EXHIBIT 10.1

                               SERVICES AGREEMENT

         This Services  Agreement  (the  "Agreement")  is entered into effective
April 1, 2003 (the "Effective Date") between WILDCARD  SYSTEMS,  INC., a Florida
corporation ("WildCard") and CORPORATE SPORTS INCENTIVES,  INC., a New Hampshire
corporation ("Client"), each a "Party" and collectively, the "Parties".

                                    RECITALS

A. Client desires to offer Transaction Card Programs to its Customers.

B. Client desires that WildCard  providd Client with certain data processing and
related  services in connection  with Client's  Transaction  Card Programs,  and
WildCard  desires to perform  certain data  processing  and related  services to
Client in connection with Client's  Transaction Card Programs,  on the terms and
conditions described in this Agreement.

         WildCard and Client agree as follows:

         1.   DEFINITIONS

         1.1  DEFINED  TERMS.  The  following  capitalized  terms shall have the
meanings given to them below when used in this Agreement:

              "AAA" is defined in Section 11.3(a) of this Agreement.

              "Acceptance Period" is defined in Section 3.4 of this Agreement

              "Affiliate" is defined in Section 13.5 of this Agreement.

         "Agreement"  shall mean this Service  Agreement as amended from time to
time including any Schedules  attached  hereto and Program  Schedules  which are
entered into between the Parties from time to time during the term hereof.

              "Arbitration  Demand"  is  defined  in  Section  11.3(b)  of  this
              Agreement.

              "Arbitration   Panel"  is  defined  in  Section  11.3(b)  of  this
              Agreement.

              "Associations" means,  collectively,  Discover,  Visa, MasterCard,
              and the ATM/POS Networks.

         "ATM/POS  Networks" means the [AFFN,  American  Express,  Cash Station,
Cirrus, COOP, CU24, Electron,  Explore, Honor,  Interlink,  MAC, Maestro, Member
Access,  NYCE, Plus, Pulse,  STAR, The Exchange,  and  TransAlliance] ATM or POS
networks, and such other ATM or POS networks as may be specified by WildCard and
Client from time to time under this Agreement.

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         "Basic Qualifications" is defined in Section 11.3(b) of this Agreement.

         "Breach Notice" is defined in Section 12.2 of this Agreement.

         "Breaching Party" is defined in Section 12.2 of this Agreement.

         "Cardholder"  means an  individual  or Entity which has  established  a
Cardholder Account with the Issuing Bank through Client.

         "Cardholder  Account" means an  arrangement  between a Customer and the
Issuing  Bank,  through  which the Issuing Bank  provides the Customer  with the
right to use one or more Transaction Cards issued through the Issuing Bank.

         "Cardholder  Data"  means  all  personally   identifiable   information
regarding a Cardholder,  the Cardholder  Accounts and  transactions a Cardholder
makes with a Transaction Card.

         "Charges" are defined in Section 4.1 of this Agreement.

         "Client Content" shall mean all text, pictures,  sound, graphics, video
and other  data  supplied  by Client to  WildCard  pursuant  to this  Agreement,
whether such  materials  are owned by Client or licensed  for use by Client,  as
such materials may be modified from time to time for use on the Web Site.

         "Client  Data"  shall mean any data or  information  of Client  that is
provided to or obtained by WildCard in the perfonnance of its obligations  under
this Agreement,  including data and information  with respect to the businesses,
customers,  operations,  facilities,  products,  consumer markets,  assets,  and
finances of Client.

         "Client Marks" shall mean the trademarks,  service marks,  trade names,
logos and other  commercial  and product  designations  of Client  identified by
Client for use on the Web Site.

         "Client  Obligations" means those obligations of Client as specified in
Section 3 of this Agreement.

         "Confidential Information" is defined in Section 6.1 of this Agreement.

         "Customer"   means  an   individual  or  Entity  that  has  a  business
relationship with Client"

         "Discover" means NOVUS Services, Inc.

         "Dispute" is defined in Section 11.1 of this Agreement.

         "Disputing Party" is defined in Section 11.3 (a) of this Agreement.

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          "Domain  Name"  shall mean the  alphanumeric  name that is selected by
Client for a particular computer system that is used by the Internet to identify
that system, as designated in the Program Schedules.

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

          "Excusable Delay" is defined in Section 10.1 of this Agreement.

          "Funding  Payment" shall mean the payment  instruction  and amount for
the  initial  load or Reload of a  Transaction  Card.  The total of all  Funding
Payments for a given banking day or other mutually agreed upon settlement pen16d
shall be debited by WildCard from a demand deposit  account  specified by Client
and credited to the Proceeds Account.

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

          "Intellectual  Property  Rights"  shall mean any and all (by  whatever
name or term  known or  designated)  tangible  and  intangible  and now known or
hereafter existing (a) rights associated with works of authorship throughout the
universe, including but not limited to copyrights, moral rights, and mask-works,
(b) trademark and trade name rights and similar rights, (c) trade secret rights,
(d) patents,  designs,  algorithms and other industrial property rights, (e) all
other  intellectual  and  industrial  property  rights (of every kind and nature
throughout  the  universe and however  designated)  (including  logos,  "rental"
rights  and  rights to  remuneration),  whether  arising  by  operation  of law,
contract,   license,   or  otherwise,   and  (f)  all   registrations,   initial
applications, renewals, extensions, continuations,  divisions or reissues hereof
now or hereafter in force (including any rights in any of the foregoing).

          "Issuing Bank" means a financial  institution  which is a card issuing
member of Discover,  MasterCard, Visa or an ATM/POS Network, which has agreed to
sponsor the  Transaction  Card  Program  with the  Association  and to issue the
Transaction Cards.

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

          "Non-Breaching Party" is defined in Section 12.2 of this Agreement.

          "Operating Rules" means, collectively,  the regulations and procedures
issued by Discover,  MasterCard,  Visa,  the ATM/POS  Networks,  and the Issuing
Bank, as amended from time to time.

          "Original   Term"  is  defined  in  the  Program   Schedule  for  each
Transaction Card Program.

          "Proceeds  Account"  shall mean a commercial  demand  deposit  account
maintained  by WildCard  into which  disbursement  is originated by the WildCard
from Client's commercial demand deposit account,  from time to time for remittal
of Transaction Card Funding Payments

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pending   disbursement  by  WILDCARD  TO  THE  SETTLEMENT   Account,  to  settle
transactions with the Associations.

         "Processing Year" is defined in each Program Schedule.

         "Program Schedule" is defined in Section 2.1 of this Agreement.

         "Reload" means any addition of value to a Transaction  Card,  after the
initial load, accomplished by WildCard credit to the associated Transaction Card
account, with a corresponding increase in the Transaction Card balance.

         "Renewal Term" is defined in each Program Schedule.

         "Scheduled  Start-Up  Date"  is  defined  in  Section  2.3(a)  of  this
Agreement.

         "Settlement  Account"  shall  mean that  bank  account  established  by
WildCard for settlement of Transaction Card transactions with the Associations.

         "Service Change" is defined in Section 2.2 of this Agreement.

         "Services"  means the services to be performed by WildCard on behalf of
Client,  as  outlined  on the Program  Schedules  which are entered  into by the
Parties from time to time during the term of this Agreement,  as the same may be
amended from time to time.

         "Start-Up"  means the preparation of the WildCard System for the set-up
of Client Data relating to new Transaction Card Programs offered by Client.

         "Taxes" is defined in Section 4.3 of this Agreement.

         "Transaction  Card" means a valid and unexpired host based stored value
card issued  through the Issuing Bank, and bearing the symbols of one or more of
Discover, MasterCard, Visa or the ATM/POS Networks.

         "Transaction Card Program" means a program initiated by Client pursuant
to which the Issuing Bank will provide Transaction Cards to the Cardholders.

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

         "Web Site" shall mean the electronic, publicly viewable computer screen
depictions of the WildCard System, the WildCard Content,  the Client Content and
the Client Marks.

         "Web Site  Specifications"  shall  mean the  technical,  aesthetic  and
functional requirements for the Web Site, as set forth in the applicable Program
Schedule.

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         "WildCard  Content"  shall mean all text,  pictures,  sound,  graphics,
video and other data, exclusive of the Client Content,  provided by WildCard for
use on the Web Site,  whether such  materials  are owned by WildCard or licensed
for use by WildCard, as such materials may be .modified from time to time.

         "WildCard System" means the computer  equipment,  computer software and
related  equipment and  documentation  used at any time and from time to time by
WildCard to provide the services contemplated by this Agreement.

         1.2 OTHER TERMS. The terms defined in Section 1.1 include the plural as
well as the singular.  Unless otherwise  expressly  stated,  the words "herein,"
"hereof,"  and  "hereunder"  and other  words of  similar  import  refer to this
Agreement  as a whole and not to any  particular  section,  subsection  or other
subdivision. The words "include" and "including" shall not be construed as terms
of  limitation.  The word "or" shall mean "and/or"  unless the context  requires
otherwise.  The words "day,"  "month," and "year" mean,  respectively,  calendar
day,  calendar month and calendar  year.  Other terms used in this Agreement are
defined in the context in which they are used and shall have the meanings  there
indicated.

         2.   PROVISION OF SERVICES

         2.1  SCOPE  OF  SERVICES.  In  support  of  Client's  Transaction  Card
Programs,  Client desires for WildCard to provide certain processing and related
services to Client,  and WildCard  desires to provide  such  services to Client.
This  Agreement  sets  forth the  general  terms and  conditions  applicable  to
Transaction Card processing services which may be provided by WildCard to Client
from time to time during the terns. During the term and subject to the terms and
conditions contained herein,  WildCard agrees to provide Client the Services, as
described in program  schedules  which are executed and delivered by the Parties
from time to time during the term of this Agreement  (the "Program  Schedules").
The  general  format of a Program  Schedule  is set forth in  Schedule A to this
Agreement.  As Client proposes to offer  additional  Transaction  Card Programs,
Client  and  WildCard  shall  use good  faith  efforts  to enter  into a Program
Schedule  which will  describe the Services that WildCard will provide to Client
in support of such Transaction Card Program.  Detailed  procedures and practices
to be followed while  performing the Services shall be as set forth in a Program
Schedule.  The Program  Schedule shall further specify the term during which the
Services  shall  be  provided  by  WildCard,   the  commencement  date  for  the
performance of the Services, the fees payable for such Services,  specifications
applicable to the Transaction Card Program, and other applicable terms. WildCard
shall not be responsible  for rendering of Services under new  Transaction  Card
Programs  until a Program  Schedule for such  Transaction  Card Program has been
executed by the authorized representatives of the Parties.

         2.2  CHANGE  IN SCOPE  OF  SERVICES.  Client  or  WildCard  may deem it
necessary or  appropriate  from time to time to add other  services or increase,
reduce,  or change the Services under one or more  Transaction  Card Programs (a
"Service  Change").  Either  Party may make a  proposal  for a  Service  Change,
whereupon the Parties shall mutually evaluate feasibility, manner and timing for
implementation,  impact on pricing,  impact on performance  requirements and all
other relevant  matters.  A Service  Change shall not be implemented  unless and
until the Service

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Change is approved  by both  Parties.  If the Service  Change is approved by the
Parties, the Service Change shall be implemented by WildCard as expeditiously as
possible.  An approved Service Change shall be set forth in a written  amendment
to  the  applicable  Program  Schedule,  which  amendment  shall  be  signed  by
authorized representatives of the Parties.

         2.3  START-UP.

              (a) WildCard shall provide, subject to any applicable approvals of
the  Associations  and the Issuing Bank (as  required),  for  completion  of the
Start-Up on the date specified in the applicable  Program  Schedule,  or at such
other date as may a date to be mutually  agreed upon by WildCard and Client (the
"Scheduled  Start-Up  Date").  To the extent that  WildCard and Client  mutually
agree,  the  Scheduled  Start-Up Date may be modified from time to time prior to
Start-Up.

              (b) Client will (i) use all  reasonable  resources,  including the
assignment of adequate personnel to assure timely performance of those functions
required of Client under the Start-Up, and (ii) cooperate with WildCard so as to
enable Start-Up to be completed on or before the Scheduled Start-Up Date.

              (c) WildCard  will use all  reasonable  resources,  including  the
assignment of adequate personnel to assure timely performance of those functions
required of WildCard under the Start-Up so as to enable Start-Up to be completed
on or by the Scheduled Start-Up Date.

              (d)  With  respect  to  each  Program   Schedule,   following  the
successful completion of the Start-Up,  Client agrees to pay the Start-Up Fee as
provided  for  in the  Program  Schedule.  In  addition,  each  Party  shall  be
responsible for and pay all costs and expenses incurred by it in connection with
the Start-Up.

         2.4  DOMAIN NAME.  WildCard shall cooperate with Client in securing the
Domain Name;  provided  that Client first  engages in an  appropriate  trademark
search in order to establish  that the Domain Name  proposed by Client shall not
infringe  upon the  trademark,  service  mark,  name or logo of any third party.
Client shall reimburse  WildCard for all fees and charges  actually  incurred by
WildCard in  providing  such  service and  registering  the Domain Name with the
appropriate  registration  authority.  Client  shall  own all  right,  title and
interest in and to the Domain Name and all Intellectual  Property Rights related
thereto.

         2.5  SERVICE STANDARDS.

              (a) WildCard  represents  and warrants that the Services  shall be
rendered  with  promptness  and diligence and shall be executed in a workmanlike
manner in accordance with the service standards set forth in Schedule D.

              (b) If WildCard fails to provide  Services in accordance  with the
service  standards and this Agreement,  WildCard shall (i) promptly  investigate
and report on the causes of the problem;  (ii) provide a root cause  analysis of
such  failure as soon as  practicable,  after such  failure or Client's  request
(iii) initiate remedial action to correct the problem and to begin

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meeting the service standards as soon as practicable; and (iv) advise Client, as
and to the extent  requested by Client,  of the status of remedial efforts being
undertaken.with  respect to such  problem and,  within five (5)  business  days,
provide Client reasonable  evidence that the causes of such problem have been or
will be corrected on a permanent basis.

              (c) WildCard shall implement  measurement and monitoring tools and
metrics  as  well  as  standard  reporting  procedures  to  measure  and  report
WildCard's performance of the Services against the applicable service standards,
and provide  monthly  reports with respect to attaining  the service  standards.
WildCard  also  shall  provide  Client  with   information  and  access  to  the
measurement  and  monitoring  tools and  procedures  utilized  by  WildCard  for
purposes of audit verification.

         2.6  REPORTS. WildCard shall provide to Client the reports described in
a Program Schedule at the frequencies  provided therein. In addition,  from time
to time, Client may identify  additional reports to be generated by WildCard and
delivered to Client on an ad hoc or periodic  basis. To the extent WildCard must
dedicate significant labor or resources to the preparation of additional reports
that can only be manually  generated or to the  implementation of system changes
to permit such reports to be  electronically  generated,  Client shall reimburse
WildCard at WildCard's  standard time and material  rates for costs  incurred by
WildCard in connection therewith.

         2.7  FRAUD  MANAGEMENT/FRAUD   DETECTION  SERVICES.  For  each  Program
Schedule  entered  into by Client,  Client  shall have the option of electing to
receive the Fraud  Management/Fraud  Detection  Services,  which  services shall
consist of those  services  described in each Program  Schedule and Attachment A
thereto. The Charges for the Fraud  Management/Fraud  Detection Services are set
forth in Schedule B.

         3.   CLIENT OBLIGATIONS

         3.1 COOPERATION. Client will cooperate with WildCard in the performance
of Client's  activities  contemplated  by this Agreement by, among other things,
making  available,  as reasonably  requested by WildCard,  such volume and other
forecasts,  updated  information,  management  decisions  and  approvals so that
WildCard  may  fulfill  its  obligations  under this  Agreement  in a timely and
efficient manner.

         3.2  EXCLUSIVITY.  Client shall ensure that WildCard  shall be the sole
provider of the Services to Client. Client will not discontinue or reduce all or
any part of the  Services for any reason,  including,  without  limitation,  the
provision of any of such  Services  itself or to obtaining  any of such Services
from a third party.

         3.3  CLIENT CONTENT. Client will deliver to WildCard,  in the format(s)
specified by WildCard,  all Client  Content that Client  intends for WildCard to
incorporate  into the Web Site.  Client shall bear all costs associated with the
telecommunications  and computer  hardware,  software and services  necessary to
generate the Client Content and deliver it to WildCard.

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         3.4  SHADOW SITE;  ACCEPTANCE. WildCard  shall make available the final
version of the Web Site on a password  protected  server for Client's review and
acceptance.  Client  shall have fifteen (15) days to review and evaluate the Web
Site  (the   "Acceptance   Period")  to  ensure  that  it  meets  the  Web  Site
Specifications.  In the  event  that  Client  rejects  the Web Site  during  the
Acceptance  Period,  Client shall  promptly  notify  WildCard in writing of such
rejection,  setting forth in detail the basis for such  rejection,  and WildCard
shall use  commercially  reasonable  efforts  to  correct  any  deficiencies  or
nonconformities  and  resubmit the  rejected  items  within  thirty (30) days of
receipt of notice of rejection for retesting by Client.

