TICKET ISSUER AGREEMENT

This Ticket  Issuer  Agreement  ("Agreement")  is entered into as of January 21,
2004  ("Effective   Date"),  by  and  between  Utix  Group,   Inc.,  a  Delaware
corporation,  whose address is 170 Cambridge Street,  Burlington,  Massachusetts
01803  ("Ticket  Issuer") and  Discover  Financial  Services,  Inc.  ("DFS"),  a
Delaware  Corporation,  whose  address  is 2500  Lake  Cool:  Road,  Riverwoods,
Illinois 60015.

RECITALS

A.      Ticket Issuer will design,  produce,  market, and make available Tickets
        to various individuals.

B.      Ticket  Issuer  may offer  Tickets,  directly  or  through  Clients,  to
        consumers for sale via websites and through other distribution channels,
        as approved by DFS.

C.      DFS  operates a Network  that will allow  Ticketholders  to  purchase an
        experience from  participating  Merchants using Tickets issued by Ticket
        Issuer.

D.      Merchants  will  comply  with  Network  Operating  Regulations  and will
        Authorize and Settle according to their contracts.

E.      Purchase  value  or sales  are  based on the  amounts  allocated  to the
        Ticket,  pursuant to the following  terms governing the creation and use
        of these Tickets.

F.      Ticketholders shall be able to use the Tickets to purchase an Experience
        at Merchants honoring Discover Cards.  Ticketholders  shall not have the
        ability to make cash withdrawals.

1.0     DEFINITIONS

The following  definitions apply to the terms outlined within this Agreement and
shall have the following meanings:

a.      ACCOUNT  NUMBER  means the unique  16-digit  number  assigned  by Ticket
        Issuer to a Ticket, as derived from the BIN.

b.      AGENT means a Person approved and/or  certified by DFS that will perform
        specified functions on behalf of Ticket Issuer.

c.      AGREEMENT means this "Ticket Issuer Agreement" between the Ticket Issuer
        and  DFS and  shall  include  any  attachments,  appendices,  schedules,
        addenda, and amendments thereto.

d       AUTHORIZATION  OR AUTHORIZE means the process whereby Ticket 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.

e.      BIN means the range of Account  Numbers  allocated  to Ticket  Issuer by
        DFS.

f.      CLIENT  means a Person  with whom  Ticket  Issuer  has  entered  into an
        agreement to provide Tickets to certain groups of specified individuals,
        retailers or for a particular marketing program.

g.      CLIENT  PROGRAM  means each  separate  and  discrete  marketing or other
        PROGRAM that Ticket  Issuer has agreed to provide in  connection  with a
        Client.  As used in this definition,  a separate and discrete program is
        one that requires DFS to complete more than an inconsequential amount of
        additional  operations,  systems  or other  work in  order to allow  the
        program to operate on the Network.

h.      DISCOVER/NOVUS   ACCEPTANCE  MARK  means  the  logo  designated  in  the
        Technical  Specifications Manual under Graphic Guidelines that indicates
        that a Card may be accepted at participating venues.

i.      EXPERIENCE  means an activity in which a Ticket  holder  engages that is
        provided by a business with which Ticket Issuer has contracted.

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j.      GOVERNMENTAL  REQUIREMENTS  means any local,  state or federal  laws, as
        they may be in effect  from  time to time,  that are  applicable  to the
        Program.

k.      ISSUER OPERATING  REGULATIONS  shall mean the operating  regulations set
        forth as  Exhibit A hereto  that  describe  certain  of Ticket  Issuer's
        duties  and  obligations  with  which it must  comply  in order to issue
        Tickets that may be used in the Network.

1.      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.

m.      NETWORK means the Discover/NOVUS Network of Merchants.

n.      PERSON means any individual  human being,  or any individual  created at
        law,  including  without  limitation,  a partnership,  limited liability
        company, government agency or corporation.

o.      PROCESSOR means a certified processor of Card and Ticket Transactions on
        the   Discover/NOVUS    Network,    including,    without    limitation,
        Authorizations and the appropriate response to be sent to the Merchant.

p.      PROGRAM  means the plan,  described in this  Agreement and the Operating
        Regulations, pursuant to which Ticket Issuer shall; (i) issue Tickets to
        Ticketholders;  and (ii) use the services offered by Discover  Financial
        Services,  Inc. to facilitate the  Authorization  and Settlement of Card
        Transactions.

q.      RESERVE  ACCOUNT  shall  have  the  meaning  given  that term in Section
        2.2.f.

r.      RESERVE  ACCOUNT  AGREEMENT  means the  agreement  entered  into between
        Ticket Issuer, DFS and Morgan Stanley, which the Reserve Account will be
        established with respect to the terms of the Reserve Account.

s.      SETTLE means the act of making a Settlement payment.

t.      SETTLEMENT means  respectively,  (i) for DFS, amounts DFS is required to
        pay Merchants for Ticket  Transactions,  and (ii) for Ticket Issuer,  an
        amount payable by Ticket Issuer to DFS for Ticket Transactions,  as more
        fully  described  in this  Agreement  and Section  7.0 of the  Operating
        Regulations.

u.      START-UP DATE means the date on which both the Processor and the Network
        are  ready to and  capable  of  accepting  and  processing  transactions
        bearing the BIN numbers assigned to Ticket Issuer.

v.      STORED  VALUE  ACCOUNT  shall  have the  meaning  given to that  term in
        Section  2.2.f.

w.      Technical  Specifications  Manual  means the  document  incorporated  by
        reference  into this  Agreement  as  Exhibit B that  contains  technical
        specifications  applicable  to the  Program.

x.      TICKET  means either a  stored-value  (i) plastic  card  displaying  the
        Discover/NOVUS  Acceptance  Mark, or (ii) Card Account  (e.g., a virtual
        card)  that  may be used  for  purchases  in  situations  in  which  the
        Cardholder is not physically  present at a Merchant's  retail  location.
        Tickets must be produced by an authorized production facility,  and must
        comply with the specifications of the Technical Specifications Manual.

y.      TICKET  SALE  means  a Card  Transaction  by a  Cardholder  that  is the
        purchase of goods or  services.

z.      TICKETHOLDER means an adult (i.e.,  person at least 18 years of age) who
        has  purchased a Ticket  issued by Ticket  Issuer,  or any person who is
        designated by the Ticketholder as an authorized user of a Ticket.

aa.     TICKET  TRANSACTION means a transaction  involving a Ticket,  including.
        without  limitation,  any of the  following,  a Ticket  Sale,  a Credit,
        return, a Chargeback, or an Adjustment, as such terms are defined herein
        or in the Issuer Operating Regulations.

