[CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS
             AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH
                                THE COMMISSION.]

                                                                   EXHIBIT 10.18

                          STRATEGIC ALLIANCE AGREEMENT

TERM OF AGREEMENT:                1 May 2004 through 30 April 2007 (the "Term").

TERRITORY OF AGREEMENT:           Worldwide.


VISA CONTACT:                     DEBBIE ARNOLD
       CONTACT PHONE NUMBER:      650-432-8127
       CONTACT FACSIMILE NUMBER:  [***]
       CONTACT EMAIL:             darnold@visa.com


ICT CONTACT:                      ALAN FINKELSTEIN
       CONTACT PHONE NUMBER:      310-312-0700
       CONTACT FACSIMILE NUMBER:  310-312-5367
       CONTACT EMAIL:             [***]

This  Agreement  (the  "Agreement")  is  between  Visa   International   Service
Association  ("Visa"),  with its principal place of business at 900 Metro Center
Boulevard,  Foster City,  California  94404 (mailing  address P.O. Box 8999, San
Francisco,  California  94128-8999)  on the one hand and  LensCard,  Inc,  doing
business as InCard Technologies ("ICT"), with its principal place of business at
11601 Wilshire  Boulevard  Suite 2160,  Los Angeles,  California  90025,  on the
other.

In view of the parties'  shared interest in achieving their joint and respective
product and marketing  goals by  implementing  the  cooperative  development and
marketing relationship and activities contemplated herein in support of bringing
ICT's  power-enabled  card technologies and associated rights (the "Service") to
Visa member  financial  institutions  ("Members"),  and in  consideration of the
mutual  covenants  and  conditions  set forth herein and in Exhibits A, B, and C
hereto, all of which are incorporated herein by reference, Visa and ICT agree as
follows:

Subject to the terms and  conditions  specified  in Exhibit A hereto,  Visa will
perform the  obligations  specified in Exhibit B hereto and ICT will perform the
obligations specified in Exhibit C hereto.

VISA INTERNATIONAL                      LENSCARD, INC. DOING BUSINESS AS INCARD
SERVICE ASSOCIATION ("VISA")            TECHNOLOGIES ("ICT")

By: /s/Deborah Arnold                   By: /s/ Alan Finkelstein
    --------------------------------        ------------------------------------

Name: Deborah Arnold                     Name: Alan Finkelstein
     -------------------------------          ----------------------------------

Title: VP                               Title: CEO
     -------------------------------         -----------------------------------

Date: 5/26/04                           Date: 5/26/04
     -------------------------------         -----------------------------------

*** Confidential Treatment Requested

<PAGE>

                                    EXHIBIT A

                              TERMS AND CONDITIONS

I.    REPRESENTATIONS AND WARRANTIES.

      A. BY BOTH PARTIES.  ICT and Visa each warrant and  represent  that (i) it
      has  the  power  and  authority  to  grant  the  rights  and  perform  the
      obligations  to  which  it  commits  herein;  (ii)  the  execution  of the
      Agreement by the person  representing  it will be sufficient to render the
      Agreement binding upon it; and (iii) neither its performance hereunder nor
      the exercise by the other party of rights granted by the warranting  party
      hereunder will violate any applicable  laws or  regulations,  or the legal
      rights of any third parties,  or the terms of any other agreement to which
      the  warranting  party is or  becomes a party.  Each  party is  separately
      responsible for ensuring that its performance and grant of rights does not
      constitute  any such  violation  during  the Term.  No party  approval  of
      advertising  or other copy  submitted  by another will relieve the other's
      responsibility under this Section.

      B. LIMITATIONS.  EXCEPT AS EXPRESSLY PROVIDED HEREIN,  NEITHER PARTY MAKES
      ANY REPRESENTATIONS,  AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
      EXPRESS OR IMPLIED,  REGARDING SUCH PARTY AND ITS PRODUCTS AND SERVICES OR
      ANY PORTION THEREOF,  INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
      FITNESS FOR A  PARTICULAR  PURPOSE AS WELL AS IMPLIED  WARRANTIES  ARISING
      FROM  COURSE OF DEALING OR COURSE OF  PERFORMANCE.  WITHOUT  LIMITING  THE
      GENERALITY  OF THE  FOREGOING,  VISA  SPECIFICALLY  DISCLAIMS ANY WARRANTY
      REGARDING THE NUMBER OF PERSONS AND FINANCIAL  INSTITUTIONS WHO WILL AVAIL
      THEMSELVES OF ANY VISA OR ICT PRODUCT OR OFFER.

