Exhibit 10.4

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.

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Cash Card IssuerAgreement

This Cash Card Issuer Agreement ("Agreement") is entered intoas of October 11 , 2002 ("Effective Date"), by and between NBO Systems,Inc., a Maryland corporation, whose address is 3676 West California Avenue,Building D, Salt Lake City, UT 84104 ("Issuer") and Discover Financial Services,Inc. ("DFS"), a Delaware Corporation, whose address is 2500 Lake Cook Road,Riverwoods, Illinois 60015.

Recitals

-  Issuer will design, market, and make available Cards to	various individuals.Issuer may offer Cards directly to consumers for sale on	its website, through a call center, at NBO controlled Counter Top	distribution points in malls and shopping centers, and through other	distribution channels, as approved by DFS.DFS operates a Network that will allow Cardholders to	purchase goods or services from participating Merchants using Cards issued	by Issuer.Merchants will comply with Network operating regulations	and Authorize according to their contracts.Purchase value or sales are based on the amounts	allocated to the card, pursuant to the following terms governing the	creation and use of these cards.Cardholders shall be able to use the Cards to make	purchases, within the amounts allocated to the Cards, at Merchants honoring	Discover Cards. Cardholders shall not have the ability to make cash	withdrawals unless specifically authorized by DFS under Program provisions	and tested for such functionality.
[*** * ***]*** * *1.0Definitions**
The following definitions apply to the terms outlined withinthis Agreement and shall have the following meanings:
**-  Account Number means the unique 16-digit number	assigned by Issuer to a Card and Card Account, as derived from the BIN.**Agent means a Person approved and/or certified by DFS	that will perform specified functions on behalf of Issuer.**Agreement means this "Cash Card Issuer Agreement"	between the Issuer and DFS and shall include any attachments, appendices,	schedules, addenda, and amendments thereto.**Authorization or **Authorize**means the process	whereby Issuer, by itself, or through one or more agents (including, without	limitation, DFS, in the course of performing stand-in Authorization	functions as described in Section 4.0 of the Operating Regulations),	determines whether to approve or decline a Card Sale.[*** * ***.]**Card means either a stored-value (i) plastic card	displaying the Discover/NOVUS Acceptance Mark, or (ii) Card Account that may	be used for purchases in situations in which the Cardholder is not	physically present at a Merchant's retail location. Cards must be produced	by an authorized production facility, and must comply with the	specifications of the Technical Specifications Manual.
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-  Card Account means the	stored-value account represented by the Account Number assigned by Issuer.	**Card Sale means a Card Transaction by a Cardholder	that is either: (a) the purchase of goods or services, or (b) the receipt of	a Cash Advance.	**Cardholder means a person who has purchased a Card	issued by Issuer, or any person who receives or uses a card. The person **in**possession of the card is the Cardholder.	**Card Transaction means a transaction involving a	Card, including, without limitation, any of the following: a Card Sale, a	Cash Advance, a Credit/return, a Chargeback, or an Adjustment, as such terms	are defined herein or in the Issuer Operating RegulationsClient means a Person with whom Issuer has entered into	an agreement to provide Cards to certain groups of specified individuals or	for a particular marketing program.**Client Program**means each separate and discrete	Card marketing or other program that Issuer has agreed to provide in	connection with a Client. [*** * ***]	**Discover/NOVUS Acceptance Mark means the logo	designated in the Technical Specifications Manual under Graphic Guidelines	that indicates that a Card may be used for purchases in the Network.	**Governmental Requirements means any local, state or	federal laws that are applicable to the Program.	**Issuer Operating Regulations shall mean the document	incorporated by reference into this Agreement as Exhibit B that describe	certain of Issuer's duties and obligations with which it must comply in	order to issue Cards that may be used in the Network.	**Merchant means a party who has entered into a	Merchant Services Agreement and/or a Cash Advance Participation Agreement	with Discover Financial Services, Inc., that provides the terms and	conditions governing the acceptance and Settlement of Card Transactions	between DFS and such Merchant.	**Network means the Discover/NOVUS Network of	Merchants.	**Open environment means use of gift/cash cards bearing	the Discover/NOVUS Acceptance Marks that can be used at any participating	Merchant.	**Person means any individual human being, or any	individual created at law, including without limitation, a partnership or	corporation.	**Processor means a certified processor of Card	Transactions on the Discover/NOVUS Network, including, without limitation,	Authorizations and the appropriate response to be sent to the Merchant.	**Processing Services means those services listed in	Exhibit A of this Agreement.	**Program means the plan, described in this Agreement	and the Operating Regulations, pursuant to which Issuer shall; (i) issue	Cards to Cardholders; and (ii) use the services offered by Discover	Financial Services, Inc. to facilitate the Authorization and Settlement of	Card Transactions.	**Reserve Account shall have the meaning given that	term in Section 2.2.f.	**Reserve Account Agreement means the agreement entered	into between Issuer, DFS and the financial institution at which the Reserve	Account will be established with respect to the terms of the Reserve	Account. **Settle** means the act of making a Settlement	payment.**Settlement**means respectively, (i) for DFS,	amounts DFS is required to pay Merchants for Card Transactions, and (ii) for	Issuer, an amount payable by Issuer to DFS for Card Transactions, as more	fully described in this Agreement and Section 7.0 of the Operating	Regulations.**Start-up Date**means the date on which both the	Processor and the Network are ready to and capable of accepting and	processing transactions [*** * ***.].
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bb. **Stored Value Account**shall have the meaning givento that term in Section 2.2.f. Stored Value Account is also sometimes referredto as "Activity Account."

cc. **Technical Specifications Manual**means the documentincorporated by reference into this Agreement as Exhibit C that containstechnical specifications applicable to the Program.
**2.0 Provision of Services**
2.1. Responsibilities of DFS.
2.1.a DFS shall provide Cardholders with point of sale accessto Merchants pursuant to current contractual arrangements with such Merchants.DFS does not guaranty that all Merchants will accept Cards, or that Merchantswill accept all Card Transactions. In order to be used in the Network, Cardsmust have the capability to communicate with a Processor for its Authorizationand Settlement services.