2.0     PROVISION OF SERVICES

2.1     RESPONSIBILITIES OF DFS.

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2.1.a   DFS shall provide  Ticketholders  with point of sale access to Merchants
        pursuant to current  contractual  arrangements with such Merchants.  DFS
        does not  guaranty  that all  Merchants  will  accept  Tickets,  or that
        Merchants  will accept all Ticket  Transactions.  In order to be used in
        the Network,  Tickets must have the  capability  to  communicate  with a
        Processor for its Authorization and Settlement services.

2.1.b   For each Ticket Sale,  DFS will be  responsible  for  Settlement  of the
        amount of such Ticket Sale to the Merchant pursuant to the terms of DFS'
        Merchant Services Agreement with the Merchant.

2.1.c   DFS will submit to Ticket Issuer or Ticket  Issuer's  Agent a Settlement
        transmittal  file (in the form and  format  specified  in the  Technical
        Specifications  Manual) in order for Ticket Issuer to pay DFS for Ticket
        Transactions.

2.1.d   DFS grants Ticket Issuer a  non-exclusive,  non-transferable  license to
        use Account  Numbers  that DFS assigns to it for the Program  under this
        Agreement. DFS will assign a unique BIN for Ticket Issuer's Program, and
        the numbers in the  assigned  BIN shall be used only for Tickets  issued
        under this  Agreement.  The initial BIN assigned by DFS to Ticket Issuer
        shall be  sufficient to  accommodate  the  cumulative  number of account
        numbers set forth in Schedule 7.1 (pricing and fees) to this  Agreement.
        DFS will release to Ticket  Issuer  subsets of the numbers in the BIN as
        needed to  accommodate  the scope of Client  Programs about which Ticket
        Issuer has advised DFS pursuant to the terms of THIS AGREEMENT. Once the
        INITIAL BIN  assignment is EXHAUSTED,  AN ADDITIONAL  ALLOCATION  MAY BE
        GRANTED TO TICKET ISSUER AT THE DISCRETION OF DFS.

2.1.e   DFS will provide  Ticket Issuer with a copy of Technical  Specifications
        Manual that contains the graphic  specifications  for the display of the
        Discover/NOVUS  Acceptance  Mark and usage of such  mark on the  Ticket.
        Ticket  Issuer  will  submit  to DFS  for  review  copies  of  all  art,
        packaging,  and advertising and marketing  materials  related to Tickets
        that  incorporate  the  Discover/NOVUS  Acceptance  Mark  or  any  other
        references  to DFS,  and DFS will  review all such art,  packaging,  and
        advertising and marketing materials provided by Ticket Issuer within ten
        (10)  Business  Days of receipt,  provided  that DFS must  receive  from
        Ticket  Issuer and  approve  all art,  packaging,  and  advertising  and
        marketing  materials prior to Ticket Issuer using such materials for any
        Tickets.

2.1.f   DFS will  certify a  Processor  that is able to  provide  processing  to
        issuers  within the  Network.  Only  certified  Processors  may  process
        transactions on the Discover/NOVUS Network.

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

2.1.h   DFS will provide  notification and documentation to Merchants  regarding
        disputes,  ticket retrieval and Chargeback  requests.  Ticket Issuer may
        not contact  Merchants  with respect to DFS issue,  such as any disputes
        relating  to  DFS,  ticket  retrievals  relating  to DFS  or  Chargeback
        relating to DFS.

2.1.i   DFS will  administer the dispute  process,  determine the application of
        Chargeback, and provide the Ticket Issuer notification of the resolution
        disputes,  in accordance  with the Operating  Regulations  and Technical
        Specifications Manual.

2.1.j   DFS shall route Ticket  Transaction  data to the Processor in the manner
        specified in the  Operating  Regulations  and  Technical  Specifications
        Manual.

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

2.2.    RESPONSIBILITIES OF TICKET ISSUER.

2.2.a   Ticket Issuer will issue Tickets  within a designated BIN range assigned
        by DFS.  Ticket  Issuer must  obtain DFS' prior  approval of any Clients
        with  whom  Ticket  Issuer  desires  to  create a Client  Program,  such
        approval  not  to be  unreasonably  withheld,  delayed  or  conditioned,
        subject to the approval guidelines of DFS. Schedule 2.2 (a) sets forth a
        list of unacceptable  Merchant categories.  Ticket Issuer may distribute
        Tickets  pursuant  to the terms of a Client  Program,  and shall also be
        permitted to distribute  Tickets directly through its website and retail
        locations.   Ticket   Issuer  is   responsible   for  overall   creative
        development,   design  and  marketing  of  Tickets,  including  creative
        development of Tickets and related marketing and sales materials. Ticket
        Issuer   agrees  that  the  design  of  Tickets  must  comply  with  the
        specifications  outlined in THE TECHNICAL  SPECIFICATIONS MANUAL. TICKET
        ISSUER MUST PROVIDE all MARKETING  MATERIALS  AND Ticket  designs to DFS
        for  approval  of  any  portions  thereof  that  make  reference  to the
        Discover/NOVUS  Acceptance Mark or any other  references to DFS prior to
        print or distribution.

2.2.13  Tickets issued by Ticket Issuer may not be used at ATMs or for any other
        form of cash withdrawal.  Tickets may be active when sent to a corporate
        client,  or may be activated at a retail  Client.  Tickets may be loaded
        with value via the  toll-free  number or website  operated by  WildCard.
        Ticketholders  will be able to obtain status and expiration  information
        only via IVR and Web.  Ticket Issuer  remains liable for all sales using
        active tickets that have not been purchased and delivered to a corporate
        client or retail client.

2.2.c   Ticket Issuer agrees to comply with the  Operating  Regulations  and the
        Technical   Specifications   Manual.   DFS  may  change  the   Operating
        Regulations  or  Technical  Specifications  Manual  from time to time by
        sending  written  notice to Ticket  Issuer  ninety (90) days in advance.
        However,  certain  changes  to  the  Operating  Regulations  may  become
        effective  immediately  for security  reasons.  If there is any conflict
        between  this  Agreement  and the  Operating  Regulations  or  Technical
        Specifications Manual, the terms of this Agreement will govern.

2.2.d   Ticket  Issuer may  designate or utilize  subcontractors  or Agents,  as
        provided in the Operating  Regulations to perform its obligations  under
        the  Agreement,  provided  that Ticket  Issuer has first advised DFS and
        received DFS' approval of any such  subcontractor or Agent. Any Agent or
        third  party used or  designated  by Ticket  Issuer to perform  services
        shall be deemed an Agent of Ticket  Issuer for all such purposes and not
        DFS' Agent. Ticket Issuer shall be solely responsible for the payment of
        such subcontractors or Agents.