II.   INTELLECTUAL PROPERTY RIGHTS, USAGE.

      A. GENERALLY. Each party specifically acknowledges that the Agreement does
      not  confer  upon  such  party  any  interest  in  or  right  to  use  any
      Pre-Existing  Intellectual  Property of the other party without that other
      party's  prior  written  consent.  Each  party  further  agrees  that upon
      termination  of the  Agreement  (except as may be otherwise  agreed by the
      parties), such party will immediately cease and discontinue all use of the
      other party's Pre-Existing  Intellectual Property authorized hereunder. As
      used  herein,  "Pre-Existing  Intellectual  Property"  means (i) a party's
      service  marks,  trademarks  and  distinct  brand  elements  (collectively
      "Marks");  (ii) other  information,  art or design  work,  copy,  or other
      material independently  developed or acquired by a party not in connection
      with (or resulting from)  participation in the activities  contemplated in
      the Agreement and for which a party holds  intellectual  property  rights,
      such as  patents,  copyrights,  trademark,  service  mark,  or trade dress
      rights  (or  licenses  of any of the  foregoing),  or  other  intellectual
      property rights.

      B. REVIEW. Without limiting the foregoing, all materials created by or for
      a  party  including,   without   limitation,   advertisements,   marketing
      materials, press releases,  mailings, web content, and any other materials
      which relate to or contain Marks or Pre-Existing  Intellectual Property of
      the other  party  will be  subject to that  other  party's  prior  written
      approval which will not be  unreasonably  withheld.  Each party will allow
      the other party at least five  business  days from  receipt to review such
      materials.  If for any reason the reviewing  party does not respond within
      five business days, such materials will be deemed approved.


                                       2
<PAGE>

      C. WORK PRODUCT.  With respect to all materials and activities carried out
      by either or both  parties  hereunder,  each party  will have full  right,
      title,  and interest,  including all applicable  copyright,  trademark and
      patent rights,  in its own Work Product whether created in connection with
      the  Agreement  or not.  To the extent the  parties  cooperate  to develop
      and/or produce Work Product in connection with performance hereunder, they
      will mutually agree in writing,  prior to such  development or production,
      regarding which party or parties,  as the case may be, will have ownership
      of such Work  Product  or  portions  thereof.  In the  absence of any such
      agreement or applicable provision hereof, applicable copyright, trademark,
      or patent laws will define the parties' respective rights. As used herein,
      "Work Product" means improvements, inventions, developments,  discoveries,
      products  and data,  whether or not  subject to  patent;  creative  works,
      drawings, designs, copy, art and all other copyrightable material; as well
      as all their derivatives and modifications that a party makes,  conceives,
      or reduces to practice.

      No party shall, hereby or by the activities  contemplated herein, gain any
      rights in the other's Pre-Existing  Intellectual Property, Work Product or
      any derivative  works  therefrom,  except as otherwise  provided herein or
      otherwise agreed to in writing.

III.  CONFIDENTIALITY, PUBLICITY.

      A.  CONFIDENTIALITY.  ICT and Visa each  agree that it will not use in any
      way for its own  account or the  account of any third  party,  nor will it
      disclose to any third party, any Confidential  Information  revealed to it
      by the other party.  Each party will take such  reasonable  precautions to
      protect  the  confidentiality  of  such  Confidential  Information  as are
      employed to protect the party's own  information of a similar  nature.  As
      used herein,  "Confidential Information" means the terms of this Agreement
      as well as all information,  documents and materials provided by one party
      to the other party  before or during the Term  relating to the  Agreement,
      including  without  limitation  technical  data,   specifications,   trade
      information,  customer or client lists and records, business and marketing
      plans,  reports and technical and marketing  data.  Each party will advise
      its  employees,  subcontractors,  and  agents,  as  appropriate,  of their
      confidentiality obligations under the Agreement.

      B.  LIMITATION  OF DUTY.  Neither  party will be under any  obligation  to
      maintain in confidence any portion of Confidential  Information  which (i)
      is or becomes generally known or available to the public through no act or
      failure to act by the recipient;  (ii) was already  developed or otherwise
      possessed by the recipient at the time of its receipt of such information;
      (iii) is  furnished  to the  recipient  by a source  other  than the other
      party;  or (iv) is subject to  compelled  disclosure  under a judicial  or
      governmental  order  (and then only to the extent of that  order).  In the
      latter case, the disclosing party will immediately notify the owner of the
      Confidential Information of the imminence of any such disclosure, and give
      the owner an opportunity to object to such disclosure.