2.1.b For each Card Sale, DFS will be responsible forSettlement of the amount of such Card Sale to the Merchant pursuant to the termsof DFS' Merchant Services Agreement with the Merchant.

2.1.c DFS will submit to Issuer or Issuer's Agent aSettlement transmittal file (in the form and format specified in the TechnicalSpecifications Manual) in****order for Issuer to pay DFS for CardTransactions.

2.1.d DFS grants Issuer a [*** * ***] license touse Account Numbers that DFS assigns to it for the Program under this Agreement.[*** * ***], an additional allocation will be granted to Issuer ifIssuer is in compliance with the terms of this agreement and the remaining termsof this agreement is not less than six (6) months.

2.1.e****DFS will provide Issuer with a copy of TechnicalSpecifications Manual that contains the graphic specifications for the displayof the Discover/NOVUS Acceptance Mark and usage of such mark on the Card. DFSwill review all card art, packaging, and advertising and marketing materialsprovided by Issuer within ten (10) Business Days of receipt, provided that DFSmust receive from Issuer and approve all card art, packaging, and advertisingand marketing materials, that show the Discover/NOVUS logo prior to Issuer usingsuch materials for any Cards. Items that do not mention Discover name or brand,or the Discover/NOVUS Network, or that do not contain the Discover/NOVUSacceptance mark do not need to be reviewed by DFS.

2.1.f DFS has provided Issuer with a list of the names ofProcessors that DFS has certified as of the date of this Agreement to provideprocessing to issuers within the Network. Only certified Processors may processtransactions on the Discover/NOVUS Network.

2.1.g DFS will provide Issuer with information, in the formof DFS reports, with respect to the transaction fees, license fees, and revenueshare accrued and owed to DFS by Issuer for each month by the twentieth (20th)day of the next succeeding month.

2.1.h DFS will provide notification and documentation toMerchants regarding disputes, ticket retrieval and Chargeback requests. Issuermay not contact Merchants with respect to any disputes, ticket retrievals orChargeback.

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2.1.i DFS will administer the dispute process, determine theapplication of Chargeback, and provide the Issuer notification of the resolutiondisputes, in accordance with the Operating Regulations and TechnicalSpecifications Manual.

2.1.j DFS shall route Card Transaction data to Issuer orIssuer's Agent in****the manner specified in the Operating Regulations andTechnical Specifications Manual.

2.1.k DFS agrees that it will not attempt to convert any ofIssuer's Clients to an "Open" environment stored value card program operated byDFS once Issuer has entered into an agreement with such Client, and notified theDFS program manager of its relationship with the Client.

2.2. Responsibilities of Issuer.
2.2.a Issuer will issue Cards [*** * ***] assignedby DFS. Issuer must obtain DFS' prior approval of any Clients with whom Issuerdesires to create a Client Program. Issuer may make sales presentations to anymall operating company prior to obtaining DFS approval of the specific client.Initially approved Clients include those listed or described in Exhibit A.Issuer may distribute Cards pursuant to the terms of a Client Program. Issuer isresponsible for overall creative development, design and marketing of Cards forits Clients, including creative development of Cards and related marketing andsales materials. Issuer agrees that the design of Cards must comply with thecard specifications outlined in the Technical Specifications Manual. Issuer mustprovide all marketing materials, containing the Discover/NOVUS acceptance mark,and Card designs to DFS for approval prior to print or distribution.

2.2.b Cards issued by Issuer may not be used at ATMs or forany other form of cash withdrawal without a specific additional agreement withDFS. Cards will also be unable to be activated or loaded with value atMerchants, and Cardholders will be unable to obtain balance information atMerchants. The remaining balance will be passed back to the Merchant andCardholder in the authorization number, which will be sent to the Merchantfollowing a transaction subject to the Merchant having appropriate hardwarefunctionality.

2.2.c Issuer agrees to comply with the Operating Regulationsand the Technical Specifications Manual. DFS may change the OperatingRegulations or Technical Specifications Manual from time to time by sendingwritten notice to Issuer ninety (90) days in advance. However, certain changesto the Operating Regulations may become effective immediately for securityreasons. If there is any conflict between this Agreement and the OperatingRegulations or Technical Specifications Manual, the terms of this Agreement willgovern.

2.2.d Issuer may designate or utilize subcontractors orAgents, as provided in the Operating Regulations to perform its obligationsunder the Agreement, provided that Issuer has first advised DFS and received DFS'approval of any such subcontractor or Agent. DFS acknowledges notification andapproval of the Designated Processor listed in Exhibit A. Any Agent or thirdparty used or designated by Issuer to perform services shall be deemed an Agentof Issuer for all such purposes and not DFS' Agent. Issuer shall be solelyresponsible for the payment of such subcontractors or Agents.

2.2.e The Issuer will approve or decline Card Sales based onthe funds value available for the Card or Card Account being offered for use ata Merchant, and will respond with appropriate codes as set forth in theTechnical Specifications Manual. The Issuer must pay DFS the amounts identifiedin

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the daily Settlement file via Fed wire or any other paymentmethod approved by DFS to the account and by not later than the time specifiedby DFS.