22e     The  Processor  will approve or decline  Ticket Sales based on the funds
        value  available  for the Ticket or Account  being  offered for use at a
        Merchant,  and will respond with  appropriate  codes as sit forth in the
        Technical  Specifications  Manual.  The Ticket  Issuer  must pay DFS the
        amounts  identified  in the  daily  Settlement  file via Fed wire or any
        other  payment  method  approved  by DFS to the account and by not later
        than the time specified by DFS.

2.2.f   Ticket  Issuer  shall  be  responsible  for  obtaining  the  funds  that
        represent  the stored  value of each  Ticket  that it issues to a Ticket
        holder,  and  Ticket  Issuer  shall  hold such  funds in an account at a
        reputable  financial  institution  (the "Stored  Value  Account").  Such
        amount may change from tune

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        to time  depending  upon the  level of value of all  activated  Tickets.
        Ticket Issuer will maintain  accurate  records of the value  balances on
        each Ticket. Ticket Issuer will also maintain funds in a reserve account
        ("Reserve Account") at a Morgan Stanley institution agreed upon with DFS
        in an amount  specified in Exhibit A. The Reserve Account must be funded
        by not later than three (3) days prior to the date of the first shipment
        of Tickets under this Agreement.  Ticket Issuer shall not have access to
        the Reserve  Account,  except as permitted  pursuant to the terms of the
        Reserve  Account  Agreement,  and shall not remove funds from the Stored
        Value Account,  except through the actions of the Processor or financial
        institution  holding  the Stored  Value  Account to pay DFS any  amounts
        Ticket  Issuer  owes DFS.  Ticket  Issuer  grants  DFS a right to offset
        amounts  from the  Reserve  Account  and Stored  Value  Account  for the
        purposes set forth in Section 4 .0 for amounts owed by Ticket  Issuer to
        DFS.

2.2.g   Ticket Issuer will maintain all funds received to establish the value of
        Tickets  in  a  segregated   account  at  a  Morgan  Stanley   financial
        institution,   and  shall  hold  such  funds  pending   issuance  of  an
        Authorization  for an  expenditure  of such  funds and  Ticket  Issuer's
        Settlement  obligation  to DFS for such funds that have been the subject
        of a Ticket Sale.  Ticket Issuer will remain  responsible for Settlement
        to DFS until all amounts have been paid to DFS.

2.2.h   Ticket Issuer will be responsible for providing all customer  service to
        Ticketholders  with  respect to Tickets.  Ticket  Issuer  shall  provide
        Ticketholder  terms  and  conditions  with each  Ticket  that is sold or
        distributed  to  a  Ticketholder,   and  such  Ticketholder   terms  and
        conditions shall disclose all rules,  terms,  limitations and conditions
        of use of the Ticket to the  Ticketholder,  including  any  mandated  by
        Governmental Requirements.  Ticket Issuer shall also provide a toll-free
        telephone  number and/or INTERNET SITE ACCESS to enable the Ticketholder
        to obtain customer service and to complete  ORDINARY  SERVICE  FUNCTIONS
        SUCH AS CHECKING TICKET balance,  LAST TRANSACTIONS,  ETC. IN ALL cases,
        Ticket  Issuer will insure  that it  provides  an  appropriate  level of
        security for all such  inquiries  and customer  service  issues.  Ticket
        Issuer will  provide  customer  service  availability  for not less than
        fourteen  (14) hours per day,  and will deliver  such  customer  service
        using service standards at least equal to those being provided by others
        in the industry.

2.2.1   Ticket  Issuer will  respond to any  Ticketholder  inquiries or disputed
        transactions  in  accordance  with  the  procedures   specified  in  the
        Operating  Regulations and Technical  Specifications  Manual, and Ticket
        Issuer  shall  adhere to any  final  DFS'  decision  with  respect  to a
        resolution  of a  Ticketholder  dispute  even though such  decision  may
        require payment of amounts by Ticket Issuer,  provided that the required
        payment shall not exceed the amount of the disputed transaction.

2.2.j   Ticket  Issuer  will   electronically   submit  a  Client  Program  Plan
        Description in the form of Schedule 2.2 (j) for each Client Program that
        will use the BIN assigned to Ticket Issuer

2.2.k   Ticket Issuer agrees that from the Effective  Date until the earliest to
        occur  of (a)  January  22,  2006,  (b)  the  termination  date  of this
        Agreement or (c) the date on which DFS fails to remain current in all of
        its payments  obligations,  subject to any cure provisions  contained in
        this Agreement, to Ticket Issuer under this Agreement, including without
        limitation  DFS' payment  obligations to Ticket Issuer under Section 2.4
        below,  Ticket Issuer will work  exclusively  with DFS, and not with any
        other bank, financial institution or card or ticket processor or issuer,
        with  respect to Tickets  that may be used for an  Experience;  it being
        agreed  that for  purposes of this  Section  2.2.k,  "Tickets"  excludes
        tickets lacking electronically or magnetically stored values (informally
        known as "manual tickets").

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2.2.1   Ticket Issuer shall HAVE ENTERED INTO  AGREEMENTS  WITH  businesses that
        are  Discover  Card   Merchants  to   participate  in  its  Tickets  for
        Experiences program.

2.3     TICKET ISSUER USE OF A PROCESSOR

2.3.a   If Ticket Issuer  elects to utilize the services of a Processor,  Ticket
        Issuer must  designate the Processor  where  indicated on Exhibit A, and
        the Processor  must be approved by DFS, enter into an agreement with DFS
        and must be tested and certified  that it complies  with the  applicable
        provisions of the Operating Regulations and the Technical Specifications
        Manual.

2.3.b   Ticket Issuer may elect to have a Processor perform additional  services
        such as, Ticket  personalization/production,  IVR support (with not more
        than an eight second  response  time),  call center support (at least 14
        hours per day), and web development, and the like. The specific services
        to be provided by the  Processor  must be set forth where  designated on
        Exhibit A.

2.4     Obligations of DFS to Arrange Ticket Purchases

2.4.a   During  the first  year that this  Agreement  is in effect DFS agrees to
        arrange  the  purchase  by DFS or its  Affiliates  of at least  $200,000
        (based on ticket retail  value) of Tickets.  During the second year that
        this  Agreement is IN EFFECT,  DFS AGREES TO ARRANGE THE PURCHASE BY DFS
        OR ITS AFFILIATES of at least $300,000 (based on ticket retail value) of
        Tickets.  The  Tickets  shall  be sold to DFS for $40 for  golf  ($49.95
        retail)  and $60  ($69.95  retail)  for spa.  DFS's  obligation  in this
        Section 2.4 (a) shall only  continue  for so long that Ticket  Issuer is
        not in default  hereunder,  subject to any cure provisions  contained in
        this Agreement, remains in business and continues to sell tickets.

