Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.6






Terms of Agreement 
Between 
Global Cash Card
Corporation 
And 
FundsTech Corp.

This document shall form the binding agreement between World
Processing, Ltd, and Global Cash Card Corporation (combined, “Global Cash Card
Corporation and herein, “GCC”) on the one hand AND FundsTech Corp (herein,
“FTC”) on the other hand, (together, the “Parties”), under which FTC shall
provide consulting services to GCC subject to the following terms and
conditions: 

Part A, Consulting Services:

	 	1. 	
      Financing Plan: FTC will introduce and assist in
      the development of GCC’s financing plan including the development of
      supporting presentation materials, presentation packages, presentation
      planning, targeting of prospective investors, investor relationship
      development, development of a road show schedule and assist with the road
      show for GCC;

	 	2. 	
      Configuration: FTC to assist with the
      configuration of GCC, advising on devices and methods designed to make GCC
      appropriate to the financing & capitalization plan, with the goal of
      meeting standards necessary to lower professional fees, attract auditor
      interest, attract sustainable investor interest and attain eventual
      publicly traded status for GCC.

	 	3. 	
      Business Plan: FTC to assist with the development
      of a presentation business plan and projections;

	 	4. 	
      Financing: FTC to assist in the development and
      enactment of GCC’s short and mid term capital strategy and plan, the
      funding of certain initial costs and achieving the target of raising
      $2,000,000 into GCC. Such plan to involve multiple funding events with
      investment by FTC and / or third parties in conjunction with the
      following:




	 	a. 	
      FTC to have the following rights for a period of two
      years: i) to provide funding to GCC, on terms agreeable to both parties,
      and exclusive to FTC; ii) to have first right of refusal on any proposed
      funding secured for investment into GCC from third parties and; iii) the
      exclusive right to take GCC, or GCC assets, public and;

	 	b. 	
      FTC will assist in establishing GCC, or GCC’s assets,
      within a publicly traded company on the Canadian TSE, US OTC, London AIM
      or similar exchange, driven by variables of cost, company valuation,
      preferences and location of investors, market acceptance and timing GCC
      performance.




	 	5. 	
      Revenue: Sales and marketing assistance, the terms
      and compensation for which shall be defined in separate sales,
      representation, license or similar agreement(s) between GCC and FTC
      defining FTC’s role for:




	 	a. 	
      FTC’s assistance in identifying new domestic sales
      channels for GCC products with: i) Financial institutions and; ii)
      3rd party distributors and;



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	 	b. 	
      FTC’s identification and development of foreign sales
      channels for GCC products.



Part B, Compensation:

GCC shall issue GCC shares to FTC and / or pay fees to FTC per
the following performance and time based schedule. Fees are to be paid, and GCC
shares to be issued and forwarded, to FTC as these events occur: 

	 	1. 	
      Monthly fee of $5,000 paid to FTC on the first of every
      month with the first payment due April 1, 2006 and;

	 	2. 	
      Investment management fees based on all funds raised into
      GCC, or the ensuing publicly traded entity, paid to FTC as part of FTC’s
      management fees, per the following schedule:

	 		a. 	
      Paid to FTC: Five percent (5%) of all equity capital
      invested in GCC and;

	 		b. 	
      Paid to FTC: Four percent (4%) of all bridge or mezzanine
      debt invested in GCC and;

	 		c. 	
      Paid to FTC: Two and one half percent (2.5%) of all funds
      loaned to GCC under a conventional loan or similar agreement.

	 		d. 	
      No commission earned for investments made by current
      shareholders or their immediate family members as long as the
      investment(s) is made prior to May 30, 2006.

	 	3. 	
      A transaction fee paid to FTC in the amount of three
      percent (3%) of the total sale price of GCC if a sale, vend-in and / or
      similar significant transaction involving GCC assets occurs and;

	 	4. 	
      Ownership of GCC, issued to FTC in the form of voting
      stock, based upon the achievement of the following events:

	 		a. 	
      Registration & Related: Three percent (3%)
      ownership (based on the fully diluted share total immediately before the
      going public event) of GCC issued to FTC upon the completion of FTC’s
      assistance in the development of the documentation necessary for GCC, or
      GCC’s assets, to become publicly listed and;

	 		b. 	
      In the event that GCC does not go public and provided
      that the decision not to become publicly traded is agreed to by both
      Parties to this agreement, then GCC shall issue to FTC three percent (3%)
      ownership (based on the fully diluted share total) of GCC. This provision
      shall not preclude rights and obligations of the Parties as setout in
      other terms of this agreement.

	 	5. 	
      A breakup fee of $100,000 shall be paid to FTC should GCC
      decline to execute on plans substantially agreed to by GCC and FTC for
      finance and / or publicly traded status of GCC or GCC’s
  assets.



Part C, General Terms:

	 	1. 	
      Expenses: All FTC pre-approved business and travel
      expenses to be paid by GCC, billed every 30 days.



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	 	2. 	
      Term: The term of this agreement shall be for a period
      starting the date this agreement is signed and running until the latest
      of: a) 18 months or; b) 6 months after GCC, or the assets of GCC, becomes
      part of a publicly traded company. In the event that GCC has not received
      outside funding for a period of six months from the date of this
      Agreement, GCC has the right to terminate the fees being paid under item
      B1 of this Agreement with thirty days written notice to FTC.

	 	3. 	
      GCC acknowledges that: i) FTC is herby being retained
      solely as an independent advisor to the GCC Board of Directors and that it
      remains the responsibility of the GCC Board of Directors to exercise
      diligence in enacting any corporate plans and actions and; ii) GCC is not
      relying on advice from FTC for tax, accounting or legal matters.

	 	4. 	
      GCC represents that their settlement account(s) will
      remain fully funded at all times and managed by GCC to the standard
      required by their transaction processing and industry partners, suppliers
      and clients.

	 	5. 	
      GCC represents that all information furnished to FTC,
      FTC’s agents and affiliates is accurate and retains that accuracy and will
      withstand scrutiny over time.

	 	6. 	
      GCC will endeavor to develop and manage their business
      such that GCC’s valuation is maintained and supports its capitalization
      plans.

	 	7. 	
      Both parties agree to indemnify the other party to the
      fullest extent.

	 	8. 	
      FTC involvement and funds raising activities to be on a
      best efforts basis.

	 	9. 	
      All legal costs, listing fees, third party commissions
      agreed upon by both parties in advance, professional and consultant fees,
      general expenses and other fees associated with the terms and ensuing
      activities of this Terms of Agreement are to be paid by GCC.

	 	10. 	
      This Terms of Agreement shall be binding on both Parties
      as of the date of the signing below, until it is replaced by a more
      definitive agreement that encompasses the terms herein and is executed by
      both Parties.



The below signatures confirm agreement with the terms and
conditions of the above: 

/s/ Joesph F.
Purcell                         

 Joseph F. Purcell, 
CEO, 
Global Cash Card Corporation

Date: March 31, 2006

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AND

 

 

/s/ Joesph F.
Purcell                         

 Joseph F. Purcell, 
President, 
World Processing, Ltd

Date: March 31, 2006

 

 

 

/s/ Donald C.
Headlund                    

Donald C. Headlund, President 
FundsTech Corp.

Date: April 14, 2006

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