         3.5  CONTENT  CONTROL. Client will be solely  responsible for creating,
managing,  reviewing and  otherwise  controlling  the Client  Content on the Web
Site.  Client  acknowledges  that, by only providing  Client with the ability to
publish  and  distribute  the Client  Content,  WildCard  is acting as a passive
conduit for the distribution and publishing of the Client Content.  WildCard has
no obligation to Client, and undertakes no responsibility,  to review the Client
Content to determine whether any the Client Content may incur liability to third
parties. Notwithstanding anything to the contrary herein, if WildCard reasonably
believes  that any Client  Content may create  liability  for  WildCard,  Client
agrees  that  WildCard  may,  upon  prior  notice to  Client,  take any  actions
reasonably  necessary  with respect to the Web Site that  WildCard  believes are
prudent or necessary to minimize or eliminate WildCard's potential liability.

         3.6  CLIENT LICENSE. Client hereby grants to WildCard a  non-exclusive,
royalty free,  worldwide  license to use the Client Content solely in connection
with  performing the Services  described  herein and otherwise  carrying out its
obligations  hereunder,  including without limitation,  the right to distribute,
reproduce,  create derivative works of, publicly  perform,  publicly display and
digitally perform the Client Content in and on the Web Site.

         3.7  CLIENT  MARKS.  Subject  to  the  terms  and  conditions  of  this
Agreement,   Client  hereby   grants  to  WildCard  a  limited,   non-exclusive,
non-sublicenseable,  royalty-free,  worldwide license to use the Client Marks on
the Web Site and in other materials which are prepared by WildCard in support of
Client's Transaction Card Programs. Client may terminate WildCard's right to use
the Client  Marks,  in whole or in part,  if the usage of such Client Marks does
not comply with  Client's  then-current  standards for use of such Client Marks;
provided,   Client  has  provided   WildCard   with   written   notice  of  such
non-compliance  and WildCard has failed to correct  such  non-compliance  within
thirty (30) days  following  receipt of such notice.  Except as set forth above,
neither Party may use the other Party's trademarks,  service marks, trade names,
logos, or other commercial or product  designations  for any purpose  whatsoever
without the prior written consent of the Party owning such marks.

         3.8 ESTABLISHMENT OF ACCOUNTS. WildCard will establish and maintain the
Proceeds  Account at the Issuing Bank.  Client agrees to establish and maintain,
in a commercial demand deposit account at a financial institution  designated by
Client,  sufficient  funds to cover the aggregate amount of all Funding Payments
for  Transaction  Cards issued  through  Client.  On each banking  business day,
WildCard will initiate an ACH  transaction  debiting from the commercial  demand
deposit  account  specified by Client an amount equal to the  aggregate  Funding
Payments on all Transaction  Cards occurring since the previous banking business
day for credit to the Proceeds Account. Client agrees to execute and deliver any
documents

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reasonably  requested by WildCard for the purpose of obtaining  the privilege of
making  debits and credits and  information  inquiry to,  from,  and  concerning
Client's specified commercial demand deposit account.

         3.9  APPOINTMENT OF AGENT. Client hereby appoints WildCard as its agent
and  authorizes  WildCard to make any payment to Client or to collect any amount
due and  owing  by  Client  from  time to time  pursuant  to this  Agreement  by
initiating and transmitting automatic credit and debit entries to the commercial
demand  deposit  account  specified  by Client and the  Proceeds  Account.  This
authority  shall  remain in full force and effect  until  WildCard  has received
written  notification  from Client of its  termination of this Agreement in such
time and in such a manner to afford  WildCard a  reasonable  opportunity  to act
upon such notice. In the event of termination of this Agreement, such revocation
of authority  shall not be effective until Client has paid all amounts due under
this Agreement.

         3.10 FAILURE TO MAINTAIN SUFFICIENT FUNDS.  Provided WildCard has given
Client prior notice of a deficiency  by noon Eastern  time,  if WildCard has not
received any Funding Payment from Client by 3:00 p.m.  Eastern time, on the date
such Funding Payment was due, WildCard will have the right to refuse to activate
new Transaction Cards or to provide Reloads on existing  Transaction Cards in an
amount equal to the shortfall,  without incurring any liability to Client, until
such time as the  Proceeds  Account  is  properly  funded.  In  addition  to the
foregoing,  WildCard  may take such  actions  as deemed  reasonable  to  protect
WildCard  from any loss arising from Client's  inability to maintain  sufficient
funds to properly fund the Proceeds Account.

         3.11 RESPONSIBILITY FOR GOOD FUNDS. Client shall be responsible for the
collection  of "good  funds" from  Cardholders  in  connection  with all Funding
Payments for Transaction Cards. By way of example,  and not in limitation of the
foregoing,  Client shall be responsible for (a) any chargeback initiated through
any card  association  where the Funding  Payment  involved  the use of a credit
card; (b) any return entries or adjustment  entries  initiated through any funds
transfer  systems  where  the  Funding  Payment  involved  an  electronic  funds
transfer;  and (c) any dishonored  items where the Funding Payment  involved the
use of a check or draft.

         3.12  COLLECTION DISCLOSURE. In the event of transactions exceeding the
limit applicable to a Cardholder's  Transaction  Card,  caused by some act other
than a failure of WildCard's System,  Client shall be liable for any transaction
responsible  for such  overdraft  or negative  balance.  As a service  offering,
WildCard  may be employed to use  reasonable  commercial  efforts to recover the
funds,  utilizing  chargeback  procedures as authorized by the Associations,  if
appropriate  and  necessary.   WildCard  will  provide  the  Associations   with
instructions  that there will be no stand-in  authorization  for the Transaction
Cards.  Client  acknowledges  that under the provisions of the Operating  Rules,
certain  types of  transactions,  including  but not limited to certain sales in
foreign  countries,  will be permitted without specific  authorization  from the
Associations or by WildCard. Client acknowledges liability for such transactions
by Cardholders, subject to the remaining provisions of this Agreement.

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         3.13 OTHER CLIENT RESPONSIBILITIES. Client shall perform the additional
obligations  identified  in  Program  Schedules  which are  entered  into by the
Parties pursuant to this Agreement.

         4.   PAYMENT FOR SERVICES

         4.1. FEES AND EXPENSES. Client shall pay WildCard the fees and expenses
described  in a  Program  Schedule  (the  "Charges")  for the  Services.  Unless
otherwise  provided  in a  Program  Schedule,  the  Charges  applicable  to  the
performance of Services under a Program Schedule shall be as agreed upon between
the Parties.

         4.2  PAYMENT. To  facilitate  the payment of Charges and any other fee,
tax, interest payment or amount due or payable to WildCard under this Agreement,
Client will provide WildCard with access to a bank account of Client's funds not
requiring  signature  and will  notify  WildCard of the demand  deposit  account
number and transit  routing  number for the account.  WildCard may, on a monthly
basis, draw upon the bank account to pay Charges, fees, taxes, interest payments
or any other amount due or payable to WildCard under the terms of this Agreement
for Services  performed  during the preceding month. The detailed records of the
amounts drawn on the account of Client will be provided by WildCard to Client on
a monthly  basis prior to each such monthly  draft.  WildCard  shall be under no
obligation  to effect the  StartUp  until the account  has been  established  as
provided herein. If any Charges are not paid when due, a late charge of 1 %% per
month or the highest late charge  allowed by governing  law,  whichever is less,
shall apply to such unpaid amounts from the due date until paid in full.

         4.3  TAXES. The  Charges  do not  include  any  taxes,  duties or other
governmental charges (collectively  "Taxes"),  such as but not limited to sales,
use, excise, and value added taxes. Client shall pay all Taxes levied or imposed
by any  governmental  authority in connection  with the Services,  but excluding
taxes which are imposed on WildCard's net income.

         4.4  GOOD FAITH  DISPUTE. If Client in good faith  disputes  all or any
portion of the Charges, Client shall notify WildCard as soon as possible (and in
any event no later  than the due date of the  payment)  of the  specific  amount
disputed and shall  provide  reasonable  detail as to the basis for the dispute.
The Parties  shall then attempt to resolve the disputed  portion of such Charges
as soon as possible in  accordance  with the dispute  resolution  procedures  in
Section 11.

         5.   COVENANTS OF PARTIES

         5.1  COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS AND OPERATING RULES.

              (a)  WildCard  shall  comply  in all  material  respects  with all
Governmental  Requirements  and the  Operating  Rules  which are  applicable  to
WildCard's provision of the Services and WildCard's other responsibilities under
this Agreement,  including without  limitation  securing any licenses,  permits,
registrations  or other  authorizations  from such  governmental  authorities as
WildCard  may need in order to provide  the  Services  and carry out  WildCard's
other responsibilities under this Agreement. Client shall comply in all material
respects with all  Governmental  Requirements  and the Operating Rules which are
applicable to

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Client's  business and Client's  other  responsibilities  under this  Agreement,
including without limitation  securing any licenses,  permits,  registrations or
other  authorizations  from such governmental  authorities as Client may need in
order to carry out the Client Obligations under this Agreement.

              (b) Client  acknowledges and agrees that it is solely  responsible
for monitoring  legal  developments  applicable to the operation of its business
and  Transaction  Card  operations  and  interpreting   applicable  Governmental
Requirements,  determining the  requirements  for compliance with all applicable
Governmental Requirements, and maintaining an ongoing compliance program. Client
acknowledges  that WildCard  provides  transaction  card processing  services to
financial  institutions  and other  Entities  chartered and regulated by various
state and federal agencies and non-financial  institutions  subject to different
regulatory oversight such that WildCard cannot reasonably be expected to monitor
or interpret the  Governmental  Requirements  applicable to its diverse customer
base,  or  provide  compliance  services  to  customers  with  respect  to  such
Governmental  Requirements.  Consequently,  Client  agrees that  WildCard has no
responsibility to monitor or interpret Governmental  Requirements  applicable to
Client's business,  or to monitor or review the terms and conditions of Client's
Transaction   Card  programs  or  Client's   selection  of  system  options  and
programming,  or to assure  that  Client's  selection  of any  system  option or
programming (either alone or acting in conjunction with other system options and
programming  selected by Client) is consistent  with  Governmental  Requirements
applicable to Client,  or the terms and conditions of Client's  Transaction Card
agreements with, or disclosure to, the Cardholders.

              (c)  WildCard  shall be  entitled  to rely  upon and use,  without
verification,  any and all information, data and instructions any time submitted
to WildCard by Client having to do with the  Cardholder  Accounts,  and WildCard
shall have no  responsibility  or liability  whatsoever  for (i) the accuracy or
inaccuracy thereof,  (ii) the wording or text authored or submitted by Client to
WildCard, for materials to be prepared or for other purposes,  (iii) the wording
or text appearing on any forms,  Transaction Cards or other materials  furnished
by Client to WildCard,  or (iv) any  non-compliance of such  information,  data,
instruction, wording or text with applicable Governmental Requirements.

         5.2  NON-SOLICITATION. During the term of this Agreement and for twelve
(12) months  thereafter  WildCard and Client  shall not  directly or  indirectly
solicit for employment any person  employed then or within the preceding  twelve
(12) months by the other Party,  without the other  Party's  consent in writing.
The foregoing  prohibition  does not include  general public  solicitations  for
employment.

         6.   CONFIDENTIALITY

         6.1  CONFIDENTIAL INFORMATION. Each of WildCard and Client acknowledges
that the other possesses and will continue to possess  information that has been
developed or received by it, has commercial  value in its business and is not in
the public domain.  For purposes of this Agreement,  "Confidential  Information"
shall mean: (a) all information of a Party marked "confidential,"  "restricted,"
"proprietary"  or with a  similar  designation;  (b) in the case of  Client,  in
addition  to the  items  specified  in  (a)  above,  Client  Data  and  business
information regarding

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<PAGE>

business planning and operations of Client; and (c) in the case of WildCard,  in
addition  to the items  specified  in (a)  above,  trade  secrets,  confidential
knowledge,   know-how,   technical   information,   data  or  other  proprietary
information relating to the WildCard System (including,  without limitation, all
source code, object code,  software  programs,  computer  processing systems and
techniques  employed or used by WildCard or its Affiliates and any related items
such as specifications,  layouts,  flow charts,  manuals,  instruction books and
programmer,  technical  and  user  documentation,  and  any  and  all  upgrades,
enhancements,   improvements  or  modifications  to  the  foregoing);   business
information  regarding  business  planning  and  operations  of WildCard and its
Affiliates;  and all  information  regarding  WildCard's  provision  of Services
hereunder.

         6.2 OBLIGATIONS.  Each Party will use at least the same degree of care,
but not less than  reasonable  care, to prevent  disclosing to other persons the
Confidential  Information of the other Party as it employs to avoid unauthorized
disclosure,  publication or  dissemination  of its own  information of a similar
nature; provided,  however, that each Party may disclose such information to its
employees,  agents,  subcontractors  and  vendors  who have a need to know  such
information and who have been advised by the disclosing  Party of the obligation
to preserve such  information's  confidentiality.  The receiving  Party shall be
responsible for any breach by any such employee, agent,  subcontractor or vendor
of any such confidentiality obligations.  Upon expiration or termination of this
Agreement  for any reason,  each Party shall return  promptly to the other Party
all Confidential  Information in such Party's  possession and certify in writing
to the other Party its compliance with this sentence.

         6.3 EXCLUSIONS.  Notwithstanding the foregoing, this Section 6 will not
apply  to any  particular  information  of a Party  that  the  other  Party  can
demonstrate (a) was, at the time of disclosure to it, in the public domain;  (b)
after  disclosure  to it, is published  or otherwise  becomes part of the public
domain through no fault of the receiving Party; (c) was in the possession of the
receiving Party at the time of disclosure to it without being subject to another
confidentiality  agreement; (d) was received after disclosure to it from a third
party who had a lawful  right to  disclose  such  information  to it; or (e) was
independently developed by the receiving Party without reference to Confidential
Information  of  the  furnishing  Party.  In  addition,  a  Party  shall  not be
considered to have breached its obligations  under this Section 6 for disclosing
Confidential  Information  of the other  Party (i) as  required  pursuant  to an
arbitration  proceeding  conducted in accordance  with Section 11, provided that
such  disclosure is made in accordance  with the approval or at the direction of
the Arbitration  Panel, or (ii) if in the opinion of such Party's counsel,  such
disclosure is required by legal process or pursuant to any  applicable  statute,
rule or  regulation,  provided  that,  except with  respect to  securities  laws
disclosure obligations,  such Party advises the other Party prior to making such
disclosure  in order that the other  Party may object to such  disclosure,  take
action to assure confidential handling of the Confidential Information,  or take
such other appropriate action to protect the Confidential Information.

         6.4 LOSS OF CONFIDENTIAL INFORMATION. In the event of any disclosure or
loss of, or  inability  to account  for,  any  Confidential  Information  of the
furnishing Party, the receiving Party will promptly notify the furnishing Party.

         6.5 NO IMPLIED  RIGHTS.  Nothing  contained  in this Section 6 shall be
construed  as  obligating  a  Party  to  disclose  any  particular  Confidential
Information to the other Party, or as

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<PAGE>

granting to or  conferring  on a Party,  expressly or  impliedly,  any rights or
license to the Confidential  Information of the other Party, except as otherwise
provided herein.

         6.6  PUBLICITY.  Neither  Party will,  without the other  Party's prior
written consent, use the name, service marks or trademarks of the other Party or
any of its Affiliates;  provided, however, that (a) WildCard may use Client as a
reference  and may  indicate  to others  that  Client is a user of the  WildCard
System to provide the Services under this Agreement; and (b) Client may indicate
to others that WildCard is the provider of services covered by this Agreement.

         6.7  EQUITABLE  REMEDIES. Each Party  acknowledges that, if it breaches
(or attempts or threatens to breach) its  obligations  under this Section 6, the
other Party will be  irreparably  harmed.  Accordingly,  if a court of competent
jurisdiction  should find that a Party has breached (or  attempted or threatened
to  breach)  any such  obligations,  such  Party will not oppose the entry of an
appropriate  order compelling  performance by such Party and restraining it from
any further breaches (or attempted or threatened breaches).

         6.8 CONFIDENTIALITY OF AGREEMENT. Both Parties agree that the terns and
conditions of this Agreement  shall be treated as  confidential  information and
that no reference to the terns and conditions of this Agreement or to activities
pertaining  thereto can be made in any form without the prior written consent of
the other party; provided, however, that the general existence of this Agreement
shall not be treated  as  confidential  information  and that  either  party may
disclose  the terms and  conditions  of this  Agreement:  (a) as required by any
court or other  governmental  body; (b) as otherwise required by law including a
party's  obligations  under applicable  securities laws; (c) to legal counsel of
the  parties;  (d) in  confidence,  to  accountants,  banks,  ratings  agencies,
proposed investors, and financing sources and their advisors; (e) in confidence,
in  connection  with the  enforcement  of this  Agreement  or rights  under this
Agreement;  or (f) in confidence,  in connection with a merger or acquisition or
proposed merger or acquisition, or the like.