3.0     WARRANTIES

3.1.    Ticket 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 Delaware,  and has its principal
        office in the Commonwealth of Massachusetts;

3.1.b   It has the corporate  and legal  authority and power to enter into this
        Agreement and to perform its  obligations  under the Program as outlined
        in this Agreement:

3.1.c   That all  financial  statements  of Ticket  Issuer  furnished to DFS are
        accurate in all material respects and fairly represent,  in a11 material
        respects, the financial condition of Ticket Issuer, including contingent
        liabilities  of every type,  which  financial  condition has not changed
        materially or adversely as of the date of this employment:

3.1.d   To the  knowledge  of the  officers  of  Ticket  Issuer,  it  owns,  has
        licensed.  or  otherwise  has the right to use any  trademarks,  service
        marks, patents or other intellectual  property that are necessary for it
        to use in order to operate the Program and any Client  Program,  and, to
        the  knowledge of the officers of Ticket  Issuer,  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 Governmental Requirements.

3.1.f   It is not the subject of any  litigation,  infringement,  or enforcement
        action  by  any  Person  or  governmental  body,  which,  if  determined
        adversely to Ticket Issuer,  would have a material adverse effect on the
        business, financial condition or operations of Ticket Issuer; and

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3.1.g   It has obtained all material  licenses;  consents or permissions  needed
        from any applicable  governing authority to perform its duties set forth
        in this Agreement.

3.1.h   EXCEPT FOR WARRANTIES  EXPRESSLY MADE IN THIS  AGREEMENT,  TICKET ISSUER
        MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. TO DFS OR TO
        ANY  OTHER  PERSON,  INCLUDING,   WITHOUT  LIMITATION,   ANY  WARRANTIES
        REGARDING  THE  MERCHANTABILITY,   SUITABILITY,   ORIGINALITY,  QUALITY,
        FITNESS  FOR  A  PARTICULAR   PURPOSE,   NONINFRINGEMENT   OR  OTHERWISE
        (IRRESPECTIVE  OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR
        CUSTOM OR USAGE OF TRADE),  OR RESULTS TO BE DERIVED FROM THE USE OF ANY
        SOFTWARE,  SERVICES,  HARDWARE OR OTHER  MATERIALS  PROVIDED  UNDER THIS
        AGREEMENT.

3.2     DFS warrants to Ticket Issuer that:

3.2.a   It is a corporation  duly organized and validly  existing under the laws
        of Delaware, and has its principal office in the State of Illinois;

3.2.b   It has the  corporate  and legal  authority and power to enter into this
        Agreement and perform its  obligations  under the Program as outlined in
        this Agreement and the Operating Regulations;

3.2.c   To the  knowledge  of the  officers  of DFS, it owns or has the right to
        use, and to  authorize  the limited use by of, the  trademarks,  service
        marks or other  intellectual  property  that is necessary for it and the
        Ticket Issuer to use in order to operate the Program; and

3.2.d   It operates its business in a safe and sound manner,  and adheres to all
        applicable Governmental Requirements.

4.0     TERM AND TERMINATION

4.1     This Agreement  shall commence on the Effective Date and shall remain in
        force for a period of two (2) years thereafter  ("Initial Term").  After
        the  Initial  Term,  this  Agreement  shall   automatically   renew  for
        subsequent  terms of one year each  (each a  "Subsequent  Term")  unless
        earlier terminated 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 other party in the event
        that the other party shall be wound up or dissolved;  become  insolvent;
        suffer  a  material,  adverse  change  in its  financial  condition,  or
        repeatedly  fail to pay its debts as they come due:  make an  assignment
        for the benefit of creditors; file a voluntary petition in bankruptcy or
        for reorganization or be adjudicated as bankrupt or insolvent; or have a
        liquidator or trustee  appointed  over its affairs and such  appointment
        shall not have been  terminated and discharged  within thirty (30) days;
        or

4.2.b   By DFS upon two (2) business  days' notice to Ticket  Issuer in any case
        where  Ticket  Issuer is not  maintaining  the agreed upon amount in the
        Reserve Account or Stored Value Account,  or Ticket Issuer has failed to
        pay  Settlement  when due (unless  with respect to the initial time this
        event  occurs,  but not for any  subsequent  occurrence,  in first case,
        within the two (2) business day notice  period,  Ticket Issuer  deposits
        sufficient funds in the Reserve Account or Stored Value Account to

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        achieve the agreed upon amount,  or in second  case,  within the two (2)
        business day notice period, Ticket Issuer fully pays Settlement); or

4.2.c   By either party upon thirty (30) days' prior written notice to the other
        party in the  event of any  material  breach of this  Agreement  by such
        other party;  provided,  however,  that,  if, the  defaulting  party has
        promptly  commenced  to cure the  default  and if after  the  defaulting
        party's  reasonable  efforts such default could not be cured within such
        30-day  period,   the  defaulting  party  may  make  a  request  to  the
        non-defaulting  party by the end of such 30-day  period that the time to
        cure a default be extended, and if the non-defaulting party agrees, such
        agreement not to be unreasonably withheld,  delayed or conditioned,  the
        time to cure such  default  shall be extended up to 60  additional  days
        from the end of such 30-day period,  provided that the defaulting  party
        continues to use its reasonable  efforts to cure such default during the
        extended period; or

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

4.2.e   If either  party  reasonably  concludes  that this  Agreement  cannot be
        performed without violating applicable Governmental Requirements,  or if
        the  application  of such  Governmental  Requirements  impose  material,
        additional  and  reasonably  unavoidable  costs to be incurred by TICKET
        ISSUER,  the  parties  will  negotiate  IN GOOD  FAITH  TO  MODIFY  THIS
        AGREEMENT TO THE EXTENT  NECESSARY TO ensure that the parties will be in
        full compliance with all applicable laws and regulations. If the parties
        cannot  agree to any  required  changes,  either  party  may,  by giving
        written notice to the other party, terminate this Agreement as of a date
        specified in such notice. IN ADDITION, IF ANY governmental  authority or
        third party initiates any action asserting that actions by PARTIES UNDER
        this Agreement  violates any laws or  regulations,  either party may, by
        GIVING WRITTEN  NOTICE,  terminate this Agreement as of a date specified
        in such notice.

4.3     Upon  termination  of this  Agreement,  DFS may  offset  funds  from the
        Reserve  Account or Stored Value Account to pay for any amounts that are
        owed to DFS by  Ticket  Issuer,  and may  continue  to  offset  from the
        Reserve  Account or Stored Value  Account for any amounts owed to it for
        the period that extends until 90 days after the  expiration  date of the
        last Ticket issued by Ticket Issuer (provided, however, upon termination
        of this Agreement,  if permitted under its agreement with Ticketholders,
        Ticket Issuer may terminate all Tickets  issued by Ticket Issuer upon 60
        days notice to the  Ticketholders).  Upon  payment to DFS of all amounts
        owed to it, DFS will immediately  release any remaining  amounts held in
        the Reserve Account and will immediately  instruct the bank or Processor
        to release any  remaining  value in the Stored Value  Account.  DFS will
        provide Ticket Issuer with an accounting of any amounts  withdrawn front
        the Reserve Account.

