Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.7






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

This document shall form the binding Marketing 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 sales and referral services to GCC subject to the following
terms and conditions:

	1. 	
      GCC Products and services:

	 	 	 
	1.1 	
      The initial products and services offered by GCC include
      the following:

	 	 	 
		a. 	
      Pre-Paid Re-Loadable ATM Debit Cards

		b. 	
      Global Cash Card Platform

		c. 	
      Lease of Global Cash Card Platform

		d. 	
      Licensing of Global Cash Card Platform (World Processing,
      Ltd.) ?

	 	 	 
	1.2 	
      GCC will make available any additional products and
      services to FTC at terms equal to or less than those offered to any of
      their other sales channels.

	 	 	 
	2. 	
      Duties of GCC

	 	 	 
	2.1 	
      GCC will furnish FTC, at no cost to FTC, from time to
      time, promotional literature, current price lists, and technical
      specifications as applicable.

	 	 	 
	2.2 	
      When needed, GCC will provide reasonable sales support in
      assisting FTC in its sales presentations.

	 	 	 
	2.3 	
      GCC will provide FTC, monthly reports by the 20th
      day of the month following the month in which the fees were
      collected. Such reports may be in paper or electronic form and shall
      provide sufficient detail for FTC to fully reconcile the
    calculations.

	 	 	 
	3. 	
      Duties of FTC

	 	 	 
	3.1 	
      FTC shall use its best efforts to market and solicit
      sales of GCC Products and Services, of FTC’s choice, by making direct
      calls on potential customers. FTC will provide support services to
      customers as is reasonably required.












	
3.2 		
FTC shall become knowledgeable of the GCC Products and Services and will use its best efforts to sell such GCC Products & Services.

	
	 	 
	
3.3 		
N/A

	
	 	 
	
3.4 		
FTC shall submit to GCC, for approval, all orders for the GCC Products and Services generated by it or its authorized representatives.

	
	 	 
	
3.5 		
All marketing materials, advertising and promotions of the GCC Products and Services, other than those provided by GCC, shall be paid for by FTC.

	
	 	 
	
3.6 		
N/A

	
	 	 
	
3.7 		
FTC will comply with all applicable federal and local laws.

	
	 	 
	
4. 		
Compensation

	
	 	 
	
4.1 		
During the term of this Agreement and any renewal period, Commissions will be paid to FTC in accordance with attached schedule (Exhibit A).

	
	 	 
	
4.2 		
In the event a prospective customer contacts GCC directly, within two years after FTC has made the introduction and initial effort to solicit the business of such customer, then FTC shall be entitled to compensation for such sales
in accordance with attached schedule (Exhibit A).

	
	 	 
	
4.3 		
GCC may increase the Wholesale Rates by passing through any direct costs that are not under their control such as: increases due to: membership in or access fees to a network; processing fees; fees charged by a financial
institution. Any other increase in the Wholesale Rates must be preceded by thirty days written notice and will only effect new cardholders.

	
	 	 
	
4.4 		
GCC will pay FTC commissions on the 10th business day of the month following the month that GCC collects the funds from the customer.

	
	 	 
	
4.5 		
GCC reserves the right, without prior notice and at their sole discretion, to establish a reasonable reserve account from payments due to FTC to fund charge backs, reversals, returns or other disputes arising from any
transactions. FTC hereby grants to GCC a security interest in any such reserve account and pledges to GCC all of its right, title and interest in funds in the reserve account and the proceeds thereof to secure FTC’s obligations to GCC under
this Agreement. The amount of any such reserve account shall be determined by projections based on actual losses and shall be adjusted every ninety days.

	













	
4.6 		
FTC hereby grants and authorizes GCC to exercise the right of Set-off against funds payable to FTC pursuant to this Agreement or any other Agreements between the Parties, including but not limited to any reserve account that FTC
maintains with GCC. GCC may apply all such amounts as payment on FTC’s obligations in a priority or commissions by amounts due to GCC by FTC for fees, charges owed, adjustments, charge backs and assessments which are due under this
Agreement.

	
	 	 
	
4.7 		
FTC agrees not to offer any special prices, discounts, terms or incentives with out the prior written authorization of GCC. FTC’s compensation may vary based on such special prices, discounts, terms and incentives. All orders
are subject to written approval by GCC and the applicable service provider.

