Client agrees this is a reasonable estimation of the actual damages
Bank would suffer if Bank did not receive the expected benefits to be derived
from this Agreement for the full term.

Each party acknowledges and agrees, after taking into account
the terms of this Agreement and all relevant circumstances at the date hereof,
that the Liquidated Damages payable under this Section 9.4 represents a
reasonable and genuine pre-estimate of the damages which would be suffered by
Bank in the event of early termination of this Agreement and does not constitute
a penalty.

Nothing in this Agreement shall limit the right of any party to this
Agreement to seek injunctive relief, to the extent available, with respect to
breaches of this Agreement.

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ARTICLE X - CONFIDENTIALITY

SECTION 10.1 Confidential Information

The term "Confidential Information" shall mean this Agreement
and all proprietary information, data, trade secrets, business information and
other information of any kind whatsoever which (a) a party ("Discloses")
discloses, in writing, orally or visually, to the other party ("Recipient") or
to which Recipient obtains access in connection with the negotiation and
performance of this Agreement, and which (b) relates to (i) the Discloser, (ii)
in the case of Client, Bank and its customers and or associates, or (iii)
consumers or Cardholders who have made confidential or proprietary information
available to Client. The definition of Confidential Information shall include
Customer Information as described below.

SECTION 10.2 Customer Information

Client acknowledges that Bank has a responsibility to its
customers to keep information about its customers, Cardholders and their Card
strictly confidential and Bank acknowledges that Client has a responsibility to
its customers and Cardholders to keep their information strictly confidential
(collectively, "Customer Information"). In addition to the other requirements
set forth in this Section regarding Confidential Information, Customer
Information shall also be subject to the additional restrictions set forth in
this Subsection. The Recipient shall not disclose or use Customer Information
other than to carry out the purposes for which the Discloser or one of its
affiliates disclosed such Customer Information to Recipient. Recipient shall not
disclose any Customer Information other than on a "need to know" basis and then
only to: (a) affiliates of Discloser; (b) its employees or officers; (c)
affiliates of Recipient provided that such affiliates shall be restricted in use
and redisclosure of the Customer Information to the same extent as Recipient;
(d) to carefully selected subcontractors provided that such subcontractors shall
have entered into a confidentiality agreement no less restrictive than the terms
hereof; (e) to independent contractors, agents, and consultants hired or engaged
by Recipient, provided that all such persons are subject to a confidentiality
agreement which shall be no less restrictive than the provisions of this
Section; or (f) pursuant to the exceptions set forth in 15 USC 6802(e) and
accompanying regulations which disclosures are made in the ordinary course of
business. The restrictions set forth herein shall apply during the term and
after the termination of this Agreement.

Each party must comply with all federal and state privacy and data security
laws. SECTION 10.3 Disclosure to Employees and Agents.

Each of the Parties, as Recipient, hereby agrees on behalf of
itself and its employees, officers, affiliates and subcontractors that
Confidential Information will not be disclosed or made available to any person
for any reason whatsoever, other than on a

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"need-to-know basis" and then only to: (a) its employees and
officers; (b) subcontractors and other third-parties specifically permitted
under this Agreement, provided that all such persons are subject to a
confidentiality agreement which shall be no less restrictive than the provisions
of this Section; (c) independent contractors, agents, and consultants hired or
engaged by Recipient, provided that all such persons are subject to a
confidentiality agreement which shall be no less restrictive than the provisions
of this Section; and (d) as required by law or as otherwise permitted by this
Agreement, either during the term of this Agreement or after the termination of
this Agreement. Prior to any disclosure of Confidential Information as required
by law, the Recipient shall (i) notify the Discloser of any, actual or
threatened legal compulsion of disclosure, and any actual legal obligation of
disclosure immediately upon becoming so obligated, and (ii) cooperate with the
Discloser's reasonable, lawful efforts to resist, limit or delay disclosure.
Nothing in this Section shall require any notice or other action by Bank in
connection with request or demands for Confidential Information with request by
bank examiners.

SECTION 10.4 Return of Materials

Upon the termination or expiration of this Agreement, or at
any time upon the request of a party, the other party shall return or destroy
all Confidential Information, including Customer Information, in the possession
of such party or in the possession of any third party over which such party has
or may exercise control.