4.4     Upon  termination  or suspension of this  Agreement,  Ticket Issuer will
        immediately  cease to issue or sell  additional  Tickets.  Ticket Issuer
        will continue to perform its  appropriate  functions for closing out the
        existing value on all Tickets for 90 days after the  expiration  date of
        the last Ticket issued by Ticket  Issuer,  or termination of all Tickets
        outstanding, whichever is earlier.

4.5     If Ticket  Issuer fails to pay any  Settlement  amount when due, or does
        not maintain agreed upon balances in the Reserve Account or Stored Value
        Account,  in addition to DFS' rights set forth in Section 4.2.b, DFS may
        immediately  suspend  this  Agreement  and may notify  Ticket  Issuer to
        suspend  issuance or activation of  additional  Tickets.  In such event,
        after DFS has provided notice to Ticket Issuer, Ticket Issuer shall make
        an  immediate  transfer  by Fed  wire of the  funds  owed  DFS or of the
        shortfall  of funds into the Reserve  Account or Stored  Value  Account.
        Provided  that DFS has complied  with Section 7.1.C of the Ticket Issuer
        Operating Regulations, for each day

<PAGE>


        that Ticket Issuer fails to pay Settlement in full to DFS, Ticket Issuer
        shall pay as  liquidated  damages  to DFS an amount  equal to 10% of the
        amount that Ticket  Issuer has failed to pay, up to a maximum often (10)
        days.  If Ticket  Issuer has failed to pay DFS all amounts owed to it by
        the tenth day after Ticket Issuer has received  notice of its failure to
        pay- DFS, the Agreement  shall be terminated in accordance  with Section
        4.2.b.

5.0     CONFIDENTIALITY

5.1.    In  the  course  of  fulfilling  their  respective   duties  under  this
        Agreement, DFS and Ticket Issuer may each disclose or communicate to the
        other  party  information  and data  that it deems  as  confidential  or
        proprietary to it ("Confidential  Information").  The term "Confidential
        Information"  shall include,  without  limitation,  all  information and
        materials   pertaining   to  the  Network,   Merchants,   Discover  Card
        Cardmembers. Client. Cardholders, technology, trade secrets, "know-how,"
        products,  facilities,   processes,  operations,   suppliers,  marketing
        objectives and plans,  pricing AND OTHER  INFORMATION  PERTAINING TO THE
        business   affairs  of  DFS  AND  Ticket  Issuer  and  their  respective
        affiliates and subsidiaries.  The term  "Confidential  Information" also
        includes the  existence of and the terms of this  Agreement  and each of
        the Exhibits,  Schedules and Appendices  that are a part thereof and any
        material  that  is  clearly  designated  by  DFS  OR  TICKET  Issuer  as
        "Confidential."  The  term  "Confidential   Information"  shall  include
        information  or data that is in oral,  written or other visual form,  or
        recorded on tape,  electronic  or other  media.  The term  "Confidential
        Information"  shall  exclude  (a)  information  in the public  domain or
        information  that  becomes  available  to  the  general  public  without
        restriction  through no wrongful act or omission of the receiving party,
        (b)  information  received from a third party having a right to transfer
        such information, (c) information that is independently developed by the
        receiving  party without  reference to  Confidential  Information of the
        other party; or (d) information  that is known by the receiving party or
        its  affiliates or  subsidiaries  prior to disclosure by the  disclosing
        party.  Confidential Information disclosed by DFS shall be known as "DFS
        Confidential  Information" and Confidential  Information owned by Ticket
        Issuer shall be known as "Ticket Issuer Confidential Information."

5.2.    Ticket Issuer agrees that DFS Confidential  Information shall be used by
        Ticket Issuer only to perform its obligations under this Agreement.  DFS
        Confidential  Information  received  by  Ticket  Issuer  shall  be  kept
        confidential and shall not be disclosed,  directly),  or indirectly,  to
        any third party unless DFS consents in writing to such  disclosure,  and
        then  only  upon the  prior  execution  of a  confidentiality  agreement
        containing terms  substantially  similar to those in this Section 5.0 by
        the  third  party  to  whom  Ticket  Issuer  desires  to  disclose  such
        information.  Ticket Issuer further  acknowledges  that the  information
        contained in Appendix A to Schedule 7.1 is highly  confidential  and may
        be  disseminated  only to Ticket  Issuer's Chief  Executive  Officer and
        Chief Financial Officer.

5.3     DFS agrees that Ticket Issuer Confidential  Information shall be used by
        DFS only to perform its Obligations under this Agreement. Ticket Issuer
        Confidential  Information received by DFS shall be kept confidential and
        shall not be  disclosed,  directly  or  indirectly,  to any third  party
        unless Ticket Issuer  consents in writing to such  disclosure,  and then
        only upon the prior execution of a confidentiality  agreement containing
        terms  substantially  similar to those in this  Section 5.0 by the third
        party to whom DFS  desires to  disclose  such  information.  DFS further
        agrees not to use Client or  Cardholder  information  or lists  obtained
        pursuant to this  Agreement to attempt to solicit  Clients for a product
        that is  similar  to that  being  offered  by  Ticket  Issuer  under the
        Program,  or to solicit  Cardholders  for direct  sales of DFS' own gift
        card products.  Notwithstanding the previous language, nothing herein is
        intended,  or shall be deemed, to limit or prohibit DFS from maintaining
        in any way its usual  and  ordinary  relationships  with  Merchants  and
        Discover Card

<PAGE>


        Cardholders  or to offer  Merchants  or Discover  Card  Cardmembers  the
        ability to purchase any product or service, including gift or cash cards
        offered by DFS or other parties.

5.4.    Notwithstanding  the  above  restrictions,  DFS  or  Ticket  Issuer  may
        disclose  Confidential  Information  if  either  DFS  or  Ticket  Issuer
        receives  a  subpoena  or order of a court or an  agency  or  government
        authority of competent  jurisdiction  which is binding on the  receiving
        party,  and which compels the  disclosure of  Confidential  Information,
        provided that to the extent  permitted by law, the receiving  party will
        immediately  notify the disclosing party of the receipt of a subpoena or
        order so as to permit the disclosing  party to contest any such subpoena
        or order.  To the  extent  required  by law or  specific  circumstances,
        either party may disclose this Agreement to its  regulators,  examiners,
        auditors, directors and counsel; (b) to proposed investors and financing
        sources, excluding any that are Competitors,  and their advisors, unless
        the other party hereto has agreed in writing to such  disclosure,  or in
        connection   with  a  merger  or  acquisition  or  proposed   merger  or
        acquisition,  or the like;  provided such parties are advised in writing
        of the  obligations  of  confidentiality  required by this Agreement and
        agree to be bound by them. DFS  acknowledges  that this Agreement may be
        sufficiently  material to Ticket  Issuer so as to require  disclosure in
        SEC  filings  as  part  of  Ticket  Issuer's  public  company  reporting
        obligations,  and Ticket Issuer will inform DFS of this  requirement and
        will seek DFS' approval of the language of such disclosure.