      C. CARDHOLDER  INFORMATION.  Without limiting the foregoing,  in the event
      that,  in  connection  herewith,  ICT comes into  possession of Cardholder
      Information,  then ICT will maintain  physical,  electronic and procedural
      safeguards  designed to (i) maintain the security and  confidentiality  of
      such Cardholder Information;  (ii) protect against any anticipated threats
      or hazards to the security or integrity  of such  Cardholder  Information;
      and (iii) protect against unauthorized access to or use of such Cardholder
      Information  including  without  limitation  that  which  could  result in
      substantial harm or inconvenience to Visa  cardholders,  and ICT will make
      available  to Visa  reports  sufficient  to allow  Visa to  monitor  ICT's
      compliance  with this  obligation.  ICT will use and  disclose  Cardholder
      Information only in the ordinary course of


                                       3
<PAGE>

      business to carry out the  purposes for which the  Cardholder  Information
      was  disclosed or obtained  and shall not use or disclose  the  Cardholder
      Information  for  other  purposes.  For the  purposes  of this  Agreement,
      "Cardholder  Information"  means a Visa account number,  Visa  transaction
      information or other  personally  identifiable  information  relating to a
      Visa consumer cardholder.

      D.  PUBLICITY.  The parties will consult with one another  concerning  the
      form and substance of any press release or other public  disclosure of the
      matters covered by the Agreement,  and will mutually agree on the form and
      substance  of any such  disclosure  before  any such  disclosure  is made.
      Notwithstanding  the  foregoing  or any  other  provision  hereof,  Visa's
      consent shall not be required for ICT to identify Visa as a strategic ally
      in ICT's  presentations  to actual or prospective  customers,  vendors and
      investors.


                                       4
<PAGE>

IV.   TERM AND TERMINATION.

      A. TERM. The Agreement will be effective on the first day of the Term (the
      "Effective  Date") and will expire upon  completion of the Term.  Sections
      II.C,  III, V, and VI will forever  survive such  expiration and any early
      termination of the Agreement.

      B. TERMINATION.

            1. FOR CAUSE.  Either party may terminate the Agreement in the event
            of  a  material   default   by  the  other   party  on  any  of  its
            representations,   warranties  or   obligations   hereunder  by  the
            following  procedure:  (i) the non-defaulting party will provide the
            defaulting  party with written notice  specifying the particulars of
            the  default;  (ii) if the default is not cured within 30 days after
            such notice is given,  the  non-defaulting  party may  terminate the
            Agreement   immediately   upon  providing   written  notice  to  the
            defaulting party.

            2. INSOLVENCY. In addition, either party may terminate the Agreement
            upon 30 days  written  notice in the event that the other  party (i)
            becomes bankrupt or insolvent; (ii) enters into liquidation or has a
            receiver appointed; or (iii) fails to continue its relevant business
            activities for a period of at least 14 days.

            3. OTHER GROUNDS.  ICT may terminate the Agreement in the event that
            (i) Visa and its Regions  fail to provide  ICT with the  opportunity
            (at ICT's own cost) to present  and  demonstrate  the  Service to at
            least 10 substantial Members,  including at least one of its largest
            Members  in each  target  Region,  within the first 12 months of the
            Term,  and  (ii)  such  failure  persists  for 30 days  after  ICT's
            provision  of written  notice  hereunder.  Visa may  terminate  this
            Agreement in the event that (x) Visa  determines  in its  discretion
            that ICT has  failed to adhere to  adequate  standards  of  quality,
            timeliness,  or customer  service in its offering to or provision of
            the Service to any Member or Region,  and (y) such  failure  remains
            uncured to Visa's  reasonable  satisfaction  for a period of 30 days
            following Visa's provision of written notice hereunder.

      C. EFFECT OF TERMINATION.  Upon provision of termination  notice by either
      party, and except to the extent the other party is actively  attempting to
      timely  cure  its  default,   both  parties  will  engage  in  good  faith
      negotiations to arrange for a mutually satisfactory end to the Agreement.

V.    INDEMNIFICATION LIMITATION OF LIABILITY.

      A. BY BOTH PARTIES.  Each party will indemnify and hold harmless the other
      and  the  other's  officers,  directors,   employees,  agents,  affiliates
      (including  without  limitation  separately  incorporated  Regions) member
      financial  institutions,  successors and assigns  (collectively  a party's
      "Indemnified Parties") from and against any damages, liabilities,  losses,
      government procedures, and costs (including reasonable attorneys' fees and
      costs of suit)  arising  out of the  indemnifying  party's  (i) failure to
      comply with applicable laws and regulations;  (ii) unauthorized use of the
      other  party's  trademarks;  (iii)  negligence  or willful  misconduct  in
      connection with its performance of the Agreement;  (iv)  misrepresentation
      or breach of any warranty, obligation or covenant of the Agreement; or (v)
      customers' use of the indemnifying party's products or services,  provided
      that  (x) such  action,  claim,  or suit is  promptly  turned  over to the
      indemnifying  party or its counsel for defense and/or settlement (with the
      Indemnified  Party's  cooperation) and (y) such claim, action or suit does
      not result  directly from the  Indemnified  Party's  negligence or willful
      misconduct or breach of any provision of the Agreement.