         6.9  SECURITY OF CARDHOLDER  DATA. Client and WildCard each acknowledge
and agree that this  Agreement  constitutes an agreement for WildCard to perform
services  for  Client  as  contemplated  in  Title  V of the  Gramm-Leach-Bliley
Financial  Modernization  Act (the "Act") and  Regulation P issued under the Act
("Regulation  P").  Without  limiting  the  generality  of  the  terns  of  this
Agreement,  WildCard  agrees  that it shall  protect  the  privacy  of  Client's
consumers  and  customers  non-public  personal  information,  as such terns are
defined in the Act and in Regulation P ("Consumer  Information") to at least the
same extent that Client must  maintain  that  confidentiality  under the Act and
Regulation  P.  Without  limiting  the  generality  of the  foregoing  sentence,
WildCard  shall not disclose any  non-public  personal  information to any third
person except as required in the  performance of Services under this  Agreement,
and WildCard shall not use any non-public personal infonnation except to perform
the  Services   described  under  this   Agreement.   WildCard  shall  establish
administrative,  technical and physical safeguards for Client's customer records
and  information  in WildCard's  control or possession  from time to time.  Such
safeguards  shall be designed  for the purpose of: (a)  insuring the security of
such records and information,  (b) protecting against any anticipated threats or
hazards to the security or integrity  of such records and  information;  and (c)
protecting against unauthorized access to or use of such records and information
that would result in substantial harm or inconvenience to

                                       13
<PAGE>

any Client  customer.  Such  safeguards  shall be established in accordance with
Section 501 of the Act and the Interagency Guidelines Establishing Standards for
Safeguarding  Customer  Information  adopted pursuant to Section 501 of the Act.
Any  changes to the  Services  required  to comply with any change to or revised
interpretation  of the Act or Regulation P, or to implement any  requirement  of
any other federal or state law, rule, regulation or judicial interpretation with
respect to the  privacy or  security  of  Cardholder  Data shall be handled as a
Service Change as outlined in Section 2.2 of this Agreement, shall be subject to
the  provisions of Section 12.4, and may result in a change in the Charges which
are payable by Client for the  Services.  Client shall  provide  WildCard with a
copy of its privacy policy established in accordance with the Act and Regulation
P.

         7.   INTELLECTUAL PROPERTY RIGHTS

         7.1 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Client shall be the sole
and  exclusive  owner of all  right,  title  and  interest  (including,  without
limitation,  all  Intellectual  Property  Rights) in and to the Client  Content.
WildCard shall be the sole and exclusive owner of all right,  title and interest
(including,  without limitation, all Intellectual Property Rights) in and to the
WildCard Content and the WildCard System.  Client acknowledges that the WildCard
System   constitutes   valuable   trade  secrets  of  WildCard  and   constitute
Confidential  Information  subject to Section 6. Nothing in this Agreement shall
be deemed to grant to one Party, by implication,  estoppel or otherwise, license
rights,  ownership  rights  or any  other  Intellectual  Property  Rights in any
materials owned by the other Party or any Affiliate of the other Party.

         7.2  CLIENT DATA. Client shall own all right, title and interest in and
to the Client Data.  Following  expiration  or  termination  of this  Agreement,
WildCard  shall promptly  provide to Client a copy of all Client Data.  WildCard
may  retain  a copy  of the  Client  Data  if  required  to  satisfy  regulatory
requirements.

         8.   INSURANCE

         Each Party shall obtain and  maintain,  at its own cost,  the insurance
coverages   which  are   described  on  Schedule  C  as  being  its   respective
responsibility.  These insurance coverages do not create or imply any limitation
of liability.  The Party which is  responsible  for  obtaining  and  maintaining
certain  insurance  coverages shall provide the other Party with certificates of
such  insurance  coverages  promptly  following the date that this Agreement has
been executed by both Parties. Each insurance certificate shall provide that the
insurance  policy  shall not be subject to  termination  without at least thirty
(30) days  prior-written  notice to the certificate  holder. A Party responsible
for  obtaining  and  maintaining  property  insurance  coverage  shall  use  all
reasonable efforts to ensure that the policy contains a provision or endorsement
which waives the  insurance  company's  right of  subrogation  against the other
Party and its employees, agents, directors and officers in the event of any loss
or damage from events within the coverage of the insurance policy.

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<PAGE>

         9.   LIMITATION OF LIABILITY

         9.1  DIRECT  DAMAGES. If  WildCard  shall  during the term be liable to
Client,  any  Cardholder,  or any other third party as a result of any disputes,
controversies  or claims of any kind or nature  arising  under or in  connection
with  this  Agreement  or the  relationship  created  hereby  (whether  any such
breaches,  disputes,  controversies  or claims  are based  upon  contract,  tort
(including  negligence)  or any other legal  theory),  all damages from all such
breaches,  disputes,  controversies or claims are limited to actual,  direct and
out-of-pocket damages which are reasonably incurred by Client.

         9.2  CONSEQUENTIAL  DAMAGES EXCLUSION. Notwithstanding  anything to the
contrary in this  Agreement,  WildCard shall have no liability for, nor will the
measure of damages  include,  under any theory of  liability  (whether  legal or
equitable), any indirect,  special, punitive or consequential damages or amounts
for business interruption,  loss of income, profits or savings arising out of or
relating to their performance or non-performance under this Agreement.

         9.3  LIMITATION ON DAMAGES.

              (a) The cumulative amount of all such damages  recoverable against
WildCard for all such breaches,  disputes,  controversies  and claims during the
entire  term,  will not exceed,  in the  aggregate,  an amount equal to the teal
amount of  WildCard's  Charges  under  this  Agreement  for the three (3) months
immediately  preceding the Arbitration  Panel's then current final determination
of the amount of damages recoverable against WildCard.

              (b) Notwithstanding the foregoing  provisions of this Section 9.3,
the  liability  limitations  contained in such  subsection  shall not apply with
respect  to:  (i)  proven  damages  caused  solely and  directly  by  WildCard's
intentional misconduct  constituting a violation of applicable civil or criminal
law or other act of WildCard  for which a limitation  of liability  provision is
unenforceable  under  applicable  law, or (ii) proven  damages  arising  under a
claimed breach of Section 6.

              (c) Subject to the  exceptions  set forth in Section  9.3(b),  the
limitations  set forth in this  Sections 9.1, 9.2 and 9.3(a) shall apply whether
or not the alleged  breach or default is a breach of a fundamental  condition or
term,  or a fundamental  breach,  or if any limited  warranty or limited  remedy
fails of its essential purpose.

         9.4  WARRANTY  EXCLUSION. EXCEPT FOR WARRANTIES  EXPRESSLY MADE IN THIS
AGREEMENT, WILDCARD MAKES NO REPRESENTATIONS OR WARRANTIES,  EXPRESS OR IMPLIED,
TO  CLIENT,  ANY  CARDHOLDER,  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.
If this Agreement includes or refers to any economic models, pro formas,

                                       15
<PAGE>

or projections  of any kind, it is understood  that WildCard makes no express or
implied  warranty  with  respect  to  such  economic  models,   pro  formas,  or
projections,   including   without   limitation  any  warranty  of  feasibility,
profitability or results.

         10.  EXCUSABLE DELAY

         10.1 EXCUSABLE DELAY DEFINED.  The term "Excusable  Delay" shall mean a
delay in  performance  or failure to perform which is due to an event beyond the
reasonable control of a Party and shall include, without limitation, (a) acts of
God,  weather  conditions,  explosion,  flood,  earthquake,  or fire; (b) war or
threat of war, sabotaging,  riot,  revolution,  civil disturbance or requisition
within the  continental  United  States;  (c) acts,  restrictions,  regulations,
prohibitions or measures of any kind on the part of any' governmental authority;
(d) import and export  regulations  or embargos;  or (e) strikes,  lockouts,  or
other industrial actions or trade disputes.

         10.2 DELAY OR  NON-PERFORMANCE  DUE TO EXCUSABLE  DELAY.  Neither Party
shall  be  liable  to the  other  Party or be  deemed  to be in  breach  of this
Agreement (other than Client's  obligation to pay Charges owed WildCard pursuant
to this  Agreement) by reason of any Excusable  Delay. A Party  experiencing  an
Excusable Delay in its performance shall  immediately  notify the other Party by
telephone  (to be confirmed in writing  within three days after the inception of
the Excusable Delay) and shall describe in reasonable  detail the  circumstances
causing such Excusable  Delay. The Party  experiencing  Excusable Delay shall be
excused from  performance of such obligations so affected by the Excusable Delay
event for the period  during which the Excusable  Delay event  continues and for
such time thereafter as is reasonably  necessary to overcome the effects of such
Excusable  Delay.  Both Parties shall use all reasonable  efforts to overcome or
work around the Excusable Delay event as soon as reasonably practicable.

         11.  DISPUTE RESOLUTION

         11.1 GENERAL.   Any dispute  between the  Parties  arising  under or in
connection  with this  Agreement or any breach of this  Agreement (a  "Dispute")
shall be resolved solely in accordance with the procedures in this Section 11.

         11.2 EFFORTS TO RESOLVE BY MUTUAL  AGREEMENT.  Any Dispute arising from
or in connection  with this Agreement or the  relationship  of the Parties under
this Agreement  whether based on contract,  tort,  common law, equity,  statute,
regulation, order or otherwise, shall be resolved as follows:

              (a) Upon written request of either  WildCard,  on the one hand, or
Client, on the other hand, the Parties will appoint a designated  representative
whose task it will be to meet for the  purpose of  endeavoring  to resolve  such
Dispute.

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

                                       16
<PAGE>

              (c) Formal  proceedings for the resolution of a Dispute may not be
commenced until the earlier of:

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

                  (ii)  the expiration of the thirty (30) day period immediately
                        following the initial request to negotiate the Dispute;

provided,  however,  that this  Section  11.2 will not be construed to prevent a
Party from instituting formal proceedings earlier to avoid the expiration of any
applicable  limitations  period, to preserve a superior position with respect to
other creditors or to seek temporary or preliminary  injunctive  relief pursuant
to Section 6.7.

         11.3 ARBITRATION.

              (a)  If  the   Parties  are  unable  to  resolve  any  Dispute  as
contemplated  by Section 11.2,  such Dispute shall be submitted to mandatory and
binding  arbitration  at the election of either  WildCard,  on the one hand, and
Client,  on the other hand (the "Disputing  Party") for disputes up to $100,000.
Except as otherwise  provided in this Section  11.3,  the  arbitration  shall be
pursuant  to  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association (the >>).

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

                                       17
<PAGE>

              (c) The  arbitration  hearing  shall  be held in Fort  Lauderdale,
Florida or at such  other  location  as the  Parties  may  mutually  agree.  The
Arbitration  Panel is specifically  authorized to render partial or full summary
judgment as provided for in the Federal Rules of Civil  Procedure.  In the event
summary judgment or partial summary judgment is granted, the nonprevailing Party
may not raise as a basis for a motion  to vacate an award  that the  Arbitration
Panel failed or refused to consider  evidence bearing on the dismissed  claim(s)
or  issue(s).  The  Federal  Rules of Evidence  shall  apply to the  arbitration
hearing.  The Party  bringing a particular  claim or  asserting  an  affirmative
defense  will have the burden of proof with  respect  thereto.  The  arbitration
proceedings and all testimony, filings, documents and information relating to or
presented during the arbitration  proceedings  shall be deemed to be information
subject to the  confidentiality  provisions of this  Agreement.  The Arbitration
Panel will have no power or authority, under the Commercial Arbitration Rules of
the AAA or otherwise,  to relieve the Parties from their agreement  hereunder to
arbitrate or otherwise to amend or disregard  any  provision of this  Agreement,
including, without limitation, the provisions of this Section 11.3.

              (d)  Should an  arbitrator  refuse or be  unable to  proceed  with
arbitration proceedings as called for by this Section 11.3, the arbitrator shall
be replaced by the Party who selected such arbitrator, or if such arbitrator was
selected by the two  Party-appointed  arbitrators,  by such two  Party-appointed
arbitrators selecting a new third arbitrator in accordance with Section 11.3(b).
Each such replacement  arbitrator shall satisfy the Basic Qualifications.  If an
arbitrator is replaced  pursuant to this Section  11.3(d) after the  arbitration
hearing has commenced,  then a rehearing shall take place in accordance with the
provisions of this Section 11.3 and the Commercial Arbitration Rules of the AAA.

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

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

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

              (h) Each Party  will bear a pro rata share of all fees,  costs and
expenses of the arbitrators,  and notwithstanding any law to the contrary,  each
Party will bear all the fees,  costs and expenses of its own attorneys,  experts
and  witnesses;   provided,  however,  that  in  connection  with  any  judicial
proceeding  to compel  arbitration  pursuant  to this  Agreement  or to confirm,
vacate or enforce any award rendered by the  Arbitration  Panel,  the prevailing
Party in such a

                                       18
<PAGE>

proceeding will be entitled to recover  reasonable  attorneys' fees and expenses
incurred in connection with such proceeding,  in addition to any other relief to
which it may be entitled.

         11.4 EQUITABLE  RELIEF.   Nothing  in  Sections  11.2 or 11.3  shall be
construed to prevent any Party from seeking from a court a temporary restraining
order or other  temporary or preliminary  relief  pending final  resolution of a
Dispute pursuant to Section 11.2 or Section 11.3.

         12.  TERM; TERMINATION

         12.1 TERM. The term of this  Agreement  shall commence on the Effective
Date and shall continue  until this  Agreement is terminated as provided  below.
If, after the first  anniversary of the Effective Date, no Program Schedules are
then in effect  under this  Agreement,  a Party may  terminate  this  Agreement,
without cause, upon sixty (60) days prior written notice to the other Party

         12.2  TERMINATION  FOR CAUSE. In the event of a material breach of this
Agreement   by  a  Party  (the   "Breaching   Party"),   the  other  Party  (the
"Non-Breaching   Party")  may  give  written  notice  of  such  material  breach
specifying in reasonable  detail the nature of the breach and, if the breach may
be cured,  the curative  action which needs to be taken by the  Breaching  Party
(the "Breach Notice").  If the Breaching Party fails to cure the material breach
within  thirty  (30)  days  after  receipt  of  the  Breach  Notice,   then  the
Non-Breaching  Party shall have the right to  terminate  this  Agreement  or the
applicable  Program  Schedule  under which such breach has occurred  immediately
upon notice; provided, however, that if the Breaching Party has commenced a cure
of the breach within such 30 day period after receipt and thereafter  diligently
and in good faith pursues the completion of such cure, the  Non-Breaching  Party
shall not have the right to terminate  this  Agreement  unless the breach is not
fully  cured as of sixty  (60) days  after  receipt  of the  Breach  Notice.  In
addition to the foregoing termination rights,  WildCard shall have the right, at
its election,  to terminate this Agreement and all Program Schedules immediately
by written notice,  or alternatively to suspend further  performance of Services
without  terminating  this  Agreement,  if (a) Client  fails to pay any  Charges
within ten (10) days, (b) if required by the  Associations  or the Issuing Bank,
or (c) if Client fails to fulfill its  obligations to fund the Proceeds  Account
as required herein. In particular, Client acknowledges that the Issuing Bank may
require the  termination  of this  Agreement  and any or all  Program  Schedules
hereunder in the following circumstances:

         (a) Failure of Client to observe or perform,  in any material  respect,
Client's  obligations  under this  Agreement  that continues for a period of.(i)
thirty (30) days after the Issuing Bank provides WildCard written specifying the
failure in the case of a failure not involving the payment of money, or (ii) ten
(10) days after the Issuing Bank provides WildCard written notice specifying the
failure  in the  case of a  failure  to pay  any  amount  then  due  under  this
Agreement;

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

                                       19
<PAGE>

         (c) Client (i)  voluntarily  commencing  any  proceeding  or filing any
petition  seeking  relief under Title 11 of the United  States Code or any other
Federal,  state or foreign bankruptcy,  insolvency,  liquidation or similar law,
(ii)  applying for or  consenting  to the  appointment  of a receiver,  trustee,
custodian,  sequestrator or similar official for such Party or for a substantial
part of its  property  or  assets,  (iii)  making a general  assignment  for the
benefit  of  creditors,  or (iv)  taking  corporate  action  for the  purpose of
effecting any of the foregoing; or

         (d) The  commencement of an involuntary  proceeding or the filing of an
involuntary  proceeding or the filing of an  involuntary  petition in a court of
competent  jurisdiction  seeking  (i)  relief  in  respect  of  Client,  or of a
substantial  part of its property or assets under Title 11 of the United  States
Code or any other Federal, state or foreign bankruptcy, insolvency, receivership
or  similar  law,  (ii)  the  appointment  of a  receiv6r,  trustee,  custodian,
sequestrator  or similar office for the Client or for a substantial  part of its
property or assets,  or (iii) the winding up or liquidation,  of the Client,  if
such proceeding or petition shall continue  un-dismissed  for sixty (60) days or
an order or decree  approving or ordering any of the  foregoing  shall  continue
unstayed and in effect for sixty (60) days.