5.5.    The  provisions  of this Section 5.0 shall survive  termination  of this
        Agreement.

6.0     RESPONSIBILITIES AND INDEMNIFICATION

6.1     DFS shall indemnify and hold Ticket Issuer, its affiliates, subsidiaries
        and their respective officers, directors,  employees and representatives
        harmless  from any and all claims made or  threatened by any third party
        and all related losses,  damages,  claims,  settlements and liabilities,
        including  without  limitation,  any outside  attorneys'  fees and court
        costs reasonably  incurred by an indemnified party (excluding  indirect,
        consequential,  punitive,  special or  exemplary  damages)  arising as a
        result of or in connection with the following:

6.l.a   Any  intentionally  wrongful or  negligent  act or omission of DFS,  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 DFS under this
        Agreement;

6.l.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

6.1.c   Any  failure  by DFS to comply  with its  obligations  under any and all
        laws, rules and regulations  applicable to DFS'  obligations  under this
        Agreement.

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

6.2.a   Any  intentionally  wrongful  or  negligent  act or  omission  of Ticket
        Issuer, its affiliates or subsidiaries,  and their respective  officers,
        directors, employees, agents or third party service

<PAGE>


        providers  thereof in connection  with the performance of the duties and
        obligations of Ticket Issuer under this Agreement;

6.2.b   Any failure by Ticket Issuer to comply with any term of this  Agreement,
        or any breach of any warranty or representation made by Ticket Issuer in
        this Agreement, and

6.2.c   Any failure by Ticket  Issuer to comply with its  obligations  under any
        and all  laws,  rules and  regulations  applicable  to  Ticket  Issuer's
        obligations under this Agreement.

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

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

6.5     The  provisions  of this Section 6.0 shall survive  termination  of this
        Agreement.

7.0     FINANCIAL REQUIREMENTS

7.1     DFS shall  prepare and send to Ticket  Issuer an invoice  each month for
        all amounts of fees and other  charges due by Ticket Issuer or DFS under
        this Agreement,  as calculated  pursuant to the Pricing and Fee Schedule
        attached  hereto as Schedule 7.1. Ticket Issuer or DFS agrees to pay all
        undisputed  charges set forth on the invoice in full within  thirty (30)
        days of the date of the invoice,  unless otherwise  provided in Schedule
        7.1

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

7.3     Ticket  Issuer will  maintain a Reserve  Account as set forth in Section
        2.2.f.  Interest  earned from the Reserve Account will be paid to Ticket
        Issuer quarterly.

7.4     Ticket Issuer will maintain the specified  amount of funds in the Stored
        Value Account in accordance  with the formula set forth in Exhibit A and
        (ticket Issuer's Processor shall use such funds to pay Settlement to DFS
        for all Ticket Transactions.  Ticket Issuer shall not have direct access
        to the  Stored  Value  Account.  Only  the  Processor  or the  financial
        institution  may remove funds in the Stored Value Account to pay amounts
        owed to DFS or to  return  to  Ticket  Issuer  amounts  in excess of the
        balance  required in Exhibit A. Ticket  Issuer shall cause  Processor to
        provide to DFS with a daily  report  showing the total number of Tickets
        activated and the total dollar amount of value having been activated for
        use on the issued Tickets.  DFS will monitor and review the Stored Value
        Account on a daily basis to determine Ticket Issuer's compliance with

<PAGE>


        the  requirements  of this  Agreement.  DFS will  consider  moving  to a
        quarterly  review of the Stored  Value  Account  upon  demonstration  by
        Ticket  Issuer of six months of  maintaining  required  balances  in the
        Stored Value Account.

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

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

7.7     Ticket  Issuer  will  immediately   provide  DFS  with  any  information
        regarding  fraudulent  activity  with  respect  to Ticket  Transactions,
        distribution,  delivery/storage  or any  fraudulent  activity that could
        jeopardize  the  integrity  of the Network,  the  Discover  brand or the
        Discover/NOVUS  Acceptance Mark image.  Each situation will be discussed
        and  appropriate   resolution  or  modifications   will  be  determined.
        Resolution may result in changes impacting  current  procedures and will
        be   discussed   to   determine   mutually   agreeable   timeframe   for
        implementation.  DFS will  immediately  provide  Ticket  Issuer with any
        information   regarding  fraudulent  activity  with  respect  to  Picket
        Transactions, distribution,  delivery/storage or any fraudulent activity
        that could reasonably be expected to jeopardize Ticket Issuer's business
        or operations of which DFS becomes aware.

7.8     Ticket Issuer may assess fees and other  charges when it collects  funds
        from  Clients or  Ticketholders  for the issuance or sage of the ticket.
        These fees and other charges must be charged and collected in accordance
        with applicable federal and state regulations,  and must be disclosed to
        Ticketholders prior to sale, activation or initial use of the Tickets.

7.9     Ticket  Issuer will be  responsible  for paying the amount of any Ticket
        Sale  for  which  a  Merchant   has  properly   utilized   Authorization
        procedures,  including  downtime  and  stand-in  procedures  outlined in
        Section  4 of the DFS  Merchant  Operating  Regulations,  or as  further
        defined in the Merchant Services Agreement between DFS and the Merchant.
        However,  if the  amount  of a Ticket  Sale  properly  processed  by the
        Merchant  is greater  than the  available  balance  on the Card,  Ticket
        Issuer  will pay  one-half of the  difference  between the amount of the
        Card Sale and the amount of the value  remaining  of the Ticket.  If the
        Ticket Sale is not properly Authorized,  the Ticket Issuer may request a
        chargeback  to the  Merchant  using  procedures  outlined  in the Ticket
        Issuer Operating Regulations.

8.0     INTELLECTUAL PROPERTY OWNERSHIP

8.1     Each  of  the  parties  will  retain  all  rights  of  ownership  in the
        respective  property  that they own as of the date of this  agreement or
        developed  by that party or its  agents  thereafter  including,  without
        limitation,  patent  rights,  licenses,  copyrights,  service  marks and
        trademarks  in the software  and systems  each party  operates as of the
        date of this  Agreement,  or that it develops or has  developed  for the
        purposes or administering the Program, providing services, or otherwise.