2.2.f Issuer shall be responsible for obtaining the fundsthat represent the stored value of each Card that it issues to a Cardholder, andIssuer shall hold such funds in an account at a reputable financial institution(the "Stored Value Account" or "Activity Account"). Such amount may change fromtime to time depending upon the level of value of all activated Cards. Issuerwill maintain accurate records of the value balances on each Card. Issuer willalso maintain funds in a reserve account ("Reserve Account") at a financialinstitution agreed upon with DFS in an amount specified in Exhibit A. Issuershall not have access to the Reserve Account, except as permitted pursuant tothe terms of the Reserve Account Agreement, and shall not remove funds from theStored Value Account, except through the actions of the Processor or financialinstitution holding the Stored Value Account to pay DFS any amounts Issuer owesDFS, to distribute earned fees and funds from expired cards to Issuer and torefund excess amounts to Issuer when approved by DFS. Issuer grants DFS a rightto offset amounts from the Reserve Account and Stored Value Account for thepurposes set forth in Section 4.0 for amounts owed by Issuer to DFS.

2.2.g Issuer will maintain all funds received to establishthe value of Cards in a segregated account at a reputable financial institution,and shall hold such funds pending issuance of an Authorization for anexpenditure of such funds and Issuer's Settlement obligation to DFS for suchfunds that have been the subject of a Card Sale. Issuer will remain responsiblefor Settlement to DFS until all amounts have been paid to DFS.

2.2.h Issuer will be responsible for providing all customerservice to Cardholders with respect to Cards. Issuer shall provide a Cardholderagreement with each Card that is sold or distributed to a Cardholder, and suchCardholder agreement shall disclose all rules, terms, limitations and conditionsof use of the Card to the Cardholder, including any mandated by GovernmentalRequirements. Issuer shall also provide a toll-free telephone number and/orInternet site access to enable the Cardholder to obtain customer service and tocomplete ordinary service functions such as checking Card balance, lasttransactions, etc. In all cases, Issuer will insure that it provides anappropriate level of security for all such inquiries and customer serviceissues. Issuer will provide live operator customer service availability for notless than eight (8) hours per day Monday through Friday, and will deliver suchcustomer service using service standards at least equal to those being providedby others in the industry. Automated Response customer support will be availableat all other times. Both DFS and Issuer will monitor call volume duringnon-serviced hours. Hours will be adjusted during peak call volume times and ifcall volume warrants adjustment.

2.2.i Issuer will respond to any inquiries or disputes inaccordance with the procedures specified in the Operating Regulations andTechnical Specifications Manual, and Issuer shall adhere to any final DFS'decision with respect to a resolution of a dispute even though such decision mayrequire payment of amounts by Issuer.

2.2.j Issuer will electronically submit a Client Program Plan Description inthe form of Appendix E for each Client Program [*** * ***].

2.3 Issuer Use of a Processor
2.3.a If Issuer elects to utilize the services of aProcessor, Issuer must designate the Processor where indicated on Exhibit A, andthe Processor must be approved by DFS, enter into an agreement with

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DFS and must be tested and certified that it complies withthe applicable provisions of the Operating Regulations and the TechnicalSpecifications Manual.

2.3.b Issuer may elect to have a Processor perform additionalservices such as, Card personalization/production, IVR support (with not morethan an eight second response time), call center support (at least 14 hours perday), and web development, and the like. The specific services to be provided bythe Processor must be set forth where designated on Exhibit A.
**3.0 Warranties**
3.1. Issuer warrants to DFS that:

3.1.a. It is a corporation duly organized, validly existing,and in good standing under the laws of the State of Maryland, and has itsprincipal office in the State of Utah;

3.1.b. It has the corporate and legal authority and power toenter into this Agreement and to perform its obligations under the Program asoutlined in this Agreement;

3.1.c. That all financial statements furnished to DFS areaccurate in all material respects and fairly represent, in all materialrespects, the financial condition of Issuer, including contingent liabilities ofevery type, which financial condition has not changed materially or adversely asof the date of this Agreement;

3.1.d. It owns, has licensed, or otherwise has the right touse any trademarks, service marks, patents or other intellectual property thatare necessary for it to use in order to operate the Program and any ClientProgram, and any such use will not infringe upon the rights of any third party;

3.1.e. It operates its business in a safe and sound manner,and adheres to all applicable federal, state and local laws and regulations;

3.11 It is not the subject of any litigation, infringement,or enforcement action by any Person or governmental body, except as noted onSchedule 3.1 (f);

3.1.g. It has obtained all necessary licenses; consents orpermissions needed from any applicable governing authority to perform its dutiesset forth in this Agreement.

3.2. DFS warrants to Issuer that:

3.2.a It is a corporation duly organized and validly existingunder the laws of Delaware, and has its principal office in the State ofIllinois,

3.2.b It has the corporate and legal authority and power toenter into this Agreement and perform its obligations under the Program asoutlined in this Agreement and the Operating Regulations,

3.2. c It owns or has the right to use, and to authorize thelimited use by Issuer of, the trademarks, service marks or other intellectualproperty that is necessary for it and the Issuer to use in order to operate theProgram.
**4.0 Term and Termination**
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4.1. This Agreement shall commence on the Effective Date andshall remain in force for a period of three (3) years thereafter ("InitialTerm"). After the Initial Term, this Agreement shall automatically renew forsubsequent terms of one year each (each a "Subsequent Term") unless earlierterminated by one of the parties as set forth below.