         (e) Upon any  change to or  enactment  of any law or  regulation  which
would have a material adverse effect upon the Transaction Card Program.

         12.3 INSOLVENCY.  Except as otherwise provided by law, either Party may
terminate  this  Agreement  by written  notice to the other  Party if one of the
Parties  (a)  commences  a  voluntary  proceeding  under  any  Federal  or state
bankruptcy, insolvency or reorganization law, or (b) has such a proceeding filed
against it and fails to have such  proceeding  stayed or vacated  within  thirty
(30) days, or (c) upon the end of any such stay,  fails to have such involuntary
proceeding  vacated within ten (10) business days thereafter,  or (d) admits the
material  allegations of any petition in bankruptcy  filed against it, or (e) is
adjudged  bankrupt,  or (f) makes a general  assignment  for the  benefit of its
creditors,  or if a receiver is appointed  for all or a  substantial  portion of
such Party's  assets and is not  discharged  within ten (10) business days after
the appointment of the receiver.  Any termination of this Agreement  pursuant to
this Section 12.3 shall be considered to be by reason of anticipatory  breach of
contract,  and such  termination  shall be without  prejudice  to any rights the
terminating Party may have by reason of such anticipatory breach.

         12.4 TERMINATION FOR CERTAIN LEGAL CHANGES.  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 WildCard,  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 Governmental Requirements.  If such modifications
require material change in Services or WildCard's cost of Services,  the Parties
will  negotiate  in good  faith  to make  any  required  change  in the  Charges
specified  in this  Agreement.  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

                                       20
<PAGE>

this  Agreement  violates any  Governmental  Requirements,  either Party may, by
giving written  notice,  terminate this Agreement as of a date specified in such
notice.

         13.  GENERAL

         13.1 INDEPENDENT  CONTRACTOR  RELATIONSHIP.   WildCard is serving as an
independent contractor to Client under this Agreement. Nothing in this Agreement
shall be deemed or construed to create the  relationship of partnership or joint
venture  between the  Parties,  it being  understood  that neither the method of
computing compensation nor any other provision contained in this Agreement shall
be deemed  to  create  any  relationship  between  the  Parties  other  than the
relationship of independent parties contracting for services. Neither Party has,
and shall not hold  itself  out as  having,  any  authority  to' enter  into any
contract or create any  obligation or liability on behalf of, in the name of, or
binding upon the other Party.

         13.2 NOTICES.   Any notices to be given  hereunder  to any other Party,
including  any notice of a change of  address,  shall be in writing and shall be
deemed  validly  given if (a)  delivered  personally or (b) sent by overnight or
second day express delivery service or (c) sent by registered or certified mail,
postage prepaid, return receipt requested or (d) sent by confirmed facsimile, as
follows:

                 If to Client:


                         -------------------------

                         -------------------------

                         -------------------------
                         Attn:
                              --------------------
                         Fax:
                              --------------------

         If to WildCard:

                 WildCard Systems, Inc.
                 1601 Sawgrass Corporate Parkway
                 Suite 300
                 Sunrise, FL 33323
                 Attn: Bill Kline
                 Fax: 954 851-9537

All such  notices  shall be deemed  given on the date of actual  receipt  by the
addressee  if  delivered  personally,  on the date of deposit  with the  express
delivery service or the postal authorities if sent in either such manner, on the
date of the facsimile  confirmation  if sent in such manner,  and on the date of
actual receipt by the addressee if delivered in any other manner.

         13.3  SCHEDULES AND  ATTACHMENTS.  Immediately  following the signature
page is a list of Schedules  which have been attached to this  Agreement  before
execution and are hereby incorporated by reference.  Following execution of this
Agreement,  certain additional Schedules and attachments may be expressly agreed
upon by the Parties pursuant to the provisions of this

                                       21
<PAGE>

Agreement  whereupon  such  Schedules or  attachments  shall become part of this
Agreement  and  incorporated  by reference.  References  in this  Agreement to a
"Schedule" means a schedule to this Agreement and all attachments thereto unless
otherwise provided.

         13.4  RESOLUTION  OF CONFLICT  BETWEEN  DOCUMENTS.  In the event of any
conflict  between the terms of this  Agreement and any Schedule,  this Agreement
shall control the Parties'  rights and  obligations  except where this Agreement
has been  expressly  amended  in such  Schedule.  In the  event of any  conflict
between  the terms of any  Schedule  and an  attachment  to such  Schedule,  the
Schedule  shall  control the Parties'  rights and  obligations  except where the
Schedule has been expressly amended in such attachment.

         13.5  ASSIGNMENT.  Each  Party  shall  have the  right to  assign  this
Agreement  to an  Affiliate  of such  Party  as well  as to any  successor  to a
substantial part of the business or assets of such Party; provided that any such
assignment  shall not relieve the assigning Party of its obligations  under this
Agreement.   WildCard   shall  have  the  right  to  utilize  the   services  of
subcontractors  in performing the Services,  provided that WildCard shall retain
responsibility  under this Agreement for all  subcontracted  Services.  The term
"Affiliate" means an entity controlling,  controlled by, or under common control
with the specified Party, with control meaning (a) owning directly or indirectly
more than 50% of the  outstanding  voting  equity  interests of an entity or (b)
having the right  directly or indirectly to appoint a majority of members of the
board or other body which directs the management and policies of an entity.

         13.6  AMENDMENT  OR  WAIVER.  No  amendment  or  modification  of  this
Agreement shall be valid unless it is in writing and signed by both Parties.  No
waiver of any provision of this Agreement shall be valid unless it is in writing
and signed by the Party who is asserted to have made the waiver; any waiver of a
breach or observance of any provision of this Agreement  shall not operate or be
construed as a waiver of any subsequent breach.

         13.7  HEADINGS;  CAPTIONS.  The headings and captions of this Agreement
are included for convenience only and shall not be considered in construction of
the provisions hereof.

         13.8 GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida without regard to its conflicts of laws principles.  Subject to
the dispute  resolution  procedures  in this  Agreement,  all legal  proceedings
relating to the subject  matter of this  Agreement  shall be  maintained  in the
federal  courts  sitting in the State of Florida (or in the state courts sitting
in the State of Florida if federal court jurisdiction is not available) and each
Party consents that  jurisdiction and venue for any such legal proceedings shall
lie exclusively with such courts.

         13.9  SURVIVAL. The provisions of Sections 3.9, 3.10,  3.11,  4.2, 4.3,
4.4, 5, 6, 7, 9, 11, 13.1,  13.2, 13.8 and 13.12 shall survive any expiration or
termination of this Agreement.

         13.10 SEVERABILITY.   If any  provision  of  this  Agreement  shall  be
determined   by  any  court  of   competent   jurisdiction   to  be  invalid  or
unenforceable,   such  invalidity  or  unenforceability  shall  not  affect  the
remainder of this Agreement, which shall be construed as if such invalid or

                                       22
<PAGE>

unenforceable  provision had never been a part of this Agreement but in a manner
so as to carry out as nearly as possible the Parties' original intent.

         13.11 BINDING  EFFECT.  This Agreement  shall be binding upon and shall
benefit the Parties and their respective successors and permitted assigns.

         13.12 NO  THIRD  PARTY   BENEFICIARIES.    There  are  no  third  party
beneficiaries of this Agreement.

         13.13 COUNTERPARTS.   This Agreement may be executed  simultaneously in
several  counterparts,  each of which  shall be  deemed  an  original  but which
together shall constitute one and the same instrument.

         13.14 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties  regarding  the subject  matter  hereof and  supersedes  any
letters of intent, memorandums of understanding, confidentiality agreements, and
other  agreements  and  communications,  oral or  written,  between  the Parties
regarding such subject matter.

         IN WITNESS  WHEREOF,  the Parties  hereto  have  caused  this  Services
Agreement to be duly executed and delivered by their respective officers thereto
duly authorized, all as of the day and year first above written.

WILDCARD SYSTEMS, INC.                        CORPORATE SPORTS INCENTIVES,
                                              INC.

By: /s/ Gary Palmer                           By: /s/ Anthony G. Roth
    ---------------                               -------------------

Name: Gary Palmer                             Name: Anthony Roth
      -----------                                   ------------

Title: COO                                    Title:   CEO
       ---                                             ---

Date: 4/1/2003                                Date:   4/1/2003
      --------                                        --------

                                       23
<PAGE>

                               INDEX TO SCHEDULES
                                       TO
                               SERVICES AGREEMENT

               Schedule A             Program Schedule
               Schedule B             Insurance Coverages
               Schedule C             Service Standards


<PAGE>

                               PROGRAM SCHEDULE A
                                       TO
                               SERVICES AGREEMENT

This Program  Schedule (the "Program  Schedule") is entered into this lst day of
April,  2003,  by and between  WILDCARD  SYSTEMS,  INC.,  a Florida  corporation
("WildCard") and CORPORATE SPORTS INCENTIVES,  INC., a New Hampshire Corporation
("Client"),  in accordance  with the terms of the Services  Agreement  among the
parties dated April 1, 2003 (the "Agreement").

1.0      OVERVIEW SUMMARY

         The  Golf   Ticket,   Ski  Ticket  and  Spa  Gift  are  prepaid   cards
         (collectively  known as  "UGT")  that  operates  through  the  Discover
         network and is restricted to certain golf courses,  ski resorts or spas
         identified  by  Client.  The UGT will be sold at a variety of retail or
         e-tail establishments as a stand-alone gift card, distributed by Client
         to various  entities  that may  distribute  the Cards or packaged  with
         other products.

         Typically,  merchants  that sell the UGT Card will  "activate" the Card
         their POS systems that have been  modified to route these  transactions
         or messages to WildCard in some mutually  agreed upon fashion.  In some
         instances  Cards will be "activated" via the IVR in which the purchaser
         may also provide certain  personal data to an automated  system or Live
         Agent as directed by Client.  Also,  Client may deploy  other means for
         electronic  activation when Cards are  distributed to various  entities
         for their distribution.

         An  important  aspect of this Program is that the  Cardholder  or other
         purchaser of a Card, has acquired an "experience" and not a Card with a
         monetary  denomination.  Cards  will be  designed  for  either a single
         authorization  or  one-reload , subject to certain  business  rules and
         then any remaining  balance  remove.  Any value  associated  with these
         Cards is not to shared with anyone other than the Client and Discover.

2.0        WI1DCARD SERVICES DESCRIPTION

         2.1      WildCard will provide the ordinary and  customary  transaction
                  processing  services (ex. account creation,  facilitating card
                  fulfilment,  authorization  and  settlement,  etc.)  and other
                  services  associated with Cards as agreed to by the parties in
                  accordance With this Program Schedule.

         2.2      Cards will only be  authorized  for  purchases at a network of
                  merchants. The precise method for enabling this, either by MCC
                  or  Merchant  ID codes,  will be  mutually  agreed upon by the
                  parties.

         2.3      Cards  will  only  be  permitted   for  one  or  two  approved
                  authorizations  (as  defined by the  Client) - any  additional
                  attempts will be declined.

         2.4      The value  associated with each Card will be determined by the
                  Client.

<PAGE>

         2.5      The  dollar  value  associated  with  a  Card  shall  only  be
                  disclosed to the Client and never to any other party including
                  the Cardholder or in any fashion by WildCard.

         2.6      WildCard shall provide timely  detailed  reporting and account
                  information  on a  prescribed  basis  regarding  any debits or
                  credits WildCard makes to the Settlement Account.

         2.7      WildCard   shall  submit   Client's  image  graphics  and  the
                  promotional  material  for the program to Discover  for review
                  and approval upon  WildCard's  receipt of such  materials from
                  Client.

         2.8      WildCard will provide  movement of funds between  WildCard and
                  Discover  on  each  Bank   business  day  for   settlement  in
                  accordance  with  the  funding  requirements   established  by
                  WildCard and Discover and agreed upon by Client.

         2.9      If directed by Client, WildCard will automatically  chargeback
                  any  permissible  settled but  unauthorized  transactions,  in
                  accordance  with  Discover's  operating  regulations  and  the
                  parameters  established  by Client,  in order to minimize  the
                  opportunity for negative balances or overdraft.

         3.0      WildCard will attempt to secure a Discover Issuer and Discover
                  approval, but makes no warranties as to Discover's willingness
                  nor  an  Issuer's  willingness  to  approve  and  support  the
                  Program.

3.0      KEY ASSUMPTIONS

         This  description  of Services  and  WildCard's  pricing to perform the
         Services are based on the following  key  assumptions.  Deviation  from
         these  assumptions  may require an  adjustment  to price,  the solution
         architectural  description,   the  proposed  implementation  plan,  the
         service standards, and the description of Services.

--------------------------------------------------------------------------------
Program Name                                UGT Card
--------------------------------------------------------------------------------
Program Anticipated Live Date               June 2003
--------------------------------------------------------------------------------
Initial Card Stock Order
--------------------------------------------------------------------------------
Card/Account Branding                       Novus/Discover on the back of Cards
--------------------------------------------------------------------------------
Card/Account Type -                         Some are Non-Reloadable, Others are
                                            Reloadble
--------------------------------------------------------------------------------
Card/Virtual Account Acceptance             Only Authorized as Select Merchants
--------------------------------------------------------------------------------
Card Fulfillment                            TBD - Oberthur will Manufacture
                                            Cards
--------------------------------------------------------------------------------
PIN Notification Method.                    No PIN
--------------------------------------------------------------------------------
Card Account Design                         Physical, Custom Cards
--------------------------------------------------------------------------------
Card Accounts Issued During Year One        250,000
--------------------------------------------------------------------------------
Card Accounts Issued During Year Two        500,000
--------------------------------------------------------------------------------
Card Accounts Issued During Year Three      1,000,000
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
Card Account Ordering Method                Written Request to WildCard
--------------------------------------------------------------------------------
Value Load Frequency                        One or Two Times as Configured
--------------------------------------------------------------------------------
Value Load Source                           EFT from Client
--------------------------------------------------------------------------------
Value Load Method                           Pre-Determined by Client
--------------------------------------------------------------------------------
Card/Account Activation Method              Electronically from Merchant's POS
                                            devices or through the IVR
--------------------------------------------------------------------------------
Primary Customer Service Method             Client with Talon
--------------------------------------------------------------------------------
Secondary Customer Service Method           WildCard Systems
--------------------------------------------------------------------------------
Tertiary Customer Service Method            N/A
--------------------------------------------------------------------------------
Single or Multiple Purse                    Multiple
--------------------------------------------------------------------------------
Custom or Generic IVR Options               Custom IVR
--------------------------------------------------------------------------------

4.0      CLIENT OBLIGATIONS

4.1      Client shall be responsible for "good funds" associated with all Cards,
         Good funds means that WildCard will honor,  subject to other  provision
         of this Agreement, instructions to activate and/or load value to Cards.
         WildCard  shall have not liability  should  Client later  discover that
         funds  associated  with the  transaction  are not good  (ex.  Cards are
         purchased using counterfeit  currency,  a bad check,  fraudulently used
         credit cards, etc.).

4.2      Client shall provide graphics, promotional material to WildCard Systems
         in sufficient  time to allow for review and approval by Discover  prior
         to Program start.

4.3      Client shall pay, without demand or setoff, the Fees.

4.4      Client  shall  disclose  all  applicable  terms and  conditions  to its
         customers. Such terms and conditions shall be subject to WildCard's and
         Discover's prior written approval.

4.5      Client will be responsible  to fund any overdraft or negative  balances
         from the  Cards if  WildCard  has  failed  to win a  chargeback  from a
         Merchant that has presented settled but unauthorized  transactions or a
         Cardholder   dispute  is  not  resolved  to  the  satisfaction  of  the
         Cardholder and an overdraft remains.

4.6      WildCard  will provide  Client with reports as requested in  accordance
         with the Fee Schedule. The reports will be available to Client on their
         reporting URL provided by WildCard.

4.7      Client will be  responsible  for  providing all funds  associated  with
         "active  Cards"  associated  with this program.  Client will initiate a
         funds transfer,  equal to the difference between dollars on deposit and
         the  total  dollar  amount  associated  with  Cards  into the  WildCard
         settlement account each business day.

<PAGE>

4.8      Once a transaction has been authorized and settled to a Card,  WildCard
         will close the account and any difference  will be available to Client,
         less the WildCard revenue share stipulated in the Agreement.

4.9      Client will be responsible for negative balances. If an account remains
         on the  negative  balance  report  for 35  days,  the  account  will be
         adjusted to zero balance,  closed and the adjusted amount will be taken
         from the WildCard settlement account. Client will transfer total dollar
         amount for necessary adjustments to the WildCard settlement account.

4.10     Client is responsible for any and all losses associated with fraudulent
         purchase, distribution of use of Cards.