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

<PAGE>


8.3     Ticket Issuer will own all Client information and lists and Ticketholder
        information and lists that it develops  specifically for the purposes of
        this Program.

9.0     LIMITED AUTHORIZATION FOR DISCOVER/NOVUS ACCEPTANCE MARK USAGE.

9.1     DFS  grants   Ticket   Issuer  the   non-exclusive   right  to  use  the
        Discover/NOVUS  Acceptance  Mark for the limited purpose only of placing
        such Mark on  Cards/Tickets to indicate that  Cards/Tickets  may be used
        within the Network.  Ticket Issuer must follow the guidelines for use of
        the   Discover/NOVUS   Acceptance   Mark  set  forth  in  the  Operating
        Regulations and the Technical Specifications Manual. Ticket Issuer shall
        not use the Discover/NOVUS  Acceptance Mark, any registered  trademarks,
        logos  or  name  of DFS or  any  DFS  affiliate  company,  or any  other
        proprietary   designations  of  DFS  on  any  materials   without  first
        submitting  all such  materials to DFS and obtaining  DFS' prior written
        consent.

10.0    GENERAL

10.1    Neither  party may assign this  Agreement  without  the express  written
        consent of the other party.

10.2    This Agreement may not be amended, modified or changed in any way except
        by a written instrument executed by an authorized representative of each
        party.

10.3    The  parties  to  this  Agreement  shall  be  deemed  to be  independent
        contractors.  Nothing in this Agreement shall be construed as making the
        parties agents, employees, joint ventures, or partners.

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

10.5    Neither party hereto shall be held  responsible for any delay or failure
        in  performance  hereunder  caused in whole or in part by fire,  strike,
        flood, embargo, labor dispute, act of sabotage, riot, accident, delay of
        carrier  or  supplier,   voluntary  or  mandatory  compliance  with  any
        governmental act, regulation or request,  act of God or by public enemy,
        or any third party act or omission  or other cause  beyond such  party's
        control.  If any such contingency  shall occur,  this Agreement shall be
        deemed extended by the length of time such  contingency  continues.  The
        parties  shall  use  their  best  reasonable  efforts  to  minimize  the
        consequences of a force majeure event.

10.6    If any provision of this Agreement is held to be illegal,  unenforceable
        or  invalid,  no other  provision  of this  Agreement  shall be affected
        thereby,  and the  remaining  provisions  of  this  Agreement  shall  be
        construed  and  reformed and shall  continue  with the same effect as if
        such illegal, unenforceable or invalid provision was not a part hereof.

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

10.8    The  headings  and captions  contained  in this  Agreement  shall not be
        considered to be a part hereof for purposes of  interpreting or applying
        this Agreement, but arc for convenience only.

<PAGE>


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

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

10.11   This Agreement shall be governed by and construed in accordance with the
        laws of the State of Illinois,  excluding its choice of law  principles.
        The parties shall make all reasonable  attempts to amicably  resolve any
        disagreements  arising out of this  Agreement  or from a breach  thereof
        ("Disputes").  All  Disputes  that the  parties  are unable to  amicably
        resolve  shall be resolved  exclusively  in the Federal or State  Courts
        located in Boston,  Massachusetts,  if initiated by Ticket Issuer, or in
        Chicago,  Illinois,  if initiated by DFS. Each party hereby  consents to
        personal jurisdiction in the foregoing courts.

10.12   Either party may request an audit of the records of the other party that
        pertain to performance of the other party's duties under this Agreement,
        provided  that (i) only one audit of a party shall be  permitted  during
        any year of this Agreement,  (ii) the requesting  party must provide not
        less than 30 days prior notice of the requested  audit,  (iii) the audit
        may only be performed  during normal  business hours and may not disrupt
        the ordinary operations of the party being audited,  (iv) the audit must
        be   performed   by  an   independent   third  party  that   executes  a
        confidentiality  agreement with terms substantially similar to the terms
        contained  in Section  5.0  hereof,  (v) the cost of the audit  shall be
        borne by the party requesting the audit.

<PAGE>


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

                If to DFS:

                        Discover Financial Services, Inc.
                        200 Lake-Cook Road
                        Riverwoods, IL 60015
                        Attention: Joe Hurley, RW2 3A

                        Copy to:

                        Discover Financial Services, Inc.
                        2500 Lake-Cook Road
                        Riverwoods, IL 60015
                        Attention: General Counsel

                If to Ticket Issuer:

                        Utix Group, Inc.
                        170 Cambridge Street
                        Burlington, MA 01803
                        Attention: Anthony G. Roth

                        Copy to:

                        Duane Morris LLP
                        470 Atlantic Avenue, Suite 500
                        Boston, MA 02210
                        Attention: Lance A. Kawesch, Esq.

10.14   IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE,
        STRICT  LIABILITY  OR   OTHER  THEORY  FOR ANY  CONSEQUENTIAL,  SPECIAL,
        EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING.  WITHOUT
        LIMITATION,  LOSS OF PROFITS OR GOODWILL,  WITH  RESPECT  TO ANY SUBJECT
        MATTER OF THIS AGREEMENT.

10.15   There are no third party beneficiaries of this Agreement.

With the intention to be bound by the terms of this Agreement,  the parties have
executed this Agreement by causing their respective  authorized  representatives
sign where indicated below.

DISCOVER FINANCIAL SERVICES, INC.             UTIS GROUP, INC.

By:     /S/ Joseph E. Hurley                  By:     /S/ Anthony G. Roth
Name: Joseph E. Hurley                        Name: Anthony G. Roth
Title:   Vice President                       Title:   Pres & CEO


<PAGE>


                             TICKET ISSUER--PROFILE
                                    EXHIBIT A

Ticket Issuer: UTIX GROUP, INC.

Initial BIN Assignment: 6011 9900

Date of First Ticket Issued (Startup):                XXXXX XX, 2004

Designated Processor: WILDCARD SYSTEMS, INC.

        Processor will perform the following tasks:

                Provide  a  positive  or  declined  Authorization  to  Merchants
                through the Network

                Maintain data regarding Ticket and Ticket account balances

                Settle funds daily with DFS for Card Transactions

                Obtain funds from Ticket Issuer account

                Report  monthly as provided in this  Agreement and the agreement
                between DFS and Processor Ticket personalization/production

                IVR support Call center support/customer service

                Dispute processing

                Web development

        Processor will hold Authorization for _______days

        Ticket  Issuer  understands  that  Merchants  have 90 days to  Settle on
        Authorized transactions

Printer of Tickets: CPI.