4.2 This Agreement may be terminated:

4.2.a By either party, immediately upon notice to the otherparty in the event that the other party shall be wound up or dissolved; becomeinsolvent; suffer a material, adverse change in its financial condition, orrepeatedly fail to pay its debts as they come due; make an assignment for thebenefit of creditors; file a voluntary petition in****bankruptcy or forreorganization or be adjudicated as bankrupt or insolvent; or have a liquidatoror trustee appointed over its affairs and such appointment shall not have beenterminated and discharged within thirty (30) days; or

4.2.b By DFS upon two (2) business days' notice to Issuer inany case where Issuer is not maintaining the agreed upon amount in the ReserveAccount or Stored Value Account, or Issuer has failed to pay Settlement whendue; or

4.2.c By either party upon thirty (30) days' prior writtennotice to the other party in the event of any material breach of this Agreementby such other party; provided, however, that this Agreement shall not terminateat the end of said thirty day notice period, if in the discretion of the partyseeking to terminate, the party in breach has cured the breach of which it hasbeen notified, prior to the expiration of said period; or

4.2.d By either party, upon written notice provided not lessthan six (6) months prior to the expiration of the Initial Term or of anySubsequent Term.

4.3 Upon termination of this Agreement, DFS may offset fundsfrom the Reserve Account or Stored Value Account to pay for any amounts that areowed to DFS by Issuer, and may continue to offset from the Reserve Account orStored Value Account for any amounts owed to it for the period that extendsuntil 90 days after the expiration date of the last Card issued by Issuer. Uponpayment to DFS of all amounts owed to it, DFS will release any remaining amountsheld in the Reserve Account and will instruct the bank or Processor to releaseany remaining value in the Stored Value Account. DFS will provide Issuer withadvance notice and an accounting of any amounts withdrawn from the ReserveAccount.

4.4 Upon termination or suspension of this Agreement, Issuerwill immediately cease to issue or sell additional Cards. Issuer will continueto perform its****appropriate functions for closing out the existing valueon all Cards for 90 days after the expiration date of the last Card issued byIssuer.

4.5 If Issuer fails to pay any Settlement amount when due, ordoes not maintain agreed upon balances in the Reserve Account or Stored ValueAccount, in addition to DFS' rights set forth in Section 4.2.b, DFS mayimmediately suspend this Agreement and may notify Issuer to suspend issuance oractivation of additional Cards. In such event, after DFS has provided notice toIssuer, Issuer shall make an immediate transfer by Fed wire of the funds owedDFS or of the shortfall of funds into the Reserve Account or Stored ValueAccount. For each day that Issuer fails to pay Settlement in full to DFS, Issuershall pay as liquidated damages to DFS an amount equal to 10% of the amount thatIssuer has failed to pay, up to a maximum of ten (10) days. If Issuer has failedto pay DFS all amounts owed to it by the tenth day after Issuer has receivednotice of its failure to pay DFS, the Agreement shall be terminated inaccordance with Section 4.2.b.

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5.0 Confidentiality**
5.1. In the course of fulfilling their respective dutiesunder this Agreement, DFS and Issuer may each disclose or communicate to theother party information and data that it deems as confidential or proprietary toit ("Confidential Information"). The term " Confidential Information" shallinclude, without limitation, all information and materials pertaining to theNetwork, Merchants, Discover Card Cardmembers, Clients or prospective Clients,Cardholders, technology, trade secrets, "know-how," products, facilities,processes, operations, suppliers, marketing objectives and plans, pricing andother information pertaining to the business affairs of DFS and Issuer and theirrespective affiliates and subsidiaries. The term "Confidential Information" alsoincludes the existence of and the terms of this Agreement and each of theExhibits, Schedules and Appendices that are a part thereof and any material thatis clearly designated by DFS or Issuer as "Confidential." The term "ConfidentialInformation" shall include information or data that is in oral, written or othervisual form, or recorded on tape, electronic or other media. The term"Confidential Information" shall exclude (a) information in the public domain orinformation that becomes available to the general public without restrictionthrough no wrongful act or omission of the receiving party, (b) informationreceived from a third party having a right to transfer such information, (c)information that is independently developed by the receiving party withoutreference to Confidential Information of the other party; or (d) informationthat is known by the receiving party or its affiliates or subsidiaries prior todisclosure by the disclosing party. Confidential Information disclosed by DFSshall be known as "DFS Confidential Information" and Confidential Informationowned by Issuer shall be known as "Issuer Confidential Information."

5.2. Issuer agrees that DFS Confidential Information shall beused by Issuer only to perform its obligations under this Agreement. DFSConfidential Information received by Issuer shall be kept confidential and shallnot be disclosed, directly or indirectly, to any third party unless DFS consentsin writing to such disclosure, and then only upon the prior execution of aconfidentiality agreement containing terms substantially similar to those inthis Section 5.0 by the third party to whom Issuer desires to disclose suchinformation. Issuer further acknowledges that the information contained inAppendix A to Schedule 7.1 is highly confidential and may be disseminated onlyto Issuer's Chief Operating Officer and Chief Financial Officer.