4.11     No Statements will be provided - Cards are anonymous.

4.12     Client  has  elected  to  provided  live  agent  customer  support  for
         Cardholders.  Discover  requires  a  minimum  of  14-hours  per  day of
         Cardholder customer support.

5.0      TERM

         5.1      SCHEDULED  START  UP  DATE.  The  Scheduled  Start Up Date for
                  Services under this Program Schedule is______________________,
                  2003.

         5.2      ORIGINAL TERM.  The term of this Program  Schedule shall begin
                  on the date the start up  activities  have  been  successfully
                  completed  and shall  extend for three (3)  processing  years,
                  unless extended or earlier  terminated in accordance with this
                  agreement.  The first  processing  year shall  commence on the
                  scheduled  start-up date that is to be determined and continue
                  through  the  last  day  of  the  twelve  (12)  month   period
                  commencing on the expiration of the preceding  processing year
                  ("Processing Year")

         5.3      RENEWAL  TERM(S).  This Program  Schedule shall  automatically
                  extend for additional  periods of one Processing  Year each (a
                  "Renewal Term")  following the conclusion of the Original Term
                  and each Renewal Term, if any,  thereafter,  unless terminated
                  prior to such extension as provided in this Section. If either
                  party  does not want this  Program  Schedule  to-automatically
                  extend at the  conclusion of the Original Term (or any Renewal
                  Term, whichever is applicable), then such party shall give the
                  other party written notice to that effect not less than ninety
                  (90) days before the  expiration of the existing term (whether
                  the Original Term or a Renewal  Term.  The Charges and Revenue
                  Share  applicable  during the Renewal  Term shall be those set
                  forth in Section 6.0 of this  Program  Schedule  increased  to
                  account for a price index change,  described in Section 8.0 of
                  this Program Schedule.

<PAGE>

6.0      CHARGES AND REVENUE SHARE

         6.1      START-UP  FEE.  The  start-up  fee for this  Program  is to be
                  determined  based  on the  outcome  of  the  Scope  Phase  and
                  approved  by the Client  unless a Standard  Implementation  is
                  possible and this fee is identified in Exhibit 1.

         6.2      FEES AND CHARGES.  Exhibit 1 to this Program Schedule, as well
                  as others Sections of 6.0 contained herein,  reflects the Fees
                  for Services that shall apply for Services  provided to Client
                  under this Program  Schedule.  Any additional  Fees or Charges
                  will be defined in separate  Exhibits,  Schedules,  Engagement
                  Authorizations,  Work Orders, etc. as approved and accepted by
                  the Client.

         6.3      MINIMUM MONTHLY SERVICE FEES. Client agrees to Minimum Monthly
                  Service Fees as defined in Exhibit 1 to this Program  Schedule
                  and reflected below.

                  Start Up - Month 6           $0
                  Month 7 - End of Contract    $2,500 per month

          6.4     LIQUIDATED  DAMAGES.  The Charges under this Program  Schedule
                  were determined by mutual agreement based upon certain assumed
                  volumes of  Services  and the length of the  Original  Term of
                  this Agreement.  Bank  acknowledges that without the certainty
                  of revenue from the Minimum Monthly  Services Fees provided in
                  Section 6.3 of this Program Schedule, WildCard would have been
                  unwilling  to provide  processing  services  at the prices set
                  forth in this Program Schedule.  The Parties agree it would be
                  difficult or impossible to ascertain WildCard's actual damages
                  for a  termination  or other  breach of the  Agreement by Bank
                  resulting in a termination of this Program Schedule before the
                  end of the Original  Term.  The Parties  further agree that an
                  amount  equal to the sum of the present  values of the payment
                  in each full Processing Year which remains during the Original
                  Term of this Program Schedule in an amount equal to the lessor
                  of (a) eighty  percent (80%) of the Charges which were paid by
                  Bank to WildCard for the Services  provided under this Program
                  Schedule during the Processing Year which immediately precedes
                  the Processing Year in which  termination  occurs,  or (b) the
                  Minimum Monthly Services Fees (the "Liquidated  Damages") is a
                  reasonable  estimation of the actual  damages  which  WildCard
                  would  suffer  if  WildCard   were  to  fail  to  receive  the
                  processing  business under this Program  Schedule  forlhe full
                  Original  Term,, If the lessor amount is calculated to be less
                  than $25,000,  Client shall pay $25,000 as Liquidated  Damages
                  and if the lessor  amount is  calculated  to be  greater  than
                  $150,000,  Client shall pay $150,000 as Liquidated Damages but
                  in no event shall the payment  exceed the sum of the remaining
                  Minimum Monthly Service Fees. In determining the present value
                  of the amount,  an interest  rate equal to the three (3) month
                  Treasury Bill Rate,  as quoted in THE WALL STREET  JOURNAL for
                  the date on which  termination  occurs, or if not available on
                  the  date of  termination,  as  soon  thereafter  as the  next
                  edition  of THE WALL  STREET  JOURNAL is  published,  shall be
                  assumed  and the  payments  shall be assumed to be made on the
                  first day of each year of the Original Term of this

<PAGE>

                 Program  Schedule.  Each Party  acknowledges and agrees,  after
                 taking into  account the terms of the  Agreement,  this Program
                 Schedule,  and all relevant  circumstances  at the date hereof,
                 that the  Liquidated  Damages  payable  under this  Section 6.4
                 represents a reasonable and genuine pre-estimate of the damages
                 which  would be  suffered  by  WildCard  in the  event of early
                 termination of this Program  Schedule and does not constitute a
                 penalty. Despite the foregoing,  nothing in the Agreement shall
                 limit  WildCard's  right to recover  from Bank (a) any  amounts
                 advanced by WildCard  on behalf of Bank in the  performance  of
                 the  Services,  (b) any amounts for which Bank is liable  under
                 the  Agreement,  or (c) any  payment  under any  provision  for
                 indemnification under the Agreement.

         6.5      DISCOVER OR PAYMENT NETWORK FEES.  WildCard shall pass-through
                  and bill to Client any and all fees  incurred by WildCard  for
                  supporting Client's program from Discover or any other Payment
                  Network.  Those fees as follows:  1St Year  Program Fee $7,000
                  ($4,000  per year  thereafter)  $0.135  per  Card for  Account
                  Number  License Fees and in  Quantities  of 10,000  $0.055 per
                  Transaction for Discover/Novus  Network and Data Services Fees
                  These fees may change  from  time-to-time  and  WildCard  will
                  notify Client of any changes.

         6.6      REVENUE SHARE WITH CLIENT. WildCard shall rebate to Client 25%
                  of the net  disbursements to WildCard from Discover,  less any
                  Bank Sponsorship fees if applicable.  WildCard will remit this
                  within  15-days  after  receipt  of the funds  from  Discover.
                  Discover in its sole discretion  establishes the rate at which
                  disbursements, if any, are provided to WildCard.

         6.7      REVENUE SHARE WITH WILDCARD. Each quarter, Client will compute
                  the sum of the  differential  and unspent balances between the
                  amounts  loaded on Cards and the actual cost of services  from
                  Merchants  (settled  transactions) for expired and used cards.
                  Then,   Client  will  subtract  from  this  amount  any  value
                  associated  with  re-issued  cards  as well  as  fees  paid to
                  WildCard.  This  shall be defined  as "net"  differential,  of
                  which WildCard shall receive 10% of this amount payable within
                  45-days of the end of each  quarter.  Client will use existing
                  reports and invoices from WildCard to determine these amounts,
                  and provide WildCard with details of how this was computed.

7.0      REIMBURSEMENTS AND ASSESSMENTS

                  a.       If  required,   the   communications   data  circuit,
                           including the  reoccurring  service  charge,  service
                           termination fees and required modem(s) (data sets) at
                           Client's  location(s)  and WildCard,  terminal(s) and
                           any other directly associated  expenses,  shall be at
                           Client's  expense.  The data  circuit cost will be no
                           greater than that  associated  with a  point-to-point
                           digital  data  circuit(s)  based  on the  tariffs  of
                           WildCard's primary carrier. One time

<PAGE>

                           costs related to the installation of the circuit,  as
                           specified  by  such  tariffs,  will  also  be paid by
                           Client.  The actual  circuit  speed and ensuing  cost
                           will  be   determined   by  Client's   communications
                           requirements.

                  b.       Client shall pay all courier expenses associated with
                           the  transportation  of reports  and  documents  from
                           Client to WildCard and from WildCard to Client.

                  c.       WildCard  agrees  to act as an  agent  on  behalf  of
                           Client and Client  shall  reimburse  WildCard for the
                           purchase on Client's  behalf of the postage  required
                           for materials mailed by WildCard on behalf of Client.
                           The amount  reimbursed  by.  Client to  WildCard  for
                           postage while this Agreement is in effect will be the
                           then  current   first  class  postage  rate  for  all
                           mailings mailed by WildCard on behalf of Client.

8.0      PRICING APPLICABLE TO RENEWAL TERMS. During each Renewal Term, WildCard
         may  increase  the  Charges  which were in effect  for the  immediately
         preceding Processing Year (the "Old Year") by an amount not to exceed a
         percentage  of the Charges  which were in effect for the Old Year.  The
         percentage  to be utilized  for each such price  increase  shall be the
         percentage  change in the Consumer  Price Index ("CPI") during a period
         described  below;  provided,  however,  that  in no  event  shall  such
         increase be greater  than five  percent  (5%) nor less than two percent
         (2%).  For  purposes  of this  paragraph,  the CPI  shall be the  index
         compiled by the United  States  Department  of Labor's  Bureau of Labor
         Statistics, Consumer Price Index for All Urban Consumers (CPI-U) having
         a base of 100 in 1982-84, using that portion of the index which appears
         under the caption "Other Goods and Services." The percentage  change in
         the CPI shall be calculated,  and  notification  given to Client ninety
         (90)  days in  advance  of the  effective  date of  said  increase,  by
         comparing  the CPI using a twelve (12) month  period  ending  three (3)
         months prior to notification to Merchant and expressing the increase in
         said CPI through the twelve (12) month period as a percentage.

IN WITNESS  WHEREOF,  pursuant and in  accordance  with the  Services  Agreement
between the parties, the parties have executed this Program Schedule as of APRIL
1, 2003.

CLIENT

By: /s/ Anthony G. Roth
    -------------------
Title: CEO
       ---

WILDCARD SYSTEMS , INC.

By: /s/ Gary Palmer
    ---------------
Title: COO
       ---

<PAGE>

                                    EXHIBIT 1
                              TO PROGRAM SCHEDULE A

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                              WILCARD SYSTEMS SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                            SERVICE ITEM                                              FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Initial Client and First Program Set-up              $12,500 Scope Review and $12,500 for
                                                                          Standard Implementation
------------------------------------------------------------------------------------------------------------------------------
                     Additional Standard Program Set-Ups                  $7,500 per Standard Program Set-U
------------------------------------------------------------------------------------------------------------------------------
                     Minimum Monthly Service Fees                         Months 1 - 6 Waived
                                                                          Months 7 + $2,500 per month
------------------------------------------------------------------------------------------------------------------------------
                     Account Creation, Thermal Printing or                MONTHLY QUANTITY ORDERED
                     Embossing and Magnetic Stripe Encoding               10,000 - 25,000 $0.41 per card
                                                                          25,001 - 50,000 $0.39 per card
                                                                          50,001 - 150,000 $0.35 per card
                                                                          150,001 - 500,000 $0.29 per card
                                                                          500,001 - 1 Mil $0.24 per card
                                                                          1 mil + $0.20 per card
------------------------------------------------------------------------------------------------------------------------------
                     Card Activation & Record Maintenance                 $0.27 per activation
                        Electronic                                        $0.40 per minute plus $0.27
                        IVR                                               $1.00 per minute plus $0.27
                        Live Agent
------------------------------------------------------------------------------------------------------------------------------
                     POS Transactions                                     $0.063 per transaction
------------------------------------------------------------------------------------------------------------------------------
                     Cardholder Support'                                  $0.40 per minute
                        IVR Customer Support                              $1.00 per minute
                        Live Agent Customer Support
------------------------------------------------------------------------------------------------------------------------------
                     Shipping and/or Postage                              Postage, mail-forwarding, shipping or
                                                                          related charges will be passed-through and
                                                                          billed at cost
------------------------------------------------------------------------------------------------------------------------------
                     Plastic Cards, POS Packaging, Card                   As quoted based on quantities, designs,
                     Carriers, Envelopes, Statements, etc.                etc.
------------------------------------------------------------------------------------------------------------------------------
                     Plastic Card Run Set-U                               $10.00 per card run order
------------------------------------------------------------------------------------------------------------------------------
                     "My Account" Service and Gift Card Site              $17,500 Web-site configuration
                     Configuration and Setup                              $500 per month hosting fee
                     Web Site Hosting
------------------------------------------------------------------------------------------------------------------------------
                     Standard Report Package                              $250 / month for 8 Standard Reports
                        Standard Report                                   $35 for each additional Standard Report
------------------------------------------------------------------------------------------------------------------------------
                     Monetary Account Adjustments Other                   $0.220 per monetary adjustment
                     than POS/ATM Transactions or Initial
                     Value Load in CardWiz(TM) or Other
                     Electronic Method
------------------------------------------------------------------------------------------------------------------------------
                     Electronic  Access to our  Systems  through   A2A    Fee waived
                     (OLTP)  or  Batch   File   Transfers   (excludes
                     WildCard generating reports)

</TABLE>

 ' As indicated in the  definition  for Minimum  Monthly  Service Fees, the Fees
paid for these Services apply toward the Minimum Monthly Service Fees.

Confidential and Proprietary         Page 1                        February 2003
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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                            SERVICE ITEM                                              FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     CardWiz(TM)- Web-based Middleware for                $5,000 set-up
                     Program Administration                               $15 per user, per month
                       Configuration and Setup
                       User Licenses
------------------------------------------------------------------------------------------------------------------------------
                     CardWiz(TM)Technical Support                         1 free call per 10 CardWiz(TM) users per
                                                                          month, and then $10 per call thereafter
------------------------------------------------------------------------------------------------------------------------------
                     Accounts  on File                                    $0.05 per card,  per month - but only assessed
                                                                          beginning  in the 16th  month and  forward  if
                                                                          Client has not  instructed  WildCard to remove
                                                                          an account from the System.
------------------------------------------------------------------------------------------------------------------------------
                     Addition of Ultragraph onto Card                     $0.20 per side/card and $250 set-up fee
                                                                          per image
------------------------------------------------------------------------------------------------------------------------------
                     Thermal Printing or Embossing Account                $0.20 for additional thermal printing of an
                     Number or Proxy on Other Side of Card                account number or proxy
------------------------------------------------------------------------------------------------------------------------------
                     Affixing Activation Label to Card                    $0.12 per activation label
------------------------------------------------------------------------------------------------------------------------------
                     Automatable Card Package Inserts                     $0.07 per insert
------------------------------------------------------------------------------------------------------------------------------
                     Manual Card Package Insert                           $0.20 per insert
------------------------------------------------------------------------------------------------------------------------------
                     Rubber band bundlin (25 per)                         $0.95 per bundle
------------------------------------------------------------------------------------------------------------------------------
                     Rubber band bundlin (50 per)                         $1.95 per bundle
------------------------------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (25 per)                        $3.25 per bundle
------------------------------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (50 per)                        $5.95 per bundle
------------------------------------------------------------------------------------------------------------------------------
                     Client Dedicated Toll-Free Numbers for               One dedicated Client number maintained
                     Customer Service                                     at no charge, each addition number is
                                                                          $250 per set-a and $30 per month
------------------------------------------------------------------------------------------------------------------------------
                     Check Issuance to Remove Value                       $5.25 per check
------------------------------------------------------------------------------------------------------------------------------
                     Lost/Stolen Card Processing                          $15 per card/account reported lost or
                                                                          stolen
------------------------------------------------------------------------------------------------------------------------------
                     Reissue Plastic Card with Same Account               $2.50 per card/account reissued plus Full
                     Number                                               Service
------------------------------------------------------------------------------------------------------------------------------
                     Return Mail/Statement/Card Handlin                   $4.50 per item returned
------------------------------------------------------------------------------------------------------------------------------
                     Chargebacks                                          $12.50 per charge-back processed
------------------------------------------------------------------------------------------------------------------------------
                     IVR Custom Configuration                             $150 per hour ($600 min)
------------------------------------------------------------------------------------------------------------------------------
                     Talon(TM)Software License Fee for                    $995 per agent user, the first 2-users
                     Remote Agent Support                                 licenses provided at no charge
------------------------------------------------------------------------------------------------------------------------------
                     Talon Annual Software Maintenance                    $199 per user, per year in years 2 and
                                                                          beyond