                                       5
<PAGE>

      B. BY ICT. In addition, ICT will defend, indemnify, and hold harmless Visa
      and its  Indemnified  Parties from and against any claim or liability that
      arises out of any third party claim that any ICT Pre-Existing Intellectual
      Property violates,  infringes,  or otherwise  conflicts with the rights of
      any other party.

      C. LIMITATION. Neither party will be obligated to the other party for that
      other party's  indirect,  special,  consequential,  or incidental  damages
      under any theory of  liability,  even if the party has been advised of the
      possibility of such damages.

VI.   MISCELLANEOUS.

      A. RELATIONSHIP OF THE PARTIES. ICT and Visa are independent  contractors,
      and  the  Agreement  does  not  create  a   partnership,   joint  venture,
      employee/employer or other agency relationship between them.

      B.  ASSIGNMENT.  The Agreement will be binding on and inure to the benefit
      of  each of the  parties,  their  successors  and  assigns.  It may not be
      assigned or transferred,  in whole or in part, without the written consent
      of the other party.  Any such assignment or transfer  without consent will
      be void.

      C.  NOTICES.  All  notices and other  communications  required to be given
      under the  Agreement  will be in  writing  and will be deemed to have been
      given (i) when personally delivered;  (ii) one business day after delivery
      (with a confirmation of successful transmission) by facsimile;  (iii) when
      delivered (and receipted for) by an overnight  delivery  service;  or (iv)
      three business days after mailing,  postage  prepaid,  by certified  mail,
      addressed  in each case to the  contacts  and  addresses  set forth on the
      Agreement  (in the case of  notices  to either  party,  a copy of any such
      notice will also be delivered to the Legal Department, in care of the same
      address), unless a different address will have been designated in writing.

      D. NOTICE OF MATERIAL CHANGES. Each party agrees to provide the other with
      immediate  notice of (i) any material adverse changes in its operations or
      finances  that could affect the ability of that party to fully perform its
      obligations   hereunder  or  the  quality  of  that  party's   performance
      hereunder;  (ii)  any  material  changes  in  that  party's  ownership  or
      ownership  structure;  and (iii) any matters  that are likely to result in
      public  dishonor or disgrace for that party,  provided that, in each case,
      the party receiving any information under this Section VI.D will treat all
      such  information,  to the extent  that it is not public  information,  as
      Confidential Information.

      E.  GOVERNING LAW. The Agreement will be governed by the laws of the State
      of California, without giving effect to its conflicts of law provisions.

      F. APPLICABLE CURRENCY. Unless otherwise specifically provided herein, all
      amounts  expressed or described  hereunder  are in lawful  currency of the
      United States of America.


                                       6
<PAGE>

      G.  ENTIRE  AGREEMENT.  The  Agreement,  and  Exhibits A, B, and C thereto
      constitute the entire  agreement and  understanding  between Visa and ICT,
      and  there  are  no  other  agreements,  representations,   warranties  or
      understandings  between  Visa and ICT with  respect to the subject  matter
      hereof.  The Agreement  cannot be modified  except by a writing  signed by
      both parties.


                                       7
<PAGE>

                                    EXHIBIT B

                               VISA'S OBLIGATIONS

STRATEGIC  ALLIANCE.  Throughout  the  Term,  Visa  will  cooperate  with ICT to
develop,  implement and enhance the strategic alliance  contemplated herein (the
"Alliance"),  including by working with ICT to implement  Service  marketing and
communications  efforts aimed at achieving  business goals for both parties.  To
this end, Visa will perform the following obligations.

I. PROMOTIONAL ACTIVITIES. Visa will actively promote the Service to its Regions
and encourage  promotion of the Service to Members,  including via the following
activities:

      A. SALES KIT. Visa International will develop a promotional sales kit that
      showcases  the Service  (the "Sales  Kit").  Visa shall bear all costs for
      development  and  production of the Sales Kit. ICT shall have the right to
      review and approve all artwork,  marketing  concepts and  statements,  and
      other content of the Sales Kit in accordance with Section II.B. of Exhibit
      A.