5.3. DFS agrees that Issuer ConfidentialInformation shall be used by DFS only to perform its obligations under thisAgreement. Issuer Confidential Information received by DFS shall be keptconfidential and shall not be disclosed, directly or indirectly, to any thirdparty unless Issuer consents in writing to such disclosure, and then only uponthe prior execution of a confidentiality agreement containing termssubstantially similar to those in this Section 5.0 by the third party to whomDFS desires to disclose such information. DFS further agrees not to use Clientor Cardholder information or lists obtained pursuant to this Agreement toattempt to solicit Clients for a product that is similar to that being offeredby Issuer under the Program, or to solicit Cardholders for direct sales of DFS'own gift card product. Notwithstanding the previous language, nothing herein isintended, or shall be deemed, to limit or prohibit DFS from maintaining in anyway its usual and ordinary relationships with Merchants and Discover CardCardholders or to offer Merchants or Discover Card Cardmembers the ability topurchase any product or service, including gift or cash cards offered by DFS orother parties.
5.4. Notwithstanding the above restrictions, DFS or Issuermay disclose Confidential Information if either DFS or Issuer receives asubpoena or order of a court or an agency or government authority of competentjurisdiction which is binding on the receiving party, and which compels thedisclosure of Confidential Information, provided that the receiving party willimmediately notify

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the disclosing party of the receipt of a subpoena or order so as to permitthe disclosing party to contest any such subpoena or order.

5.5. The provisions of this Section 5.0 shall survive termination of thisAgreement.
**6.0 Responsibilities and Indemnification**
6.1 DFS shall indemnify and hold Issuer, its affiliates,subsidiaries and their respective officers, directors, employees andrepresentatives harmless from any and all losses, damages, claims, settlementsand liabilities, including without limitation, any outside attorneys' fees andcourt costs reasonably incurred by an indemnified party (excluding indirect,consequential, punitive, special or exemplary damages) arising as a result of orin connection with the following:

(a)    Any intentionally wrongful or negligent act or omission ofDFS, its affiliates or subsidiaries, and their respective officers, directors,employees, agents or third party service providers thereof in connection withthe performance of the duties and obligations of DFS under this Agreement;

(b)    Any failure by DFS to comply with any term of this Agreement,or any breach of any warranty or representation made by DFS in this Agreement;and

(c)    Any failure by DFS to comply with its obligations under anyand all laws, rules and regulations applicable to DFS' obligations under thisAgreement.

6.2 Issuer shall indemnify and hold DFS, its affiliates,subsidiaries and their respective officers, directors, employees andrepresentatives harmless from any and all losses, damages, claims, settlementsand liabilities, including without limitation, any outside attorneys' fees andcourt costs reasonably incurred by an indemnified party (excluding indirect,consequential, punitive, special or exemplary damages) arising as a result of orin connection with the following:

(a)    Any intentionally wrongful or negligent act or omission ofIssuer, its affiliates or subsidiaries, and their respective officers,directors, employees, agents or third party service providers thereof in****connection with the performance of the duties and obligations of Issuer underthis Agreement;

(b)    Any failure by Issuer to comply with any term of thisAgreement, or any breach of any warranty or representation made by Issuer inthis Agreement; and

(c)    Any failure by Issuer to comply with its obligations underany and all laws, rules and regulations applicable to Issuer's obligations underthis Agreement.

6.3 Additionally, each party indemnifies and holds the otherharmless from any loss, damages, claims, liabilities or expenses (includingreasonable attorney's fees) to which they may be subject arising out of theinterface of their respective systems as it may relate to this Agreement or theservices to be provided hereunder.

6.4 If either party desires to obtain indemnity from theother party hereunder, it shall notify the other party, as soon as practicable,of the claim(s) to be indemnified against and shall permit the other party toassume and maintain the defense thereof with counsel selected by theindemnifying party. The indemnified party agrees to provide any reasonableassistance requested by the indemnifying party in order to defend an indemnifiedclaim.

6.5 The provisions of this Section 6.0 shall survivetermination of this Agreement.

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**7.0 Financial Requirements**
7.1 DFS shall prepare and send to Issuer an invoice eachmonth for all amounts due by Issuer or DFS under this Agreement, as calculatedpursuant to the Pricing and Fee Schedule attached hereto as Schedule 7.1. Issueror DFS agrees to pay all undisputed charges set forth on the invoice in fullwithin thirty (30) days of the date of the invoice, unless otherwise provided inSchedule 7.1.

7.2 If Issuer disputes any amounts on any invoice and suchdispute cannot be resolved promptly through good faith discussions between theparties, Issuer shall pay the amounts due under this Agreement less the disputedamount, and the parties shall diligently proceed to resolve such disputedamount. An amount will be considered disputed in good faith if (i) Issuerdelivers a written statement to DFS, (ii) such written statement represents thatthe amount in dispute has been determined after due investigation of the factsand that such disputed amount has been determined in good faith, and (iii) allother amounts due from Issuer that are not in dispute have been paid inaccordance with the terms of this Agreement.

7.3 Issuer will maintain a Reserve Account as set forth inSection 2.2.f. Interest earned from the Reserve Account will be paid to Issueras agreed between the Issuer and the Bank holding the Reserve Account.

7.4 Issuer will maintain the specified amount of funds in theStored Value Account in accordance with the formula set forth in****ExhibitA, and Issuer's Processor shall use such funds to pay Settlement to DFS for allCard Transactions. Issuer shall not have direct access to the Stored ValueAccount. Funds in the Stored Value Account may be removed only by Processor orthe financial institution to pay amounts owed to DFS or to return to Issueramounts in excess of the balance required in Exhibit A. DFS will monitor andreview the Stored Value Account on a monthly basis to determine Issuer'scompliance with the requirements of this Agreement. DFS will consider moving toa quarterly review of the Stored Value Account upon demonstration by Issuer ofsix months of maintaining required balances in the Stored Value Account.

7.5 Issuer and DFS will keep true and accurate books ofaccounts and records concerning this Agreement and all Program requirements inaccordance with sound accounting practices, employing standards, procedures andforms in conformity with generally accepted accounting principles in the UnitedStates. Issuer will provide periodic reports to DFS regarding the number of CardAccounts, the dollar amount of outstanding balances on Cards and Card Accounts,and such other information that DFS may reasonably request from time to time.