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

                                             WILDCARD SYSTMES SERVICES AND FEES
                                          PREMIUM, AD-HOC REPORTS AND DATE STORAGE
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                           FEE (1)
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      G2 Web Query                                        SET-UP: $7,500
                                                                          USER SUBSCRIPTIONS:
                                                                          1-5 Users $1,662 per license
                                                                          6-10 Users $1,466 per license
                                                                          11+Usets $1,222 per license
                                                                          ANNUAL MAINTENANCE PER USER:
                                                                          1-5 Users $665 per license per year
                                                                          6-10 Users $587 per license per year
                                                                          11+ Users $489 per license per year
                                                                          ADDITIONAL CUBES PER YEAR:
                                                                          $50 per report per year
-----------------------------------------------------------------------------------------------------------------------------
                      Report Storage Option 1- Current and                $300/GB per month for online storage
                      Prior Quarter On-Line Availability                  (whether zipped or not)
------------------------------------------------------------------------------------------------------------------------------
                      Report  Storage  Option 2 - Current  and            $300/GB per monthfor online storage
                      Prior Quarter On-Line  Availability and             (whether  zipped or not) - $300 per
                      Quarterly Creation of Storage Media                 DVD/CD burned and mailed

------------------------------------------------------------------------------------------------------------------------------
                      Report Storage Option 3 - Perpetual, On-            $300/GB per month online storage
                      Line Storage and Availability                       (whether zipped or not)
-----------------------------------------------------------------------------------------------------------------------------
                      Report Development - Custom                         $250 per hour ($500 min) and monthly
                                                                          fee as quoted

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTMES SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
                                               RISK/FRAUD MANAGEMENT SERVICES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                            SERVICE ITEM                                              FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Client Configuration for Risk                        $2,500 set-up and $100 per hour for
                     Management Services                                  changes after initial setup
------------------------------------------------------------------------------------------------------------------------------
                     Fraud Services Minimum Monthly                       $1,250 per month
                     Charges
------------------------------------------------------------------------------------------------------------------------------
                     Accounts on file for Fraud Servicing                 $0.055 per account, per month
------------------------------------------------------------------------------------------------------------------------------
                     Falcon and/or e-Falcon Transaction                   $0.006 per transaction
                     Scoring
------------------------------------------------------------------------------------------------------------------------------
                     WildCard Systems Transaction Analysis                $0.004 per transaction
------------------------------------------------------------------------------------------------------------------------------
                     Risk Wise Review                                     $0.350 per inquiry
------------------------------------------------------------------------------------------------------------------------------
                     Actioned Account - Fraud Services                    $3.50 per actioned account
                     Intervention
------------------------------------------------------------------------------------------------------------------------------
                     Auto-Statused Accounts                               $0.150 per account statused
------------------------------------------------------------------------------------------------------------------------------
                     Fraud Services Investigations                        $45 per hour
------------------------------------------------------------------------------------------------------------------------------
                     Warning Bulletin Notification                        $5.00 per card
------------------------------------------------------------------------------------------------------------------------------
                     International "Hot Card" Listing                     $5.00 per card
------------------------------------------------------------------------------------------------------------------------------
                     Cardholder Profile Matching                          $0.10 per inquiry
------------------------------------------------------------------------------------------------------------------------------
                     Octopus Review                                       Included in Accounts on File Fee
------------------------------------------------------------------------------------------------------------------------------
                     Bank Account Verification                            $5.00 per account verification
------------------------------------------------------------------------------------------------------------------------------
                     Negative Balance Review with Under                   $2.25 per item.
                     Floor Limit Activity
------------------------------------------------------------------------------------------------------------------------------
                     Auto-Email Notification                              $0.05 per account auto E-mailed.
------------------------------------------------------------------------------------------------------------------------------
                     eRACER Direct Client Access                          A) $25,000 initial set up fee
                                                                          B) $2,500 fee to add additional programs
                                                                          after the first
                                                                          C) $150 fee to additional users after the
                                                                          initial set up
                                                                          D) Annual Fee per User:
                                                                          > 1 - 5 users $1,595 per user
                                                                          > 6 - 10 users $1,450 per user
                                                                          > 11 or more users $1,195_5 per user
------------------------------------------------------------------------------------------------------------------------------
                     Positive File Insertion                              $1.50 per account
------------------------------------------------------------------------------------------------------------------------------

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                             WIDLCARD SYSTEMS SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
                                          PREMIUM, AD-HOC REPORTS AND DATA STORAGE
------------------------------------------------------------------------------------------------------------------------------

BILLING CODE                              SERVICE ITEM                                           FEE (1)
------------------------------------------------------------------------------------------------------------------------------
                      Premium Reports                                                  Number of Accounts on File
------------------------------------------------------------------------------------------------------------------------------
                      Name of Premium Report and Frequency                        0 to      100,001      500,001         Over
                      of Distribution                                          100,000           to           to    1,000,000
                                                                                            500,000    1,000.000
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                         <C>          <C>          <C>          <C>
                      Cardholder Balance Detail - Daily                           $120         $160         $200         $250
------------------------------------------------------------------------------------------------------------------------------
                      Cardholder Balance Summary - Daily                           $80         $100         $125         $150
------------------------------------------------------------------------------------------------------------------------------
                      Expanded Daily Activity Detail - Daily                       $45          $60          $75          $90
------------------------------------------------------------------------------------------------------------------------------
                      Daily Authorizations - Daily                                 $60          $80         $100         $120
------------------------------------------------------------------------------------------------------------------------------
                      All Other Premium Daily Reports                              $45          $60          $75          $90
------------------------------------------------------------------------------------------------------------------------------
                      Any Premium Weekly Reports                                   $40          $50          $60          $70
------------------------------------------------------------------------------------------------------------------------------
                      Any Premium Monthly Report                                   $30          $40          $50          $60
------------------------------------------------------------------------------------------------------------------------------
(1) FEES ARE PER REPORT, PER MONTH
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      G2 Impromptu Web Reports                            Set-Up: $7,500
                                                                          User Subscriptions:
                                                                          1 - 5 Users $1,466 per license
                                                                          6 - 10 Users $1,320 per license
                                                                          11 + Users $1,075 per license
                                                                          Annual Maintenance Per User:
                                                                          1 - 5 Users $587 per license per year
                                                                          6 - 10 Users $528 per license per year
                                                                          11 + Users $430 per license per year
                                                                          Additional Cubes Per Year:
                                                                          $70 per report per year
------------------------------------------------------------------------------------------------------------------------------
                      G2 Web PowerPlay                                    Set-Up: $7,500
                                                                          User Subscriptions:
                                                                          1 - 5 Users $1,760 per license
                                                                          6 - 10 Users $1,662 per license
                                                                          11 + Users $1,515 per license
                                                                          Annual Maintenance Per User:
                                                                          1 - 5 Users $704 per license per year
                                                                          6 - 10 Users $665 per license per year
                                                                          11 + Users $606 per license per year
                                                                          Additional Cubes Per Year:
                                                                          $70 per report per year

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                             WILCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
------------------------------------------------------------------------------------------------------------------------------
   BILLING CODE                          SERVICE ITEM                               DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Initial Client and First Program Set-up              The process of establishing Client information
                                                                          and first standard  program  parameters on the
                                                                          system  in  as  defined  b  WildCard's  system
                                                                          feature set.
------------------------------------------------------------------------------------------------------------------------------
                     Additional                                           Standard   Program   Set-Up  The   process  of
                                                                          establishing each additional  standard program
                                                                          on the system as defined by WildCard's  system
                                                                          feature set.
------------------------------------------------------------------------------------------------------------------------------
                     Minimum                                              Monthly  Service  Fees o Client shall pay each
                                                                          month the  greater  of the sum of actual  fees
                                                                          for any  serviced  marked  with a  superscript
                                                                          number  one (1) or the  amount  listed  as the
                                                                          Minimum Monthly Service Fees.
------------------------------------------------------------------------------------------------------------------------------
                     Account Creation, Thermal Printing or                Includes WildCard generating an account number
                     Embossing and Magnetic Stripe Encoding               approved by a payment network and facilitating
                                                                          the  thermal  printing  or  embossing  of  the
                                                                          account number on the Card as well as encoding
                                                                          the magnetic-stripe.
                                                                          Does not  include  the cost of plastic  cards,
                                                                          card  carriers,  envelopes,   postage/shipping
                                                                          charges,  etc.  which will be billed to Client
                                                                          in accordance with the Agreement.
------------------------------------------------------------------------------------------------------------------------------
                     Card Activation & Record Maintenance                 Includes  changing  the  status of a card from
                          Electronic                                      "ready  to   activate"   to  "active"  via  an
                                                                          electronic method supported by WildCard.


                     IVR                                                  Includes  changing  the  status of a card from
                                                                          "ready  to   activate"  to  "active"  via  the
                                                                          WildCard IVR.

                     Live                                                 Agent  Includes  changing the status of a card
                                                                          from "ready to  activate"  to  "active"  via a
                                                                          live agent.

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                              SERVICE ITEM                                   DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      POS Transactions                                    Each  POS  transaction  and  back-end  process
                                                                          involving  a non-PIN  required  event  such as
                                                                          authorization  request,  settlement,   credit,
                                                                          adjustment,  return,  refund,  etc. associated
                                                                          with  any  account  that   originates  from  a
                                                                          merchant  (physical or virtual) or bank and is
                                                                          transmitted to WildCard for  processing.  Each
                                                                          transaction  type  as  described  above  is  a
                                                                          separate transaction.
------------------------------------------------------------------------------------------------------------------------------
                      Cardholder Support

                          IVR Customer Support                            The   processing  of  an  IVR  call  from  our
                                                                          standard options of IVR services.

                          Live  Agent Customer Support                    The handling of a cardholder inquiry by a Live
                                                                          Agent and the handling of any email inquiries.

------------------------------------------------------------------------------------------------------------------------------
                      Shipping and/or Postage                             Postage  or  shipping   fees  to  deliver  any
                                                                          material for any purpose as required.
------------------------------------------------------------------------------------------------------------------------------
                      Plastic Cards, POS Packaging, Card                  WildCard's coordination of the Discover, Visa,
                      Carriers, Envelopes, Statements, etc.               MasterCard  or other  payment  network  and if
                                                                          applicable the Issuing Bank approval  process,
                                                                          as  well  as the  actual  production  of,  and
                                                                          staging in the  fulfillment  center of plastic
                                                                          cards,  card carriers,  envelopes,  activation
                                                                          labels, statements, cardholder disclosures and
                                                                          other items as requested by the Client.
------------------------------------------------------------------------------------------------------------------------------
                      Plastic Card Run Set-Up                             Each   set-up   event   to   facilitate    the
                                                                          personalization,  encoding,  embossing, and/or
                                                                          package  fulfillment of a single file transfer
                                                                          of plastic cards with identical  package ID's.
                                                                          Specifically,  this fee applies to each time a
                                                                          file transfer for plastic card  fulfillment is
                                                                          processed with different card designs, thermal
                                                                          printing,  deliverable timeframes,  or package
                                                                          components.

</TABLE>

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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE         SERVICE ITEM                                          DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     "My Account" Services and Gift Card Site

                     Configuration and Setup                              The  selection  of options or  variables,  and
                                                                          implementation of those decisions,  associated
                                                                          with WildCard's standard web site that enables
                                                                          the Client to offer certain cardholder service
                                                                          functions  through the internet  with the look
                                                                          and feel designated by the Client.

                     Web Site Hosting                                     Includes   hosting   WildCard    applications,
                                                                          configured for the client, on our servers in a
                                                                          manner mutually agreed upon by the parties.
------------------------------------------------------------------------------------------------------------------------------
                     Standard Report Package                              The delivery of WildCard's standard reports to
                                                                          a URL for Client access.
------------------------------------------------------------------------------------------------------------------------------
                     Monetary  Account  Adjustments  Other than           Each individual credit or debit to an account,
                     POS/ATM Transactions or Initial Value                other   than  the   actual   credit  or  debit
                     Load in CardWiz(TM) or Other  Electronic             associated with a POS/ATM Transaction or value
                     Method                                               load of a payroll disbursement. Although there
                                                                          are several examples, two examples include the
                                                                          assessment  of a  cardholder  fee or  courtesy
                                                                          adjustment.
------------------------------------------------------------------------------------------------------------------------------
                     Electronic  Access to our Systems through            Each  electronic,   OLTP  transaction   and/or
                     A2A (OLTP) or Batch File Transfers                   application-to-application  (A2A)  interaction
                     (excludes WildCard generating reports)               (as  provided in our OLTP  documentation),  or
                                                                          batch  file   transaction  with  the  WildCard
                                                                          system by a Client or customer using published
                                                                          specifications  from  WildCard.  The Client or
                                                                          customer  is  responsible  for  any  hardware,
                                                                          software,  data  line  connectivity  or  other
                                                                          services  required to support this on both the
                                                                          Client  or  customer  site(s)  as  well  as at
                                                                          WildCard.
------------------------------------------------------------------------------------------------------------------------------

</TABLE>

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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     CardWiz(TM) - Web-based Middleware for
                     Program Administration

                     Configuration and Setup                              The   selection   of  options   or   variables
                                                                          associated   with   WildCard's   standard  web
                                                                          application    for   program    administration
                                                                          enabling   the   Client   to   offer   certain
                                                                          Transaction Card service  functions  through a
                                                                          Web-application developed by WildCard.

                     User Licenses                                        Fee assessment  (per  individual  User ID) for
                                                                          access  to  CardWiz(TM)  via  the  Internet in
                                                                          order to perform the designated functions.
------------------------------------------------------------------------------------------------------------------------------
                     CardWiz(TM) Technical Support                        The   provision   of   technical   support  to
                                                                          CardWiz(TM)    Users   through  the  Technical
                                                                          Support Hotline.
------------------------------------------------------------------------------------------------------------------------------
                     Accounts on File                                     Fee  charged  during  any  month  in  which  a
                                                                          unique,  primary account number (PAN) and each
                                                                          secondary or  additional  account/card  number
                                                                          established on the WildCard  database and will
                                                                          continue  until  Client asks to the account to
                                                                          be  removed.   Service  includes   maintaining
                                                                          account    information   for    authorization,
                                                                          settlement  and  customer  service.  This  fee
                                                                          applies  until  the   Cardholder   Account  is
                                                                          purged,  deleted or otherwise removed from our
                                                                          system.  Accounts  will  remain on file  until
                                                                          instructed  to  remove  them by the  Client in
                                                                          writing.
------------------------------------------------------------------------------------------------------------------------------
                     Addition of Ultragraph onto Card                     Thermal  hot stamp of an  additional  approved
                                                                          logo or  image  will be  added  to a  produced
                                                                          plastic design at the time of embossing.  Each
                                                                          Ultragraph is limited to one color on one side
                                                                          based  off of a set  number of  offered  color
                                                                          foils.  Each  additional  color or printing on
                                                                          another side will count as another Ultragraph.

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTMES SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    Description of Service
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Thermal Printing or Embossing Account                During the Account  Creation  and Full Service
                     Number or Proxy on the Other Side of Card            Packaging process,  in which an account number
                                                                          or  proxy   number  is   thermal   printed  on
                                                                          one-side,  this  services  is  the  additional
                                                                          thermal  printing or  embossing  of an account
                                                                          number or a proxy  number on the other side of
                                                                          a card.
------------------------------------------------------------------------------------------------------------------------------
                     Affixing Activation Label to Card                    Affixing an activation label to a plastic card
                                                                          prior to packaging  and mailing.  Service does
                                                                          not   include  the  cost  of   producing   the
                                                                          activation label.
------------------------------------------------------------------------------------------------------------------------------
                     Automatable Card Package Inserts                     Placing  items that are  within  the  provided
                                                                          automatable  specification parameters into the
                                                                          cardholder  package  with the plastic card and
                                                                          card  carrier   beyond  what  is  included  in
                                                                          Account Creation and Full Service Packaging
------------------------------------------------------------------------------------------------------------------------------
                     Manual Card Package Insert                           An insert  that is not to the  specified  size
                                                                          for   automation.   This  insert  is  manually
                                                                          stuffed.
------------------------------------------------------------------------------------------------------------------------------
                     Rubber band bundling (25 per)                        Bundled  plastics  in  groups  of 25 bound via
                                                                          rubber band.
------------------------------------------------------------------------------------------------------------------------------
                     Rubber band bundling (50 per)                        Bundled  plastics  in  groups  of 50 bound via
                                                                          rubber band
------------------------------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (25 per)                        Bundled  plastics  shrink wrapped in groups of
                                                                          25.
------------------------------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (50 per)                        Bundled  plastics  shrink wrapped in groups of
                                                                          50.
------------------------------------------------------------------------------------------------------------------------------
                     Client Dedicated Toll-Free Numbers for               The set-up and monthly  maintenance  of unique
                     Customer Service                                     toll-free  numbers  for a Client  or  Client's
                                                                          program(s).
------------------------------------------------------------------------------------------------------------------------------
                     Check Issuance to Remove Value                       All transactions  involving the unloading - of
                                                                          value,  where the disbursement of funds to the
                                                                          cardholder  is via a  paper  check  issued  by
                                                                          WildCard  on the behalf of, or as  directed by
                                                                          the  client.  A  Monetary   Adjustment  to  an
                                                                          Account shall apply as well.