SECTION 10.5 Exceptions

With the exception of the obligations related to Customer
Information, the obligations of confidentiality in this Section shall not apply
to any information which a party rightfully has in its possession when disclosed
to it by the other party, information which a party independently develops,
information which is or becomes known to the public other than by breach of this
Section or information rightfully received by a party from a third party without
the obligation of confidentiality.

SECTION 10.6 Media Releases

All media releases, public announcements and public
disclosures by either party, or their representatives, employees or agents,
relating to this Agreement or the name or logo of Bank, Client, any Bank
affiliate or supplier, including, without limitation, promotional or marketing
material, but not including any disclosure required by legal, accounting or
regulatory requirements beyond the reasonable control of the releasing party,
shall be coordinated with and approved by the other party in writing prior to
the release thereof.

ARTICLE XI - INSURANCE

SECTION 11.1 Insurance

Each party shall maintain, throughout the term of this Agreement, appropriate
comprehensive general liability insurance policies (which shall include
contractual

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liability), the limit of which shall be no less than a
combined single limit of $1,000,000 per occurrence for bodily injury and
property damage.

ARTICLE XII - GENERAL PROVISIONS

SECTION 12.1 Indemnification

(a) Client covenants and agrees to indemnify and hold
harmless Bank, its parent, subsidiaries or affiliates, and their respective
officers, directors, employees and permitted assigns, as such, against any
direct losses or expenses arising from any legal action, claim, demand or
proceedings brought by a third party against any of them as a result of any
misrepresentation, breach of warranty or failure to fulfill a covenant of this
Agreement on the part of Client, any act or omission of Client or its providers
which violates any law, by-laws or Governmental Requirements, or any claim
relating to obligations owed to or by Client or any third party retained by it;
provided, that this provision shall not apply if such claim arises out of (i) an
act of fraud, embezzlement or criminal activity by Bank, (ii) negligence,
willful misconduct or bad faith by Bank, or (iii) the failure of Bank to comply
with, or to perform its obligations under, this Agreement

(b) Bank covenants and agrees to indemnify and hold harmless
Client and its parent, subsidiaries or affiliates, and their respective
officers, directors, employees, and permitted assigns, as such, against any
direct, losses or expenses arising from any legal action, claim, demand, or
proceedings brought by a third party against any of them as a result of any
misrepresentation, breach of warranty or failure to fulfill a covenant of this
Agreement on the part of Bank, any act or omission of Bank or its providers
which violates any law, by-laws or Governmental Requirements, or any claim
relating to obligations owed to or by Bank or any third party retained by it
(except to the extent that Client has agreed to fulfill such obligation under
this Agreement); provided, that this provision shall not apply if such claim
arises out of (i) an act of fraud, embezzlement or criminal activity by Client
or its representatives, (ii) negligence, willful misconduct or bad faith by
Client or its representatives, or (iii) the failure of Client or its
representatives to comply with, or to perform its obligations under, this
Agreement.

(c) If any claim or demand is asserted against any party or
parties (individually or collectively, the "Indemnified Party") by any person
who is not a party to this Agreement in respect of which the Indemnified Party
may be entitled to indemnification under the provisions of subsections (a) or
(b) above, written notice of such claim or demand shall promptly be given to any
party or parties (individually or collectively, the "Indemnifying Party") from
whom indemnification may be sought. The Indemnifying Party shall have the right,
by notifying the Indemnified Party within ten (10) days of its receipt of the
notice of the claim or demand, to assume the entire control (subject to the
right of the Indemnified Party to Participate at the Indemnified Party's expense
and with counsel of the Indemnified Party's choice) of the defense, compromise
or settlement of the matter, including, at the Indemnifying Party's expense,
employment of counsel of the Indemnifying Party's choice. If the Indemnifying
Party gives notice to any Indemnified

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Party that the Indemnifying Party will assume control of the
defense, compromise or settlement of the matter the Indemnifying Party will be
deemed to have waived all defenses to the claims for indemnification by the
Indemnified Party with respect to that matter. Any damages to the assets or
business of the Indemnified Party caused by a failure of the Indemnifying Party
to defend, compromise or settle a claim or demand in a reasonable and
expeditious manner, after the indemnifying Party has given notice that it will
assume control of the defense, compromise or settlement of the matter, shall be
included in the damages for which the Indemnifying Party shall be obligated to
indemnify the Indemnified Party.

(d) The provisions of this Section 12.1 and of Section 12.2 shall survive
termination or expiration of this Agreement.