7.6 Issuer and DFS agree to arrange a mutually acceptabletime to review financial arrangements, financial stability, and Program results.

7.7 Issuer will immediately provide DFS with any informationregarding fraudulent activity with respect to Card Transactions, Carddistribution, Card delivery/storage or any fraudulent activity that couldjeopardize the integrity of the Network, the Discover brand or the Discover/NOVUSAcceptance Mark image. Each situation will be discussed and appropriateresolution or modifications will be determined. Resolution may result in changesimpacting current procedures and will be discussed to determine mutuallyagreeable timeframe for implementation. DFS will immediately notify Issuer ofany fraudulent activity on the Network or other activity against DFS productsand services that may affect Issuer.

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7.8 Issuer may assess fees and other charges when it collectsfunds from Clients or Cardholders for the issuance or usage of the Card. Thesefees and other charges must be charged and collected in accordance withapplicable federal and state regulations, and must be disclosed to Cardholdersprior to sale, activation or initial use of the Cards.

7.9 Issuer will pay any stand-in Authorization from anyMerchant detailed in Schedule 7.1 which posts to an account and which thetransaction is greater than the available balance on the card. All otherMerchants should not stand-in for Authorization of these Card Transactions.
**8.0 Intellectual Property Ownership**
8.1 Each of the parties will retain all rights of ownershipin the respective property that they own as of the date of this Agreementincluding, without limitation, patent rights, licenses, copyrights, servicemarks and trademarks in the software and systems each party operates as of thedate of this Agreement, or that it develops or has developed for the purposes oradministering the Program, providing services, or otherwise.

8.2 DFS shall continue to own all rights with respect toanything related to the Network, the Merchants and Discover Card Cardmembers,including, without limitation, all data and information related thereto orderived there from.

8.3 Issuer will own all Client information and lists andCardholder information and lists that it develops specifically for the purposesof this Program.

8.4 Issuer warrants and agrees that it has not provided anyproprietary or Confidential Information to DFS in order for DFS to operate theNetwork, process Cards, or otherwise fulfill any of its duties under theProgram.
**9.0 Limited Authorization for Discover/NOVUS Acceptance Mark Usage**
9.1 DFS grants Issuer the non-exclusive right to use theDiscover/NOVUS Acceptance Mark for the limited purpose only of placing such Markon Cards to indicate that Cards may be used within the Network. Issuer mustfollow the guidelines for use of the Discover/NOVUS Acceptance Mark set forth inthe Operating Regulations and the Technical Specifications Manual. Issuer shallnot use the Discover/NOVUS Acceptance Mark, any registered trademarks, logos orname of DFS or any DFS affiliate company, or any other proprietary designationsof DFS on any materials without first submitting all such materials to DFS andobtaining DFS' prior written consent.
**10.0 General**
10.1 Neither party may assign this Agreement without theexpress written consent of the other party.

10.2 This Agreement may not be amended, modified or changedin any way except by a written instrument executed by an authorizedrepresentative of each party.

10.3 The parties to this Agreement shall be deemed to beindependent contractors. Nothing in this Agreement shall be construed as makingthe parties agents, employees, joint venturers, or partners.

10.4 Issuer and DFS will each comply in all material respectswith all Governmental Requirements that apply, respectively, to each of them forall applicable jurisdictions in which the Program will operate.

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10.5 Neither party hereto shall be held responsible for anydelay or failure in performance hereunder caused in whole or in part by fire,strike, flood, embargo, labor dispute, act of sabotage, not, accident, delay ofcarrier or supplier, voluntary or mandatory compliance with any governmentalact, regulation or request, act of God or by public enemy, or any third partyact or omission or other cause beyond such party's control. If any suchcontingency shall occur, this Agreement shall be deemed extended by the lengthof time such contingency continues. The parties shall use their best reasonableefforts to minimize the consequences of a force majeure event.

10.6 If any provision of this Agreement is held to beillegal, unenforceable or invalid, no other provision of this Agreement shall beaffected thereby, and the remaining provisions of this Agreement shall beconstrued and reformed and shall continue with the same effect as if suchillegal, unenforceable or invalid provision was not a part hereof.

10.7 Any waiver (express or implied) by either party of any default or breachof this Agreement shall not constitute a waiver of any other or subsequentdefault or breach.

10.8 The headings and captions contained in this Agreementshall not be considered to be a part hereof for purposes of interpreting orapplying this Agreement, but are for convenience only.

10.9 This Agreement may be executed in counterparts, each ofwhich will be deemed an original and both of which together will constitute oneinstrument.

10.10 In the event of any conflict or inconsistency betweenthe terms of this Agreement and those of the Operating Regulations or TechnicalSpecifications Manual, the terms of this Agreement shall govern.

10.11 This Agreement shall be governed by and construed inaccordance with the laws of the State of Illinois, excluding its choice of lawprinciples.

10.12 Either party may request an audit of the records of theother party that pertain to performance of the other party's duties under thisAgreement, provided that (i) only one audit of a party shall be permitted duringany year of this Agreement, (ii) the requesting party must provide not less than30 days prior notice of the requested audit, (iii) the audit may only beperformed during normal business hours and may not disrupt the ordinaryoperations of the party being audited, (iv) the audit must be performed by anindependent third party that executes a confidentiality agreement with termssubstantially similar to the terms contained in Section 5.0 hereof, (v) the costof the audit shall be evenly split by DFS and Issuer, as set forth in Schedule7.1.