	
	 	 
	
4.8 		
All compensation under this Agreement will continue after termination of this Agreement except under Section 10.2 (b), (c), (d), (e), and (f)

	
	 	 
	
4.9 		
N/A

	
	 	 
	
4.10 		
FTC agrees to participate in the GCC Rewards Program that will be announced from time to time.

	
	 	 
	
5. 		
Independent Contractor Status – Taxes and Insurance:

	
	 	 
	
5.1 		
FTC is an independent agent ant no an employee or member of GCC. FTC is responsible for all estimated income, sales and payroll tax payments with respect to FTC’s business when due and GCC shall have no responsibility for
taxes, or other costs arising in connection with FTC’s services.

	
	 	 
	
5.2 		
FTC shall carry at its expense, all insurance coverage which is required by applicable law or prudent business practices. FTC shall indemnify GCC against any claim for injuries or damages caused by FTC, its employees or members,
in the course of FTC’s service for GCC. FTC’s obligation to indemnify GCC shall survive the termination of this Agreement.

	
	 	 
	
5.3 		
FTC shall pay all business expenses related to the operations of FTC and those necessary to carry out the terms of this Agreement, including but not limited to labor, rent, travel/meals/lodging, trade shows and marketing costs,
phone/ utilities, insurance, other business related expenses and necessary capital expenditures, etc.

	
	 	 
	
6. 		
Indemnification:

	
	 	 
	
6.1 		
FTC shall indemnify, defend and hold harmless GCC, its affiliates, directors, officers, employees and agents from and against any and all

	









		
      claims or demands brought by third parties, along with
      any associated damages, costs, expenses (including reasonable attorney’s
      fees) losses liabilities arising out of or related to (a) any act or
      omission by FTC which violates any applicable law; (b) any negligence or
      willful misconduct of FTC or its agents, employees ort other persons or
      entities acting on its behalf under this Agreement; (c) any claim that any
      of the content or other material provided by FTC hereunder infringes of
      violates the right of third parties, including, but not limited to rights
      of publicity, privacy, patents, copyrights, trademarks, or trade secrets;
      or (d) any charge back, reversal dispute or other occurrence related to
      transactions.

	 	 
	6.2 	
      GCC shall indemnify, defend and hold harmless FTC, its
      affiliates, directors, officers, employees and agents from and against any
      and all claims or demands brought by third parties, along with any
      associated damages, costs, expenses (including reasonable attorney’s fees)
      losses liabilities arising out of or related to (a) any act or omission by
      GCC which violates any applicable law; (b) any negligence or willful
      misconduct of GCC or its agents, employees ort other persons or entities
      acting on its behalf under this Agreement; (c) any claim that any of the
      content or other material provided by GCC hereunder infringes of violates
      the right of third parties, including, but not limited to rights of
      publicity, privacy, patents, copyrights, trademarks, or trade secrets.; or
      (d) any charge back, reversal dispute or other occurrence related to
      transactions.



7.       Force
Majeure:

GCC shall have no liability for any loss resulting from delay
or failure in its provision of services hereunder due in whole or in part to any
natural disaster, epidemic, fire, act of God, strike, war, riot, civil
disturbance, court order, statute, governmental issuance, technological facility
outage, shortage or significant fluctuation in power or any other cause beyond
its reasonable control.

8.       N/A

9.      
Assignment/Sale:

This Agreement may be assigned by FTC, with thirty day (30)
written notice to GCC, to any entity reasonably capable of performing FTC’s
obligations hereunder. GCC may assign this Agreement, including but not limited
to all rights, remedies and duties of performance to any entity reasonably
capable of performing GCC’s obligations hereunder upon thirty-day (30) written
notice to FTC. FTC agrees to provide GCC a sixty-day (60) first right of refusal
on any written offer by a third party to acquire the business of FTC covered by
this Agreement.





	10. 	
      Term and Termination:

	 	 
	10.1 	
      This Agreement is effective as of the Effective Date and
      shall continue for a period of three years. Unless otherwise terminated in
      accordance with this Agreement, this Agreement shall automatically extend
      each year for an additional year.

	 	 
	10.2 	
      Termination:




		
      (a.) 
	
      This Agreement can be terminated by either party at the
      end of the initial term or any subsequent renewal term upon written notice
      provided to the other party not less than ninety-days (90) prior to the
      end of the term. 




	 	(b) 	
      If either party commits a material breach of this
      Agreement, the non-defaulting party may terminate this Agreement upon
      thirty-day (30) prior written notice to the other provided such breach has
      not been cured during the thirty-day (30) period.