SECTION 12.2 Disclosure

(a) Each party shall promptly notify the other of any action,
suit, proceeding, facts and circumstances, and the threat of reasonable prospect
of same, which might give rise to any indemnification hereunder or which might
materially and adversely affect either party's ability to perform this
Agreement.

(b) Each party represents and warrants to the other that it
has no knowledge of any pending or threatened suit, action, arbitration or other
proceedings of a legal, administrative or regulatory nature, or any governmental
investigation, against it or any of its affiliates or any officer, director, or
employee which has not been previously disclosed in writing and which would
materially and adversely affect its financial condition, or its ability to
perform this Agreement.

SECTION 12.3 Legal Compliance

Each party represents and warrants to the other that it is
familiar with the requirements of all applicable consumer protection and
anti-money laundering laws applicable to it which relate to the Program and its
obligations hereunder, and agrees that it will comply, in all material respects,
with all such laws and regulations and all other applicable laws and regulations
relating to its activities under this Agreement, now and in the future.

SECTION 12.4 Relationship of Parties

Bank and Client agree they are independent contractors to
each other in performing their respective obligations hereunder. Nothing in this
Agreement or in the working relationship being established and developed
hereunder shall be deemed, nor shall it cause, Bank and Client to be treated as
partners, joint ventures, or otherwise as joint associates for profit.

SECTION 12.5 Regulatory Examinations and Financial Information

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Client agrees to submit to any examination which may be
required by any Regulatory Authority with audit and examination authority over
Bank, to the fullest extent of such Regulatory Authority. Client shall also
provide to Bank any information, which may be required by any Regulatory
Authority in connection with their audit or review of Bank or the Program and
shall reasonably cooperate with such Regulatory Authority in connection with any
audit or review of Bank. Client shall furnish Bank, at Client expense, with
audited financial statements prepared by a certified public accountant. Client
shall also provide such other information as Bank, Regulatory Authorities, or
the System may from time to time reasonably request with respect to the
financial condition of Client and such other information as Bank may from time
to time reasonably request with respect to third parties contracted with Client.

SECTION 12.6 Governing Law

The Parties acknowledge that Bank, as a federally charted
savings bank, is regulated by the Office of Thrift Supervision, and is therefore
subject to federal law, and entitled to preemption from state laws to the
fullest extent permitted by law. In any matters not so preempted (if any) this
Agreement shall be governed by the internal laws, and not by the laws regarding
conflicts of laws, of the State of South Dakota. Each Party hereby submits to
the jurisdiction of the courts of such state, and (subject to the Bank's
reservation of preemption rights above) waives any objection to venue with
respect to actions brought in such courts.

SECTION 12.7 Severability

In the event that any part of this Agreement is deemed by a
court, Regulatory Authority, or other public or private tribunal of competent
jurisdiction to be invalid or unenforceable, such provision shall be deemed to
have been omitted from this Agreement. The remainder of this Agreement shall
remain in full force and effect, and shall be modified to any extent necessary
to give such force and effect to the remaining provisions, but only to such
extent.

SECTION 12.8 Survival

All representations and warranties herein shall survive any
termination or expiration of this Agreement. In addition, Articles 8, 9, 10 and
12 shall survive termination or expiration of this Agreement.

SECTION 12.9 Successors and Third Parties

Except as limited by Section 12.10, this Agreement and the
rights and obligations hereunder shall bind, and inure to the benefit of the
parties and their successors and permitted assigns.

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SECTION 12.10 Assignments

The rights and obligations of Client under this Agreement are
personal and may not be assigned either voluntarily or by operation of law,
without prior written consent from Bank.

SECTION 12.11 Notices

All notices, requests and approvals required by this
Agreement shall be in writing addressed/directed to the other party at the
address and facsimile set forth below, or at such other address of which the
notifying party hereafter receives notice in conformity with this section. All
such notices, requests, and approvals shall be deemed given upon the earlier of
receipt of facsimile transmission during the normal business day or actual
receipt thereof. All such notices, requests and approvals shall be addressed to
the attention of:

Bank to: First Federal Savings Bank of the Midwest
dba Meta Payment Systems 
2500 S Minnesota Ave 
Sioux Falls, SD 57105 
Attention: General Counsel 
Facsimile Number: (605) 977-7501

Client to:

NBO Systems, Inc.