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10.13 All notices required or provided for in****thisAgreement shall be in writing and delivered by hand or by overnight courier, orsent first class mail and notices shall be addressed as follows:

If to DFS:

Discover Financial Services, Inc.

2500 Lake-Cook	Road 

Riverwoods, IL	60015 

Attention: Joe	Hurley, 

BB 3-E

 

Copy to:

 

Discover Financial Services, Inc.

2500 Lake-Cook	Road 

Riverwoods, IL	60015

Attention:	General Counsel

If to Issuer:

NBO Systems, Inc.

3676 West California Ave. Bldg D	Salt Lake City, UT 84104

Attention: Keith Guevara

 

Copy to:

 

NBO Systems, Inc.

3676 West California Ave. Bldg D	Salt Lake City, UT 84104

Attention: General Counsel

With the intention to be bound by the terms of thisAgreement, the parties have executed this Agreement by causing their respectiveauthorized representatives sign where indicated below.
Discover Financial Services, Inc.  		 NBO Systems, Inc.By: /s/[illegible signature]  		 By: /s/ Keith Guevara Title: S.V.P.    Title: Chairman/CEO
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Issuer--Profile

Exhibit A

Issuer **NBO Systems, Inc.**
[*** * ***]*** * ***
Date of First Card Issued (Start-up) October, 2002 
Designated Processor **Metavante**
Processor will perform the following tasks:

Provide a positive or declined	Authorization to Merchants through the Network Maintain data regarding Card	and Card Account balances

Settle funds daily with DFS for	Card Transactions

Obtain funds from Issuer account

Report monthly as provided in	this Agreement and the agreement between DFS and Processor

Card personalization/production -	As agreed to between Issuer and Processor IVR support -- As agreed to	between Issuer and Processor

Call center support/customer	service - As agreed to between Issuer and Processor Dispute processing

Web development - As agreed to	between Issuer and Processor
- Processor will hold Authorization for  10  days
- Issuer understands that Merchants have 90 days to Settle on Authorized	transactions

Printer of cards **Card Pro**
Address **7630 South Quincy Street, Willow brook IL**
Phone/Contact: Edward Hearne (630) 794-8134 
Bank Information

Reserve Account funds held at: 

Amount in Reserve Acct. [*** * ***] 
Acct # 

Stored Value Account Funds held at: Florida Bank N.A. 
% against active funds [*** * ***]
Acct # [*** * ***]
Processor to collect funds from account held at Florida Bank N.A.		
Acct # [*** * ***]
Approved initial Client list: [*** * ***]

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Schedule 7.1Pricing and Fees

1. Set-Up Fees
A. Issuer Set-Up Fee. Issuer shall pay DFS a one-time fee toset up its Program with DFS in the amount of [*** * ***.]
**2.**Client Program Fees**
A.    Issuer shall pay DFS a New ClientProgram fee for the first Program year of each new approved Client Program inthe amount of [*** * ***].

B.    For each Program year after the firstyear of a Client Program, Issuer shall pay a Client Program fee, per each ClientProgram, of [*** * ***].
**3. Account Number License Fees.
A. [*** * ***]
**4. Transaction Pricing
A. Issuer shall pay DFS a fee based upon the number ofAuthorization transactions processed by DFS. The amount of this fee iscalculated by adding two numbers the first of which is derived from (i) thenumber of positive authorizations multiplied by the applicable Fee level and thesecond of which is derived from (ii) the number of declined Authorizationsmultiplied by the applicable Fee level.
**# Positive Authorizations [*** * ***]
**#**Declined Authorizations [* * ***]
**5. Miscellaneous Fees and Costs.
A. Micro-transactions (defined as transactions under [**** ***]) shall be permitted for up to [*** * ***] of the totalCard Sale transactions (by number of transactions, not dollar volume) per monthfor each separate Client Program. When the number of Micro-transactions

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Reaches [*** * ***], for each Micro-transactionthereafter, Issuer shall be charged [*** * ****** * ***].

B. If, as a result of stand-in floor limits properly invokedby any merchant, any amount of a Card Sale is not recoverable, the amount thatcannot be recovered will be paid by Issuer.

C. DFS will consider requests from Issuer to provide thefollowing additional services at the additional fees set forth below:
-  DFS will consider creation of new reports that are not	part of the current Stored Value report package outlined in Technical	Specifications Manual at an agreed- upon cost, to be determined according to	the requested report.If either party requests an audit of the other party with	respect to its duties under this Agreement (no more than one audit shall be	permitted in total during each year of the Agreement), [*** * ***].Any changes to the Program requested by Issuer that	require systems or other technology work to be performed shall be first	estimated by the DFS Business Technology Group, and shall be billed at [***	* ***].
D. As set forth in the Agreement, DFS presently does notoffer any of the following services, but may, upon agreement with Issuer,consider offering such services at an additional fee.
-  Loading value to, or activating the value of, Cards at	Merchant point of sale locations.Providing balance inquiries for Cards at point of sale	locations.Providing cash advances at ATMs or financial institutions	for Cards.
A. 6. [*** * ***]. DFS will pay to Issuer, an amount that iscalculated by multiplying [*** * ***
The amount of the Revenue share may be netted from anyamounts that Issuer owes to DFS, or will be paid directly to Issuer if theRevenue Share owed to Issuer exceeds the amounts Issuer owes to DFS.

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Carved-out Merchant ListAppendix A

The list of Merchants on this Appendix A is HighlyConfidential and may not be distributed to any party except the Chief OperatingOfficer and the Chief Financial Officer of Issuer.***** * ***
This Appendix A may be revised from time to time by DFS, andDFS will provide any revisions to Issuer.