        Address ______________________, Colorado

        Phone/Contact____________________

        Tickets to be packaged and stored at:

Bank Information

        Reserve  Account funds held at:_____  Discover  Bank____________________

                Amount in Reserve Acct. $250,000.00

                        Acct #__________________________________________________

        Stored Value Account Funds held at: Five Star Bank

                % against active funds _100%,

                        Acct #__________________________________________________

        Processor to collect funds from account held at Five Star Bank

                        Acct #__________________________________________________

<PAGE>


                                Schedule 2.2 (j)


DISCOVER PRODUCT APPLICATION FORM
(OPEN ENVIRONMENT)

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Requested By:                            Date Submitted
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Discover Sign Off:                       Date Approved:
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TICKET ISSUER
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Ticket Issuer
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Processor
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Client
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Client Branding:             Front [_]           Back [_]
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Client Location:
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Discover/NOVUS               Front [_]           Back [_]         None [_]

Acceptance Marks:

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Purpose of Program:
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Will Client Fund             Yes [_]             No [_]
Ticket

Anticipated Average
Ticket

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Ticket Activation
Method:

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Ticket
Storage Distribution
Method

Type of Program     Gift, Cash, Stored   Client                        Payroll
                    Value - Direct to    Promotion to   Employee       (requires
                    Consumer [_]         Consumer [_]   Incentive [_]  ATM) [_]
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Insurance Claim     Personal Spending    Medical        Teen [_]       Other
(requires ATM) [_]  [_]                  Account [_]
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Sales Channel
Distribution

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Anticipated Volume: Total for Program                   Annual
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Gate Program
to Begin:
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Date Program
to End:
(if applicable)
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Ticket Expiration   Dynamic          Months from     Static

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Marketing Plan

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PROGRAM FUNCTIONALITY
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ATM for Cash: [_]
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Cardholder Statement:[_]             When (cycle)                 Type

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Customer SerVIce:[_]                 Type of

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Other Program Functionality[_]       Describe

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FUND MANAGEMENT
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Funds Held By:
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Funds Held Until:
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Funds Load Type:      Pre-Loaded [_]                  Pre-Load Values
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                      Single One Time Load [_]        Where & How
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                      Re-Loadable [_]                 How
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Ticket Value          Minimum Limits                  Maximum Limits
Limits:

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1.
2. DISCLOSURES*
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Insurance:                       Yes [_]                                  No [_]
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Miscellaneous Program
Specifics:
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Discover Waiver
Requests
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MCC Exclusion Requests:
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Exclusive MCC (Filter) -         _
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2.1.1.1 FOR DISCOVER USE ONLY
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Program Checklist          IIN Assigned [_]                    Comments
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                           Review Plastics [_]                 Comments
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                           Review Marketing Material [_]       Comments
-------------------------- --------------------------------- -------------------

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                                 Schedule 2.2(a)

* Discover/NOVUS Network generally will approve Product Application requests for
most categories, with the following exceptions:

    o   Collection Agencies/Debt Consolidation

    o   Credit Reporting Cleansing Services

    o   Internet Gambling

    o   Travel and Non-Travel Related Telemarketing Prize Packages (business
        offering prizes for the purchase of a product or service)

    o   Any activity or service deemed to be illegal by state and/or federal
        authorities (i.e. prostitution)

    o   Tobacco related products and services.

    Alcoholic Beverage companies and related products and services may be
approved by DNN.

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                                  SCHEDULE 7.1

                                PRICING AND FEES

1.      SET-UP FEES

A.      Ticket Issuer Set-Up Fee. Ticket Issuer shall pay DFS a one-time fee to
        set up its Program with DFS in the amount of $10,000.

2.      CLIENT PROGRAM FEES

A.      Ticket Issuer shall pay DFS a New Client Program fee for the first
        Program year of each new approved Client Program in the amount of
        $7,000.

B.      For each Program year after the first year of a Client Program, Ticket
        Issuer shall pay a Client Program fee, per each Client Program, of
        $4,000.

3.      ACCOUNT NUMBER LICENSE FEES

A.      Ticket Issuer shall pay DFS an Account Number license fee as Tickets are
        issued for each Client Program, determined by the cumulative number of
        Account Numbers licensed to and issued by Ticket Issuer under each
        Client Program. Account Numbers will be released only in increments of
        10,000.

                         # Of Cumulative Tickets Issued          Fee per Ticket
                                 10,000 - 50,000                 50.15
                                50,001 - 100,000                 $0.15
                                100,001 - 500,000                50.15
                               500,001 - 1,000,000               50.15
                              1,000,001 - 5,000,000              $0.14
                             5,000,001 - 10,000,000              50.13
                             10,000,001 - 50,000,000             50.12

4.      TRANSACTION PRICING

A.      Ticket Issuer shall pay DFS a fee based on the number of Ticket
        transactions processed by Discovcr/NOVUS Network. The amount of this fee
        is calculated monthly and is cumulative for a given calendar year.

                           # Cum. Transactions Routed            Fee Per Ticket
                                   to 250,000                    $0.075
                               250,001 to 500,000                50.070
                               500,001 to 750,000                $0.065
                              750,001 to 1,000,000               $0.060
                             1,000,001 to 5,000,000              50.055
                             5,000,001 to 25,000,000             $0.050
                            25,000,001 to 100,000,000            $0.050
                                over 100,000,001                 50.045

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5.      MISCELLANEOUS FEES AND COSTS

A.      Micro-transactions (defined as transactions under $5.00) shall be
        permitted for up to 2% of the total Card Sale transactions (by number of
        transactions, not dollar volume) per month for each separate Client
        Program. When the number of Micro-transactions reaches 2%, for each
        Micro transaction thereafter, Ticket Issuer shall be charged $.075 per
        transaction.

B.      Ticket Issuer will be responsible for paying any amounts due pursuant to
        the provisions of Section 7.9 of the Agreement.

C.      DFS will consider requests from Ticket Issuer to provide the following
        additional services at the additional fees set forth below:

        (1)     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.

        (2)     Any research requested by Ticket Issuer that requires work by
                DFS in excess of 3 hours shall be billed to Ticket Issuer at $85
                an hour.

        (3)     Any changes to the Program requested by Ticket 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 $150 an hour after and to the extent that DFS
                obtains Ticket Issuer's prior written approval of such work.

6.      REVENUE SHARE

        DFS will pay to Ticket Issuer an amount  calculated by multiplying 1.39%
        of the net dollar volume of Card Sales  transactions  by the appropriate
        percentage amount set forth below:

NUMBER OF TICKETS
ISSUED IN A CONTRACT
YEAR:

1 to 1,000,000                               30%
1,000,001 to 2.000.000                       40%
above 2,000,000                              50%

The amount of the  Revenue  share may be netted  from any  amounts  that  Ticket
Issuer  owes to DFS, or will he paid  directly  to Ticket  Issuer if the Revenue
Share owed to Ticket Issuer exceeds the amounts Ticket Issuer owes to DFS.