3676 W. California Ave., Bldg. D 
Salt Lake City, UT 84104 
Attention: Christopher Foley, CFO
Facsimile Number: (801) 973-4951

Tax Identification Number: 55-0795927

SECTION 12.12 Waivers

Neither party shall be deemed to have waived any of its
rights, power, or remedies hereunder except in writing signed by an authorized
agent or representative of the party to be charged. Either party may, by an
instrument in writing, waive compliance by the other party with any term or
provision of this Agreement on the part of the other party to be performed or
complied with. The waiver by either party of a breach of any term or provision
of this Agreement shall not be construed as a waiver of any subsequent breach.

SECTION 12.13 Entire Agreement; Amendments

This Agreement constitutes the entire Agreement between the
parties and supersedes all prior Agreements, understandings, and arrangements,
oral or written, between the parties with respect to the subject matter hereof.
This Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment is sought.

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SECTION 12.14 Counterparts

This Agreement may be executed and delivered by the parties
in counterpart, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.

SECTION 12.15 Disputes

(a) Duty to Notify. In the event of any dispute, controversy,
or claim arising out of or relating to this Agreement or the construction,
interpretation, performance, breach, termination, enforceability or validity
thereof (hereinafter, a "Dispute"), the party raising such Dispute shall notify
the other promptly and no later than sixty (60) days from the date of its
discovery of the Dispute. In the case of a Dispute relating to account or
Transaction statements or similar matter, the failure of a party to notify the
other party of such Dispute within sixty (60) days from the date of its receipt
shall result in such matter being deemed undisputed and accepted by the party
attempting to raise such Dispute.

(b) Cooperation to Resolve Disputes. The parties shall
cooperate and attempt in good faith to resolve any Dispute promptly by
negotiating between persons who have authority to settle the Dispute and who are
at a higher level of management than the persons with direct responsibility for
administration and performance of the provisions or obligations of this
Agreement that are the subject of the Dispute.

(c) Arbitration. Any Dispute which cannot otherwise be
resolved as provided in paragraph (b) above shall be resolved by arbitration
conducted in accordance with the commercial arbitration rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitral
tribunal may be entered in any court having jurisdiction thereof. The
arbitration tribunal shall consist of a single arbitrator mutually agreed upon
by the parties, or in the absence of such agreement within 30 days from the
first referral of the Dispute to the American Arbitration Association,
designated by the American Arbitration Association. The place of arbitration
shall be Sioux Falls, South Dakota, unless the parties shall have agreed to
another location within 15 days from the first referral of the Dispute to the
American Arbitration Association. The arbitral award shall be final and binding.
The parties waive any right to appeal the arbitral award, to the extent a right
to appeal may be lawfully waived. Each party retains the right to seek judicial
assistance: (i) to compel arbitration, (ii) to obtain interim measures of
protection prior to or pending arbitration, (iii) to seek injunctive relief in
the courts of any jurisdiction as may be necessary and appropriate to protect
the unauthorized disclosure of its proprietary or confidential information, and
(iv) to enforce any decision of the arbitrator, including the final award. In no
event shall either party be entitled to consequential, punitive, exemplary or
similar damages (including lost profits).

(d) Confidentiality of Proceedings. The arbitration
proceedings contemplated by this Section shall be as confidential and private as
permitted by law. To that end, the parties shall not disclose the existence,
content or results of any proceedings conducted in

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accordance with this Section, and materials submitted in
connection with such proceedings shall not be admissible in any other
proceeding, provided, however, that this confidentiality provision shall not
prevent a petition to vacate or enforce an arbitral award, and shall not bar
disclosures required by any laws or regulations.

SECTION 12.16 Limitation of Liability

Neither Client, the Bank nor any of their respective
directors, officers, employees, agents, representatives or controlling persons
shall be liable for any action taken or for refraining from taking any action in
good faith pursuant to this Agreement; provided, however, that this provision
shall not protect Client or Bank against any breach of their respective
representations, warranties or covenants made herein, or against any specific
liability imposed pursuant hereto, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties hereunder. Client and Bank may rely in good faith on any
document, electronic file or other electronic or telephonic communication of any
kind, which appears bona fide, submitted by any appropriate person respecting
any matters arising hereunder.

SECTION 12.17 Non-Solicitation of Employees

The Parties agree that during the term of this Agreement each
Party will not seek out or induce any person (by offering employment or
otherwise) who is an employee of the other Party to terminate their employment.