Issuer hereby acknowledges the confidential nature and its receipt of thisExhibit A: 

By: /s/ Randy J. Steck 
Randy J. Steck, COO and CTO

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****
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Schedule 3,1 (f) Current litigation, infringement, or actions:

NONE

NBO Systems, Inc.

By: /s/ Keith														Guevara 
Title: CEO 
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RESERVE AGREEMENT

THIS RESERVE AGREEMENT ("Reserve Agreement") is entered intoas of October 11 , 2002 between DISCOVER FINANCIAL SERVICES, INC. ("DFSI")and NBO Systems, Inc. ("NBO").

RECITALS

WHEREAS, DFSI and NBO are parties to a Cash Card IssuerAgreement effective as of October 11,2002, ("Agreement"); and
WHEREAS, as a condition of entering into the Agreement and inorder to secure NBO's potential liabilities to DFSI arising under the Agreement,NBO has agreed to maintain the Account, as defined below, according to the termsset forth herein;

WHEREAS, DFSI has a right to terminate the Agreement if NBOdoes not maintain the required amounts in a reserve account; and

WHEREAS, DFSI agrees that from and after the date ofexecution of this Agreement, and subject to the terms set forth herein, it shallforbear in exercising its right to terminate the Agreement.

NOW THEREFORE, in consideration of the foregoing and themutual agreements contained herein, DFSI and NBO agree as follows:

1.    DFSI agrees, from and after the date ofexecution of this Reserve Agreement and subject to the terms set forth herein,to forbear in exercising its right to terminate the Agreement.

2.    NBO agrees to continue to perform itsobligations under the Agreement and any and all amendments thereto.

3.    For value received and in considerationof continuing the Agreement, NBO agrees with DFSI that, to secure the payment ofall Liabilities, as hereinafter defined, NBO hereby grants to DFSI a securityinterest in, assigns to DFSI, and agrees that DFSI shall have a lien upon, allinterest of NBO, whether now existing or hereafter arising, in the Account, ashereinafter defined, all interest credited thereto and any certificates ofdeposit or other property which may from time to time be acquired directly orindirectly using proceeds of such property (collectively referred to herein as"Reserve").

4.    In this Reserve Agreement, "Liabilities"means all obligations of NBO to DFSI arising under the Agreement, as theAgreement may be amended, modified and/or renewed, or under any successoragreement, and any other obligation of NBO to DFSI whether direct or indirect,absolute or contingent, or now or hereafter existing or due or to become due.

5.    In this Reserve Agreement, "Account"means the money market deposit account no. 504947 held in the name of NBOat Discover Bank, in the amount of $ 250,000 ("Initial Balance").

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6.     NBO agrees thatDFSI may, if necessary and only after notice to NBO and NBO fails to correct anydefault within 24 hours of such notice, resort to the Reserve for payment of theLiabilities. NBO further agrees that Discover Bank shall be permitted and ishereby instructed to honor the instructions of DFSI to set-off, debit and/orwithdraw Reserve from the Account for payment of the Liabilities as stipulatedin this agreement.
7.     NBO agrees that the maintenance ofthe Account with a balance of no less than the Initial Balance is a condition ofthe Agreement, and that in the event that DFSI resorts to the Reserve forpayment of the Liabilities, NBO will immediately deposit in the Account anyamounts necessary to restore the Initial Balance of Settlement amounts otherwisepayable to NBO under the Agreement. In the event that the balance in the Accountis less than the Initial Balance, DFSI may terminate the Agreement; providedthat DFSI's waiver of this right in any instance shall not be deemed a generalwaiver or imply that subsequent waivers may be granted. DFSI will notify NBO ofDFSI intent to terminate the agreement, allowing the time to cure as specifiedin the Agreement.

8.     NBO agrees that the Reserve shallbe held for the benefit of DFSI for the term of the Agreement and for a periodof up to one year thereafter, or for such longer period during which NBO or anyof its assets may be subject to a bankruptcy or insolvency proceeding and/orunder the control of a trustee or receiver. NBO acknowledges that it shall notbe permitted to withdraw, transfer, pledge, hypothecate or otherwise impairDFSI's interest in the Reserve during the period that it is held for the benefitof DFSI; provided that DFSI will permit interest on the Account at a prevailingmoney market rate in effect from time to time commencing on the effective dateof the Account to be credited to the Account or, if the account is not deficitin any way, to be distributed quarterly to NBO where the balance of the Reserveis greater than the Initial Balance.

9.     Notwithstanding anythingto the contrary in the Agreement, NBO agrees that the Agreement shall terminateimmediately without notice if NBO files an action to recover the proceeds of theAccount, creates a lien superior to that of DFSI in the Account or otherwiseviolates the terms of the Agreement or this Reserve Agreement.
10.     This Reserve Agreement providesfor rights and remedies in addition to and not in limitation of those containedin the Agreement. Accordingly, the Agreement may be terminated in accordancewith its terms and any rights and remedies provided thereunder may be exercisednotwithstanding compliance with the terms of this Reserve Agreement.

11.     Capitalized terms which are nototherwise defined in this Reserve Agreement are used as such terms are definedin the Agreement.

12.     This Reserve Agreement is governed by the laws ofthe State of Delaware.

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IN WITNESS WHEREOF, this Reserve Agreement has been executedby authorized officers of DFSI and NBO.
NBO Systems, Inc.   DISCOVER FINANCIAL SERVICES, INC.By: /s/ Keith Guevara   By: /s/ [illegible signature] Title: Chairman/CEO   Title: S.V.P. Date: October 9, 2002   Date: October		11, 2002 
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