	 	 	 
	 	(c) 	
      If at any time GCC’s membership in, participation in, or
      access to a network is terminated, GCC may terminate this Agreement with
      respect to that network without notice.

	 	 	 
	 	(d) 	
      If at any time GCC has prove that FTC is allowing or
      participating with customers who are using the system for fraudulent,
      illegal or unauthorized activities, GCC may suspend or terminate this
      Agreement.

	 	 	 
	 	(e) 	
      If at any time and for any reason GCC or its licensors,
      suppliers or service providers access to networks is terminated which
      causes GCC to cease providing its services, GCC may terminate this
      Agreement upon written notice.




	10.3 	
      Upon termination of this Agreement by FTC before the end
      of its term for any reason other than a breach of this Agreement by GCC;
      GCC shall be entitled to a payment from FTC of an early termination fee
      which shall equal the greater of the average monthly amount of fees and
      charges payable to GCC under this Agreement for the previous there (3)
      months, or one thousand dollars ($1,000) multiplied by the remaining
      number months in the current term. This early termination fee is in
      addition to any other rights and remedies that may be available to GCC
      hereunder or under applicable law.








	11. 	
      Jurisdiction, Arbitration, and Legal
  Fees:

	 	 	 
	11.1 	
      This Agreement shall be governed by and constructed in
      accordance with the laws of the State of Nevada, applicable to agreements
      made and to be performed in Nevada, without regard to any provisions
      thereof relating to the principles of conflict of law.

	 	 	 
	11.2 	
      Agreement to Arbitrate. In the event any controversy
      arises relating to this Agreement, such shall be arbitrated in accordance
      with the rules and procedures of the American Arbitration Association with
      the following stipulations;

	 	 	 
		(a) 	
      The sites of the arbitration shall be Las Vegas,
      Nevada.

	 	 	 
		(b) 	
      There shall be one arbitrator who shall be an attorney or
      retired judge licensed to practice law in the State of Nevada.

	 	 	 
		(c) 	
      Arbitration procedures shall be conducted substantially
      in accordance with the United States Rules of Civil Procedure and the
      Rules of evidence. (However, the burden of proof will be the “most
      convincing evidence”)

	 	 	 
		(d) 	
      The Arbitrator shall have authority to award only a
      remedy or relief that a court of the state could award, and no other
      remedy or relief.

	 	 	 
			
      Punitive damages shall not be
awarded.



EACH PARTY HAS A RIGHT TO LITIGATE DISPUTES IN A COURET AND
HAVE A JURY DECIDE SUCH CLAIM OR DISPUTE. BY ENTERING INTO THIS AGREEMENT THE
PARTIES HAVE AGREED TO RESOLVE ALL DISPUTES AND CLAIMS BY BINDING ARBITRATION
AND HAVE WAIVED ALL RIGHTS TO A TRIAL BY A COURT OR JURY AND TO PARTICIPATE IN
ANY CLASS ACTION.

	11.3 	
      The prevailing party in any arbitration will be entitled
      to reasonable attorney’s fees.

	 	 
	12 	
      Amendments:



This Agreement may be amended only by a writing duly executed
by both parties.

	13 	
      Entire Agreement:







This Agreement, including all schedules, addenda and exhibits
hereto, constitutes the entire understanding between the parties as to the GCC
Products and Services and supersedes all previous communications, commitments
and writings.

14.      
Severability:

If any provision of this Agreement is held invalid, illegal,
void or unenforceable by reason of any judicial decision, all other provision of
this Agreement shall nevertheless remain in full force and effect.

15       
Waivers:

No course or dealing or failure to enforce any provisions or
exercise any right under this Agreement by either party shall be construed as a
waiver of such provision or right, affect the validity of this Agreement or
curtail the ability of any party to enforce such provision or exercise such
right in the future.

16:       Notices:

All notices or other communications required by this Agreement
shall be in writing and shall be deemed sufficiently given at the date of
mailing, fax, e-mail, or other agreed method, to the addresses listed below, or
other addresses as a party may provide to the other from time to time:

FTC:

FundsTech Corp 
4425 Park Arroyo 
Calabasas, CA 91302

(818) 222-7521

GCC:

Global Cash Card 
7 Corporate Park Drive 
Suite 100

Irvine, CA 92606

(888) 220-7999




GLOBAL CASH CARD

By: /s/
signed                                                      

Name/Title
President                                          

Date
5/3/2006                                                       

 

FUNDSTECH CORP.