SECTION 12.18 Headings

The table of contents, various captions and section headings
in this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to any Section are to such Section of this Agreement. To the extent
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be held to be invalid, illegal, or unenforceable, such provision
shall be ineffective only to the extent of such invalidity, illegality, or
unenforceability, without rendering invalid, illegal, or unenforceable the
remainder of such provision or the remaining provisions of this Agreement.

Signature page to follow

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IN WITNESS WHEREOF, this Agreement is executed by the parties' authorized
officers or representatives and shall be effective as of the date first above
written.

|NBO Systems, Inc.              | First Federal Savings Bank of the
		Midwest dba Meta Payment Systems
|------------------------------ | --------------------------------------------------------------------
|By: /s/ Christopher Foley      | By: /s/ Brad C. Hanson                                              
|Name: Christopher Foley        | Name: Brad C. Hanson                                                
|Title: Chief Financial Officer | Title: Division President                                           





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Schedule A

|BANK SERVICES
		AND FEES
|------------------------
|Standard
		Service Items
|[* * *                  
|* * *                   
|* * *                   
|* * *                   
|* * *                   
|* * *                   





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Schedule B

ACH File Requirements and File Processing Schedule

Bank Transmission Location

All File of Entries generated by Client must be transmitted to Bank.

Security Procedures

Bank requires the File of Entries being transmitted to comply
with the industry standard security standards which at a minimum will be
128-bit, triple DES (Data Encryption Standard).

File Process Timing

(a) In its sole discretion, the Bank may require the Client
to provide the File(s) of Entries to the Bank at least one day prior to the
transmission date of debit File of Entries and two days prior to the
transmission date of credit File of Entries.

(b) The Bank operates under a "continuous balancing" mode which means they
can accept a file of Entries from Client ongoing.

(c) The Bank will transmit all approved Files of Entries to
the Federal Reserve. All Debit Files of Entries transmitted will be settled the
next business banking day. All Credit Files of Entries transmitted will be
settled in two business banking days. All return Entries are settled by 5 PM on
the business banking day in which the Entry is received.

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Schedule C

Pending lawsuits of Client:

On February 13, 2004, Thomas Ripperda, et al, filed an action in Illinois
	State Court in St. Clair County, Illinois, against the Company in connection
	with gift cards sold at the St. Clair Square Mall in St. Clair County,
	Illinois. The plaintiff's complaint seeks to establish a class action.
	However, as of this date, the plaintiff has not moved to certify a class.
	The complaint alleged that the term "valid thru" appearing on the face of
	the gift card next to the expiration date of the gift card is misleading.
	The plaintiff seeks a return of all administrative fees charged against his
	gift card prior to the "valid thru" date. If a class were certified, then
	the plaintiff would seek to recover similar fees with respect to all gift
	cards that the Company sold.

Under the terms and conditions of the gift cards and the gift card
	program, the Company disclosed it may charge an administrative fee against a
	gift card if the gift card is not used within 90 days from the date of
	purchase. The "valid thru" date is typically between 12 months and 18 months
	after the date the gift card is purchased. In some cases, the administrative
	fee reduces the amount of the gift card prior to the "valid thru" date on
	the card. The Company disclosed the charge of an administrative fee on the
	back side of the gift card and again in the written terms and conditions
	that are distributed to customers when they purchase the gift cards. The
	Company also disclosed that a gift card may be renewed after the "valid
	thru" date with the payment of a renewal fee.

The Company removed the lawsuit to federal court in the Southern District
	of Illinois and also moved to dismiss the lawsuit. The plaintiff has filed
	an opposition to the Company's motion. The District Court has not yet ruled
	on the Company's motion. If the District Court does not grant the Company's
	motion, the Company expects the plaintiff to move for a remand of the case
	to the Illinois State Court and then move to certify a class as plaintiffs
	consisting of those gift card purchasers or holders with respect to whom the
	Company charged an administrative fee prior to the "valid thru" date.

Not withstanding the foregoing, the Company is not a party to any other
	material threatened or pending legal proceedings, which if adversely
	determined, would have an adverse material effect on the financial condition
	or results of operations of the Company. From time to time, however, the
	Company may become subject to legal proceedings, claims, and litigation
	arising in the ordinary course of business, including, but not limited to,
	employee, customer and vendor disputes.

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