</TABLE>

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<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
-----------------------------------------------------------------------------------------------------------------------------
                                      MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
-----------------------------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    DESCRIPTION OF SERVICE
-----------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Lost/Stolen Card Processing                          Process   which   includes   marking   a  card
                                                                          lost/stolen,  researching potential fraudulent
                                                                          activity, identifying chargeback opportunities
                                                                          and handling the order for a replacement card.
                                                                          Account  Creation and Full  Service  Packaging
                                                                          will be charged for the replacement card.
-----------------------------------------------------------------------------------------------------------------------------
                     Reissue Plastic Card with Same Account               The process of  reissuing a plastic  card with
                     Number                                               the same account  number already in use at the
                                                                          request of the Client or  cardholder.  Account
                                                                          Creation, Card Fulfillment, Activation and PIN
                                                                          Selection will be charged for the  replacement
                                                                          card.
-----------------------------------------------------------------------------------------------------------------------------
                     Return Mail/Statement/Card Handling                  This service includes the handling of returned
                                                                          mail,  statements,  cards or other any package
                                                                          not able to be delivered  to a  cardholder  by
                                                                          WildCard.
-----------------------------------------------------------------------------------------------------------------------------
                     Chargebacks                                          Each    individual    chargeback,    including
                                                                          representments, handled on a customer's behalf
                                                                          by  the  WildCard   customer   service  staff.
                                                                          Service   will  be   provided   based  on  the
                                                                          rules/regulations   of  the   governing   card
                                                                          association  and does not  include  any  Visa,
                                                                          MasterCard, Discover or other third party fees
                                                                          which  will be  passed-through  and  billed at
                                                                          cost.
-----------------------------------------------------------------------------------------------------------------------------
                     IVR Custom Configuration                             Hourly  rate for project  management,  quality
                                                                          assurance,   and   programming   support   for
                                                                          customized IVR development.
-----------------------------------------------------------------------------------------------------------------------------
                     Talon(TM)Software License Fee for Remote             The initial installation and licensing fee per
                     Agent Support                                        User    of   the    Talon(TM)Software.    This
                                                                          application   provides   remote   access   and
                                                                          functionality for cardholder support functions
                                                                          to  customer   service   agents   through  the
                                                                          Internet,  a  frame-relay,  or other method of
                                                                          connection  capable  of  a  secure  connection
                                                                          using TCP/IP.
-----------------------------------------------------------------------------------------------------------------------------
                     Talon Annual Software Maintenance                    A  service  and fee  related  to the  periodic
                                                                          maintenance,  upgrades, or enhancements to the
                                                                          Talon(TM)  application that is charged to each
                                                                          user on the anniversary of the license.


</TABLE>

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<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICE DEFINITIONS
-------------------------------------------------------------------------------------------------------------------------------
                                                RISK/FRAUD MANAGEMENT SERVICES
-------------------------------------------------------------------------------------------------------------------------------
    BILLING CODE                          SERVICE ITEM                                    DESCRIPTION OF SERVICE
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      Client Configuration for Risk Management            Process  to  review  and   establish   client-
                      Services                                            specific  parameters for Falcon,  e-Falcon and
                                                                          Risk  Wise,  including  velocity  controls  on
                                                                          loading, usage, as well as BIN restriction and
                                                                          other WildCard-specific options.
-------------------------------------------------------------------------------------------------------------------------------
                      Fraud Services Minimum Monthly Charges              Minimum   monthly  fees  for  Fraud   Services
                                                                          Transactions  associated with Falcon, e-Falcon
                                                                          and Risk Wise services.
-------------------------------------------------------------------------------------------------------------------------------
                      Accounts on file for Fraud Servicing                Fee  charged  during  any  month  in  which  a
                                                                          distinct  primary  account  number (PAN),  any
                                                                          card account number, or individual  cardholder
                                                                          record is maintained on the WildCard  platform
                                                                          for the purpose of Fraud Services.
-------------------------------------------------------------------------------------------------------------------------------
                     Falcon and/or e-Falcon Transaction Scoring           Includes  the  analysis  and  scoring  of each
                                                                          individual  transaction  by Falcon each time a
                                                                          card is used at POS or ATM as well as for each
                                                                          funding event analyzed and scored by e-Falcon.
-------------------------------------------------------------------------------------------------------------------------------
                      WildCard Systems Transaction Analysis               Includes   WildCard's   assessment   of   each
                                                                          individual   transaction  as  defined  by  the
                                                                          Client,  based on parameter options offered by
                                                                          WildCard associated with restricting a load by
                                                                          BIN,  determining  if the  funding  source  is
                                                                          another   account  on  the  WildCard   Systems
                                                                          platform,    evaluating    the   velocity   of
                                                                          transactions,  authorizing  transactions based
                                                                          on min/max  transaction  amount  settings  and
                                                                          other parameters offered by WildCard.  The fee
                                                                          is assessed for each transaction,  and not for
                                                                          each parameter reviewed.
-------------------------------------------------------------------------------------------------------------------------------
                      Risk Wise Review                                    Includes   every   review  of  an   individual
                                                                          applicant,  cardholder or any other individual
                                                                          associated   with  the  cardholder  (ex.  gift
                                                                          giver),  that Client establishes for Risk Wise
                                                                          review.  This  is  based  on  each  validation
                                                                          attempt  for each  individual  person  that is
                                                                          submitted to Equifax for scoring.
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>

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<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICES DEFINITIONS
--------------------------------------------------------------------------------------------------------------------------------
                                                 RISK/FRAUD MANAGEMENT SERVICES
--------------------------------------------------------------------------------------------------------------------------------
    BILLING CODE                          SERVICE ITEM                                     DESCRIPTION OF SERVICE
--------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      Actioned Account - Fraud Services                   An  Actioned  Account  is  one  that  requires
                      Intervention                                        review and/or  intervention  by WildCard fraud
                                                                          personnel   based  on  the   scoring   profile
                                                                          established  by Client or other  WildCard risk
                                                                          management  intervention  criteria established
                                                                          by the Client.
--------------------------------------------------------------------------------------------------------------------------------
                      Auto-Statused Accounts                              Automatic status change of an account based on
                                                                          client-defined  criteria in Falcon,  e-Falcon,
                                                                          Risk  Wise or  WildCard  parameters  including
                                                                          email notification.
--------------------------------------------------------------------------------------------------------------------------------
                      Fraud Services Investigations                       Gathering data, analyzing trends,  researching
                                                                          information or any other action  undertaken by
                                                                          WildCard  personnel  as directed by the Client
                                                                          in support of Fraud Services.
--------------------------------------------------------------------------------------------------------------------------------
                      Warning Bulletin Notification                       Each  placement  of  customer  account  on the
                                                                          appropriate card association warning bulletin.
                                                                          Service excludes  association fees, which will
                                                                          be  passed-through  and  billed  to  Client at
                                                                          cost.
--------------------------------------------------------------------------------------------------------------------------------
                      International "Hot Card" Listing                    Each  placement  of  customer  account  in the
                                                                          appropriate  region(s)  of  the  international
                                                                          "hot   card"    system.    Service    excludes
                                                                          association fees, which will be passed-through
                                                                          and billed to Client at cost.
--------------------------------------------------------------------------------------------------------------------------------
                      Cardholder Profile Matching                         Detection of multiple or excessive enrollments
                                                                          by a card buyer or a card user.  The  matching
                                                                          model  creates  profiles  for each  individual
                                                                          based on funding  source,  first and last name
                                                                          of the  buyer  and  the  cardholder,  address,
                                                                          city/country  codes, and telephone number. The
                                                                          model     scores      individuals      meeting
                                                                          client-defined  criteria for excessive funding
                                                                          sources,  multiple card purchases by the buyer
                                                                          and  by the  cardholder.  The  model  utilizes
                                                                          exact and  partial  matches  to  generate  the
                                                                          scores and takes  actions based on the scoring
                                                                          pattern.  Actions  include  embossing hold and
                                                                          outsort for analyst review.


</TABLE>

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<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICE DEFINITIONS
--------------------------------------------------------------------------------------------------------------------------------
                                                RISK/FRAUD MANAGEMENT SERVICES
--------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                              SERVICE ITEM                                     DESCRIPTION OF SERVICE
--------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      Octopus Review                                      The  use  of  WildCard's  Octopus  product  to
                                                                          determine if links exist between funding cards
                                                                          and known fraudulent funding cards,  addresses
                                                                          or phone numbers.
--------------------------------------------------------------------------------------------------------------------------------
                      Bank Account Verification                           The  verification of bank account  information
                                                                          provided by the cardholder for the purposes of
                                                                          loading  and  unloading  funds  via  the  ACH.
                                                                          Includes  contacting the bank  associated with
                                                                          the DDA account to verify information provided
                                                                          by the  cardholder to the extent the bank will
                                                                          provide such verification.
--------------------------------------------------------------------------------------------------------------------------------
                      Negative Balance Review with Under Floor            Review and assessment by WildCard  analysts of
                      Limit Activity                                      individual accounts with negative balances and
                                                                          under the floor limit activity.  Accounts will
                                                                          be   outsorted   and   reviewed   based   upon
                                                                          parameters  established by the Client. The fee
                                                                          is assessed  for each  account  that meets the
                                                                          specified criteria on each day.
--------------------------------------------------------------------------------------------------------------------------------
                      Auto-Email Notification                             Generating  an  email   notification   to  the
                                                                          cardholder   at  the   time  an   account   is
                                                                          auto-statused.   Email   will   be   sent   to
                                                                          cardholder provided email address.  Client may
                                                                          select either generic  notification message or
                                                                          provide custom notification message language.
--------------------------------------------------------------------------------------------------------------------------------
                      eRACER Direct Client Access                         Providing   access   to  eRACER   for   Client
                                                                          personnel using a web interface.  Includes set
                                                                          up of initial program,  establishing user ID's
                                                                          and  putting  in place IP  address  filters to
                                                                          allow  use  only  by  specifically  designated
                                                                          personnel and  workstations.  Does not include
                                                                          fees for  individual  fraud  tools  which  are
                                                                          priced separately.
--------------------------------------------------------------------------------------------------------------------------------
                      Positive File Insertion                             Entering specific card numbers in a file which
                                                                          will preclude  statusing the specific  account
                                                                          as fraud. Done at Client's written request for
                                                                          cards  which  may  appear  to have  fraudulent
                                                                          activity but which Client determines are valid
                                                                          sources for value loads.


</TABLE>

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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                             PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                      DEVELOPMENT
------------------------------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     Premium Reports                                      Any daily, weekly, monthly or quarterly report
                                                                          listed  in  the  WildCard   Reporting  Package
                                                                          document as a Premium Report.  Premium Reports
                                                                          are delivered to a secure URL for retrieval by
                                                                          the client.

------------------------------------------------------------------------------------------------------------------------------
                                  NAME OF PREMIUM REPORT AND                             DESCRIPTION OF REPORT
                                   FREQUENCY OF DISTRIBUTION
------------------------------------------------------------------------------------------------------------------------------
                     Cardholder Balance Detail - Daily                    Listing  of  remaining  open  balances  on all
                                                                          cards  at the end of each day  along  with the
                                                                          current  day's  activity  by card.  The  grand
                                                                          total  of  all  balances  cross  foots  to the
                                                                          Balance Summary report each day.
------------------------------------------------------------------------------------------------------------------------------
                     Cardholder Balance Summary- Daily                    Listing  of  remaining  open  balances  on all
                                                                          cards at the end of each day.  The grand total
                                                                          of all  balances  cross  foots to the  Balance
                                                                          Summary report each day.

------------------------------------------------------------------------------------------------------------------------------
                     Expanded Daily Activity Detail - Daily               Listing of individual  transactions  posted to
                                                                          each cardholder account along with the source,
                                                                          user ID and comments for each transaction.
------------------------------------------------------------------------------------------------------------------------------
                     Daily Authorizations - Daily                         Listing  of all  authorizations  posted to any
                                                                          cardholder account including declines.
------------------------------------------------------------------------------------------------------------------------------
                     Days Before Expiration - Daily                       Listing of cards that will  expire  along with
                                                                          the remaining balance in 30 day increments, up
                                                                          to 90 days prior to expiration.
------------------------------------------------------------------------------------------------------------------------------
                     Value Load Detail - Daily                            Separation  of value  loads  between  web site
                                                                          loads, batch loads and CardWiz loads.
------------------------------------------------------------------------------------------------------------------------------
                     Account Creation - Daily                             Listing of all accounts created for a specific
                                                                          day.
------------------------------------------------------------------------------------------------------------------------------
                     Account Activation - Daily                           Listing  of  all  account   activated   for  a
                                                                          specific day.
------------------------------------------------------------------------------------------------------------------------------
                     ACH Rejects - Daily                                  Listing  of all  transactions  not posted to a
                                                                          cardholder account specifically received via a
                                                                          unique ACH value load  file.  Applies  only to
                                                                          specific  customers  and is not  available for
                                                                          all value load sources.

</TABLE>

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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                              WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                    PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                           DEVELOPMENT
------------------------------------------------------------------------------------------------------------------------------
    BILLING CODE                          SERVICE ITEM                                   DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                 <C>
                      Closed  Accounts  W/Balance Equal to                Listing  of all closed  accounts  that have an
                     ($10) and $1 - Daily                                 ending  balance  between -$10 and $1. A subset
                                                                          of  the  Daily   Cardholder   balance  Summary
                                                                          report.
------------------------------------------------------------------------------------------------------------------------------
                      Cardholder Maintenance Error - Daily                Listing  of all  monetary  and  non-  monetary
                                                                          rejects on a particular day from a batch file.
                                                                          Includes a reason for the reject.
------------------------------------------------------------------------------------------------------------------------------
                      Priority 1 Exception - Daily                        Listing of non-active accounts having activity
                                                                          each day.
------------------------------------------------------------------------------------------------------------------------------
                      Statused Accounts with Credit Balance -             Listing  of  non-active  accounts  that have a
                      Daily                                               positive remaining balance.
------------------------------------------------------------------------------------------------------------------------------
                      Debit Balance - Daily                               Listing   of  all  cards   having  a  negative
                                                                          balance.   Similar  to  the  Negative  balance
                                                                          report  except  this  report  contains  a  few
                                                                          different fields.
------------------------------------------------------------------------------------------------------------------------------
                      Card Loads on Cash-Outs - Daily                     Listing  of all  CardWiz  loads  and  cash out
                                                                          transactions.
------------------------------------------------------------------------------------------------------------------------------
                      Lost/Stolen - Weekly                                Listing  of all lost or stolen  accounts  that
                                                                          occurred the previous  week.  Report runs each
                                                                          Monday.
------------------------------------------------------------------------------------------------------------------------------
                      Suspended Accounts w/Activity - Weekly              Listing of all suspended  account that had any
                                                                          activity  for the previous  week.  Report runs
                                                                          each Monday.
------------------------------------------------------------------------------------------------------------------------------
                      Non-Activated and Suspended Accounts -              Listing  of  all  accounts   that  are  Weekly
                                                                          suspended  or have  not been  activated  as of
                                                                          each Monday.
------------------------------------------------------------------------------------------------------------------------------
                      Non-Activated and Re-Issued Accounts -              Listing of  re-issued  accounts  that have not
                      Weekly                                              yet been activated as of each Monday.
------------------------------------------------------------------------------------------------------------------------------
                      Returned Plastics - Monthly                         Listing of all cards that were returned via US
                                                                          Mail.
------------------------------------------------------------------------------------------------------------------------------
                      Lost/Stolen - Monthly                               Monthly version of the lost/stolen report that
                                                                          is generated each week or day.
------------------------------------------------------------------------------------------------------------------------------
                      Authorizations - Monthly                            Monthly  summary  of the  authorizations  that
                                                                          occurred   for  the  month.   Generated  on  a
                                                                          calendar month basis.
------------------------------------------------------------------------------------------------------------------------------
                      Cardholder Portfolio Statistics - Monthly           Monthly   version   of  the  Daily   Portfolio
                                                                          Statistics  report.  The only difference is in
                                                                          the  accounts  added - the daily  report shows
                                                                          account  added for the day  while the  monthly
                                                                          version  shows  accounts  added for the entire
                                                                          month.