By: /s/
signed                                                      

Name/Title
                                                           

Date
5/3/2006                                                       




SUMMARY OF EXHIBIT A

COMMISSION SCHEDULE

Retail and wholesale rates are provided in this exhibit:

Pre-Paid Reloadable ATM Debit Cards:

GCC shall pay FTC all amounts in excess of the Wholesale
Rates.

	Item 	Retail 	Wholesale 
	  	  	  
	Program Setup 	  	  
	Application Interface 	  	  
	Enrollment Fee 	  	  
	Annual Fees 	  	  
	  	  	  
	Monthly Fees: 	  	  
	               
         Non-Active Card 	  	  
	               
         Active Card 	  	  
	               
         Administrative Fee 	  	  
	               
         Dormancy Fee 	  	  
	               
         (After 90 days of No Activity) 	  	  
	  	  	  
	Card Manufacturing: 	  	  
	               
         Global Cash Card-(Not Personalized/ Instant Issue) 	 	  
	               
         Minimum Order 100 	  	  
	               
         Up to 5,000 -each 	  	  
	               
         5,001+ 	  	  
	               
         Global Cash Card (Personalized/ 14day delivery) 	 	  
	               
         Branded (Not Personalized/ 30 day delivery) 	 	  
	               
         Branded (Personalized/ 30 day delivery) 	  	  
	               
         “Twin Pac” 	  	  
	               
         Cardholder Fee under Paycard 	 	  
	               
         All items are Plus Shipping & Handling Costs 	 	  
	  	  	  
	Card Usage: 	  	  
	  	  	  
	United States 	  	  
	  	  	  
	ATM 	  	  
	               
         Withdrawal 	  	  
	               
         Declined Withdrawal 	  	  
	               
         Inquiry 	  	  
	               
         Declined Inquiry 	  	  
	POS 	  	  












	
                    Purchase
	
	
                    Declined Purchase
	
	
                    Inquiry
	
	
                    Declined Inquiry
	
	
                    Return
	
	
                    Declined Return
	
	 

	
	
Outside United States:
	
	 

	
	
ATM
	
	
                    Withdrawal
	
	
                    Declined Withdrawal
	
	
                    Inquiry
	
	
                    Declined Inquiry
	
	
POS
	
	
                    Purchase
	
	
                    Declined Purchase
	
	
                    Inquiry
	
	
                    Declined Inquiry
	
	
                    Return
	
	
                    Declined Return
	
	 

	
	
*Currency Conversion Rate May Apply
	
	 

	
	
Card to Card:
	
	 

	
	 

	
	
Loading Card:
	
	 

	
	
                    Credit Card to Global Cash Card
	
	
                    Via ACH
	
	
                                        (Per Card, Per Transaction – Paycard Program Only)
	
	
                    Via ACH (Per Card, Per Transaction)
	
	
                    Via Postal Money Order
	
	
                    Via Wire Transfer (Plus Bank Fee)
	
	
                    Via Bank Deposit
	
	
                    Via Check (7 days to use funds)
	
	
                    Via Participating Retailers
	
	 

	
	 

	
	 

	
	
Miscellaneous:
	
	 

	
	
                    Convenience Check
	
	
                    Payday Advance
	
	
                                        (Paycard Program Only)
	
	
                    Card Replacement
	










	 	Automated Toll Free Tele. (US)
  
	 	       
                 (4 free per month) 
	 	Operated Assisted (US) 
	 	       
                 (4 free per month) 
	 	Automated Toll Free Telephone
  
	 	       
                 (Outside US – 1 free per month)
    
	 	Operated Assisted 
	 	       
                 (Outside US – 1 free per month)
    
	 	Website Log-in 
	 	PIN Change 
	 	       
                 (First one free) 
	 	Initial Marketing Package 
	 	Cardholder Initiated Cancellation
    
	 	Periodic Statement (Mailed)
  


The following percentages will be paid by GCC to FTC:

Lease Platform:

Monthly Lease Payment 
PIN Transactions Net 
Signature
Transactions Net 
Plastic Sales after Direct Costs

Software Lease:

Sales as Paid
PIN Transactions Net (If Any) 
Signature
Transactions Net (If Any) 
Plastic Sales after Direct Costs (if Any)

Processing Services:

PIN Transactions Net 
Signature Transactions Net

Additional Items 

(Depends on Customer Requests such as Program Management,
Plastic, IVR, Customer Service, ETC.)