</TABLE>

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<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
------------------------------------------------------------------------------------------------------------------------------
                                 PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOMER REPORT
                                                         DEVELOPMENT
------------------------------------------------------------------------------------------------------------------------------
   BILLING CODE                          SERVICE ITEM                                    DESCRIPTION OF SERVICE
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                  <C>
                     BIN/1CA - Monthly                                    Used  specifically for Internet based programs
                                                                          to determine the BIN's used to purchase stored
                                                                          value cards.
------------------------------------------------------------------------------------------------------------------------------
                     Card Designs - Monthly                               Breakdown of cards issued for the month b card
                                                                          design.
------------------------------------------------------------------------------------------------------------------------------
                     Mail Status - Monthly                                Listing of how cards were sent to  cardholders
                                                                          (US Mail/Express Mail).
------------------------------------------------------------------------------------------------------------------------------
                     Source Code - Monthly                                Marketing  report  that shows the sources . of
                                                                          various    promotion   codes   that   can   be
                                                                          implemented with a WildCard program.
------------------------------------------------------------------------------------------------------------------------------
                     G2 Impromptu Web Reports                             Reporting tool that permits  authorized  Users
                                                                          to  organize  and present a static set of data
                                                                          using variable date ranges.
------------------------------------------------------------------------------------------------------------------------------
                     G2 Web PowerPlay                                     Reports   generated  from   pre-defined   data
                                                                          elements  that allow  users to  "drill-  down"
                                                                          from  summary to detail  information.  Reports
                                                                          access weekly data.
------------------------------------------------------------------------------------------------------------------------------
                     G2 Web Query                                         On-line  queries  utilizing  pre-defined  data
                                                                          elements that allow users to  "drill-up"  from
                                                                          detail to summary information.  Queries access
                                                                          previous day's data.
------------------------------------------------------------------------------------------------------------------------------
                     Report Storage Option 1- Current and                 WCS will ZIP all  prior  months'  reports  and
                     Prior  Quarter  On-Line  Availability                maintain the data on the URL for  retrieval by
                                                                          the client. At the conclusion of each calendar
                                                                          quarter,  WCS will  purge  all  data  from the
                                                                          quarter  before the  quarter  that just ended,
                                                                          thus  enabling  the current  quarter and prior
                                                                          quarter of  historical  access to data through
                                                                          the URL at any  given  time.  Client is solely
                                                                          responsible  for  downloading  and warehousing
                                                                          data prior to being urged.
------------------------------------------------------------------------------------------------------------------------------
                     Report  Storage  Option  2 -  Current  and           WCS  will ZIP all  prior  months  reports  and
                     Prior Quarter On-Line Availability and               maintain the data on the URL for  retrieval by
                     Quarterly  Creation of Storage Media                 the client At the  conclusion of each calendar
                                                                          quarter,  WCS will  extract  the data from the
                                                                          quarter  before  the  quarter  that just ended
                                                                          from the  system,  place it on a DVD/CD,  mail
                                                                          the DVD to the Client within 3-weeks after the
                                                                          quarter ends, and then purge the data.

</TABLE>

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<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
-----------------------------------------------------------------------------------------------------------------------------
                                   PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                        DEVELOPMENT
-----------------------------------------------------------------------------------------------------------------------------
   BILLING CODE                          SERVICE ITEM                                   DESCRIPTION OF SERVICE
-----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                   <C>
                    Report  Storage  Option 3 - Perpetual,  On-           WCS  will ZIP all  prior  months  reports  and
                    Line  Storage and  Availability                       maintain the data on the URL for  retrieval by
                                                                          the  client  until  instructed  in  writing to
                                                                          purge  the data or take some  other  action as
                                                                          mutually agreed.
-----------------------------------------------------------------------------------------------------------------------------
                    Report Development- Custom                            Hourly  rate for project  management,  quality
                                                                          assurance,   and   programming   support   for
                                                                          customized reporting needs.

</TABLE>

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<PAGE>


                                   SCHEDULE B

                                       TO

                               SERVICES AGREEMENT

                               INSURANCE COVERAGES

1.       WildCard  Insurance Coverage  Requirements.  WildCard agrees to keep in
         full force and effect and  maintain  at its sole cost and  expense  the
         following policies of insurance during the term of this Agreement:

                            (1)   Workers' Compensation and Employer's Liability
                 Insurance:

                                    (i)    Statutory    Worker's    Compensation
                            including    occupational   disease  in   accordance
                            with law.

                                    (ii)  Employer's  Liability  Insurance  with
                            minimum   limits  of  $500,000   per   employee   by
                            accident/$500,000 per employee by disease.

                            (2)   Commercial    General   Liability    Insurance
                  (including contractual liability insurance) providing coverage
                  for bodily injury and property  damage with a combined  single
                  limit of not less than one million  dollars  ($1,000,000)  per
                  occurrence.

                            (3)  Professional   Liability/Errors  and  Omissions
                  Insurance  covering acts,  errors and omissions arising out of
                  WildCard's  operations  or Services in an amount not less than
                  three million dollars ($3,000,000) per occurrence.

                            (4) Employee Dishonesty and Computer Fraud Insurance
                  covering  losses  arising  out of or in  connection  with  any
                  fraudulent or dishonest acts committed by WildCard  personnel,
                  acting  alone or with  others,  in an amount not less than one
                  million dollars ($1,000,000) per occurrence.

2.       CLIENT  INSURANCE  COVERAGE  REQUIREMENTS.  Client agrees to obtain and
         maintain each of the following  insurance  coverages during the term of
         this Agreement, at Client's sole expense:

                            (1)   Workers' Compensation and Employer's Liability
                 Insurance:

                                    (i)    Statutory    Worker's    Compensation
                            including  occupational  disease  in accordance with
                            law.

                                    (ii)  Employer's  Liability  Insurance  with
                            minimum   limits  of  $500,000   per   employee   by
                            accident/$500,000 per employee by disease.

<PAGE>


          (2) Commercial  General  Liability  Insurance  (including  contractual
liability  insurance)  providing  coverage for bodily injury and property damage
with a combined single limit of not less than one million  dollars  ($1,000,000)
per occurrence.

          (3) Professional  Liability/Errors  and Omissions  Insurance  covering
acts, errors and omissions  arising out of Client's  operations in an amount not
less than three million dollars ($3,000,000) per occurrence.

          (4) Employee  Dishonesty and Computer Fraud Insurance  covering losses
arising out of or in connection  with any fraudulent or dishonest acts committed
by Client personnel; acting alone or with others, in an amount not less than one
million dollars ($1,000,000) per occurrence.


<PAGE>

                                   SCHEDULE C

                                       TO

                               SERVICES AGREEMENT

                                SERVICE STANDARDS

The service level  standards and  performance  guidelines  described  herein are
applicable to the WildCard System. The performance of other entities outside the
WildCard System (e. g., Bank, the  Associations,  and various  Internet  service
providers) will not be included in the determination of WildCard's  adherence to
the Service Levels defined herein.

BELOW ARE THE MINIMUM SERVICE LEVEL  STANDARDS AND  PERFORMANCE  GUIDELINES THAT
ARE REQUIRED FOR THE TRANSACTION CARD PROGRAM:

SYSTEM  AVAILABILITY:  This section defines the service level agreement for each
major  system  supported  by  WildCard  and  the  percentage  of time it will be
available to the end-user  community (e.g.,  on-line  availability or "up time")
over the  course of each  program  month.  These  sets of  measurements  exclude
normally  scheduled outages (e.g.,  maintenance  windows) as they are defined in
ATTACHMENT A, SYSTEMS AVAILABILITY.

o    AUTHORIZATIONS:   WildCard  will  provide  99.50%  authorization   response
     processing  levels for stored value card  authorization  requests  received
     from the Associations.

o    INTERNET SERVICES: WildCard will provide 99.25% system-wide availability to
     Internet based applications offered to Client customers.

o    ACCOUNT SERVICES:  WildCard will meet the following service level standards
     for the account services supported by WildCard.

     o    VRU:  WildCard will provide  99.50%  system-wide  availability  to the
          Interactive Voice Response system (e.g., IVR).

     o    CALL CENTER:  WildCard  will provide a 24x7 call center manned 100% of
          the time, with 99.9% system-wide availability to the Call Center.

     o    REPORTING   SERVICES:   WildCard  will  provide   99.25%   system-wide
          availability  to all Internet  based  reports  (e.g.,  on-line  report
          files).  All  report  files  will be  transmitted  within  24 hours of
          Account Receivable batch cycle.

DISASTER  RECOVERY/BUSINESS  CONTINUITY:  This section defines the service level
agreement for the disaster and business recovery services supported by WildCard.

DISASTER RECOVERY  EXERCISE:  On an annual basis,  WildCard will ensure that the
business  resumption  plan for this product  offering is  successfully  executed
within a predetermined

<PAGE>

recovery time frame.  In doing so, WildCard will exercise the plan by recovering
100% or more of the applications and support facilities deemed critical.

SYSTEM SERVICES: This section defines the service level agreement for the system
services supported by WildCard. Details for this set of measurements are defined
in ATTACHMENT B, SYSTEMS SERVICES.

1.   SYSTEMS PROBLEM REPORTING: WildCard will provide a support group which will
     be  available  24 hours a day, 7 days a week,  to take  incoming  calls for
     assistance  requests and to address system  issues.  The support group will
     attempt to resolve  issues  reported on the call.  If they are unable to do
     so, they will contact the  appropriate  level of WildCard  support staff to
     assist in the resolution. Every attempt will be made to resolve any systems
     services problems within the first call;  however,  depending on the nature
     of the  problem,  resolution  may not occur  within  the first  call due to
     factors outside of WildCard's control.

2.   PLANNED  OUTAGES:  At times,  there will be a need to address  issues  with
     various  systems used by Client and a planned outage outside the negotiated
     maintenance  window(s)  will be required.  When this occurs,  a Client Down
     Time form will be submitted.  This form will contain approvals on the time,
     date,  and  reason for the outage  from the  Client  management  as well as
     WildCard management.

     In the cases where a  potential  outage or planned  outage  occurs due to a
     request by the Client to implement a change outside the maintenance  window
     or when the required WildCard testing and quality assurance process are not
     followed, a Service Level Waiver will need to be submitted.  Upon approval,
     WildCard will be exempt from  adherence to the Service Level  Agreement for
     this period of time.

<PAGE>


                           ATTACHMENT A: SYSTEMS AVAILABILITY

1. AUTHORIZATIONS

      SYSTEM:              WILDCARD AUTHORIZATION SYSTEM
        (SIGMA) Connections:            the Associations end-point authorization
                                        interface

        (SIGMA) Hardware Platform:      Intel-based   processor  system,   fiber
                                        channel disk arrays

        (SIGMA) Response  Time:         90% of transactions will be responded to
                                        in 1 second or less, as calculated  from
                                        the  time  the  transaction  arrives  at
                                        WildCard to the time WildCard  sends the
                                        response back. 99% of transactions  will
                                        have a  response  time of 5  seconds  or
                                        less.

        (SIGMA) Operating  System:      Windows  2000  SP2,  SQL2000  Enterprise
                                        Edition, cluster configuration.

        (SIGMA) Service Levels:         365 days a year,  24  hours a day,  with
                                        the following  exceptions:

                                    o   15  minutes  between  3:00 and 05:00 EST
                                        Monday through Sunday

                                    o   additional   normal   weekly   scheduled
                                        maintenance  window  which  occurs  each
                                        Sunday mornings  between 02:00 and 06:00
                                        EST  (Although  this  is  the  scheduled
                                        maintenance  window, this maintenance is
                                        usually  completed  within 35 minutes of
                                        starting)

2. INTERNET SERVICES

      SYSTEM:              WFDCARD WEB SERVICES
         (SIGMA)  Connections:          Internet-based, multiple Tl s

         (SIGMA)  Hardware  Platform:   Intel  based  processor  systems,   load
                                        balancing  switches,  Cisco  routers and
                                        switches.

         (SIGMA)  Response Time:        Response  time is  calculated  from  the
                                        time the request reaches WildCard to the
                                        time when  WildCard  sends the response.
                                        With the exception of statement viewing,
                                        90% of all  Internet  requests  will  be
                                        responded  to in 5  seconds  or  less as
                                        calculated from the time the transaction
                                        arrives at WildCard.  Statement  request
                                        response  time  will  vary  due  to  the
                                        unknown  quantity of data that will need
                                        to be transmitted

         (SIGMA) Operating System:      Windows 2000 SP 2 Enterprise Edition, US
                                        5.0 MTS

         (SIGMA) Service Levels:        365 days a year,  24  hours a day,  with
                                        the following exceptions:


<PAGE>


                                    o   15  minutes  between  3:00 and 05:00 EST
                                        Monday through Sunday

                                    o   additional   optional  weekly  scheduled
                                        maintenance  window  which  occurs  each
                                        Sunday mornings  between 02:00 and 06:00
                                        EST  (Although  this  is  the  scheduled
                                        maintenance  window, this maintenance is
                                        usually  completed  within 35 minutes of
                                        starting)

3. VRU - VOICE RESPONSE UNIT

     SYSTEM:        IVR

         (SIGMA) Connections:           Multiple  Tls,  owned and  maintained by
                                        WildCard or Client

         (SIGMA)  Hardware Platform:    Dialogic T1 boards, Larscom CSUs

         (SIGMA)  Response Time:        Answer ring to greeting: under 1 second;
                                        Coordinated  voice  and  data:  under  2
                                        seconds

         (SIGMA)  Operating System:     NT 4.0 SP 5 Enterprise Edition

         (SIGMA)  Service Levels:       365 days  a year,  24 hours a day,  with
                                        the following exceptions:

                                    o   15  minutes  between  3:00 and 05:00 EST
                                        Monday through Sunday

                                    o   additional   optional  weekly  scheduled
                                        maintenance  window which occurs  Sunday
                                        mornings  between  02:00  and  06:00 EST
                                        (Although    this   is   the   scheduled
                                        maintenance  window, this maintenance is
                                        usually  completed  within 35 minutes of
                                        starting


<PAGE>

                         ATTACHMENT B: SYSTEMS SERVICES

1.   INCIDENT  RESOLUTION:  WildCard  will  assign,  work,  and  report  on  all
     incidents based upon the business impact.  Attention/updates to an incident
     will be governed by the severity assigned to that incident.  Incidents will
     be reported to Client daily. As such, severities are defined as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
     SEVERITY                     DESCRIPTION                               RESOLUTION
--------------------------------------------------------------------------------------------------------
    <S>              <C>                                    <C>
    Severity I       Requires immediate attention           Acknowledgment in 60 minutes or
                     and resolution. Emergency;             less and continued attention until
                     directly impacts the operation         resolved.
                     of the business.                       Status updates: After initial
                                                            contact advising of connection made
                                                            with member of responsible area,
                                                            hourly until identified estimated
                                                            time can be e given.
--------------------------------------------------------------------------------------------------------
    Severity 2       Legal or regulatory or                 Acknowledgment in 60 minutes or
                     immediate direct customer              less and resolution or identified
                     impact that is clearly not an          resolution in 24 hours.
                     isolated instance.                     Status updates: After initial
                                                            contact advising of connection made
                                                            with member of responsible area,
                                                            hourly until identified estimated
                                                            time can be e given.
--------------------------------------------------------------------------------------------------------
    Severity 3       Impacts critical business              Acknowledgment in I hour or less
                     functions; may have                    and resolution or identified
                     significant bottom line impact.        resolution in 48 hours.
                                                            Status updates: 3 hours until
                                                            identified estimated time can be
                                                            given.
-------------------- -------------------------------------- --------------------------------------------
    Severity 4       Isolated cardholder impact or          Acknowledgment in 1 hour and
                     impedes important business             resolution or identified resolution
                     functions.                             in weeks (subject to Regulation E
                                                            time frames and can be negotiated
                                                            with user).
                                                            STATUS UPDATES: Weekly until
                                                            identified estimated time can be
                                                            given.

</TABLE>

Severity 1 & 2 can only exceed required  resolution time frames with an approved
exception.  Exceptions  can only be authorized by specific  managers and will be
noted in the  appropriate  tracking  mechanism  under a specific  field for that
purpose. All exceptions must be continuously updated until resolved.

<PAGE>

2.   DATA CENTER:  WildCard provides the capability to process, store and access
     information for production processes, analysis, and reporting.

     SERVICE LEVEL STANDARDS for the Data Center include:
              >Staffing 365 days a year, 24 hours a day.

              >99.25% availability of critical on-line systems

              >The following are business unit requirements:

 o:o Scheduling changes to nightly production batch processing must be submitted
     to the scheduling department by 3:30 p.m. EST, Monday through Friday.

 o:o Three (3) day notice for permanent changes to new or existing tables.

 o:o Changes to schedules  outside of the normal cutoff time require  management
     approval and are noted as exception changes.

 3.  NETWORKED  SYSTEMS:  WildCard  provides  all support  for LAN  connections,
     internal  voice  communications,   and  Internet  infrastructures.   Client
     provides  all  support for  telecommunications  lines,  and Client  routers
     installed on the WildCard premises.

     SERVICE LEVEL STANDARDS for the Networked Systems include:

     >Any  critical   hardware   replacement   will   have  a  48-business  hour
turnaround.

     >Configurations  for  servers or  complex  systems  will have a 24 business
hours turnaround time.

               Utility  servers  will have a 99.25%  uptime.  Disk space will be
               monitored to prevent  shortages.  Servers are maintained 7 days a
               week,  24  hours  a day.  There  will  be  planned  downtime  for
               maintenance  which will be broadcast ahead of time. These planned
               outages  will not be included in the  calculation  for the 99.25%
               uptime.