      B. REGIONAL  COORDINATION.  Visa will share the Sales Kit with each of the
      Visa's target Regional  offices with the intent to use the core content as
      required to develop a Region-specific  marketing  program.  Subject to the
      agreement of each particular  Region,  ICT will have the option of working
      with Visa  Regional  offices  directly  on  development  of the  marketing
      program,  and Visa will provide ICT with contact  information  for each of
      the target Regional offices.  ICT participation  with the Regional offices
      may include, but not be limited to, selecting Members within the Region to
      be approached and accompanying  representatives of the Regional offices to
      make  presentations  to such Members.  ICT acknowledges and agrees that at
      the time of signing this Agreement,  Visa had already begun to satisfy its
      obligations under this Section I.B.

      C. REGIONAL MEMBER PROMOTION.  Visa will use reasonable efforts throughout
      the Term to encourage its Regional offices (potentially together with ICT,
      as  contemplated  above) to  promote  the  Service to  Members.  This will
      include Visa using commercially  reasonable efforts to facilitate Alliance
      and  Service  presentations  by ICT (at ICT's  own cost) to Visa's  target
      Regional  offices  within  the  first six  months  of the Term.  Visa will
      continue  to  monitor  and  be  involved  in  the  implementation  of  the
      Alliance's  activities on a global basis and will provide ICT with regular
      feedback  reports in that regard.  ICT acknowledges and agrees that at the
      time of signing  this  Agreement,  Visa had  already  begun to satisfy its
      obligations under this Section I.C.

      Visa's  promotional  efforts  contemplated  herein will  include,  without
      limitation, efforts to ensure that ICT is provided with the opportunity to
      present  and  demonstrate  (at its own cost) the  Service  to  appropriate
      Members in each of Visa's target Regions.

      D.  ON-LINE  PROMOTIONAL  ACTIVITIES.  Visa will permit ICT to promote the
      relationship  contemplated  hereunder in ICT's website and other marketing
      material.

      E.  TRADE,   INDUSTRY  ACTIVITIES.   Visa  will  consider  in  good  faith
      accommodating  ICT  presence  and  visibility  in  connection  with Visa's
      operation of or  participation  in industry and Member  events,  including
      without  limitation by allowing ICT to share  occupancy in Visa booths and
      to operate its own  demonstration at Member gatherings as may be specified
      in the agreed regional marketing plans.


                                       8
<PAGE>

      II. EXTERNAL  COMMUNICATIONS  AND PR. Visa will write and coordinate press
      releases in support of the Alliance as it is  implemented in various areas
      of the world,  subject in each case to ICT approval.  Without limiting the
      foregoing,  this may  include  a launch  announcement  that the  companies
      intend to explore  business  and  technical  developments  in powered card
      technology  and further  announcements  of specific  sales or  development
      activities.

      III. ALLIANCE MEETINGS.  Subject to mutual agreement with respect to date,
      time and  location,  and at Visa's cost,  Visa agrees to  participate,  at
      least twice annually,  in joint Alliance  planning meetings for discussing
      proprietary  products,  concepts,  plans,  and for reviewing  business and
      Alliance  results and other  initiatives.  Visa agrees to consider in good
      faith  ongoing  adjustments  to  the  Alliance   activities   contemplated
      hereunder  where  justified  in  order to  maximize  the  parties'  mutual
      benefits throughout the Term.

      IV.  INTRODUCTIONS.  Throughout  the  Term,  Visa  will  use  commercially
      reasonable  efforts to identify  appropriate  potential  partners and make
      appropriate  introductions to ICT in connection with powered card or other
      agreed-upon  technologies.  Such efforts are in addition to the technology
      alliance  described in Section VI of Exhibit A. Any  technology  resulting
      from work  undertaken by ICT in cooperation  with a partner  introduced by
      Visa shall be owned by ICT and/or such partner as they may determine. Visa
      may also, at its own discretion,  refer new technology solution developers
      to ICT for evaluation.

      V. EXCLUSIVITY. For the period beginning on [the first day of the Term and
      ending on the  two-year  anniversary  of the  launch  of the first  Member
      launch of the Service arising out of the promotional efforts  contemplated
      herein], Visa will not enter into a similar agreement with any other party
      to develop and/or promote power-enabled cards.


                                       9
<PAGE>

                                    EXHIBIT C

                                ICT'S OBLIGATIONS

STRATEGIC  ALLIANCE.  Throughout  the  Term,  ICT will  cooperate  with  Visa to
develop,  implement and enhance the Alliance,  including by working with Visa to
implement  Service  marketing  and  communications  efforts  aimed at  achieving
business  goals for both  parties.  To this end, ICT will perform the  following
obligations.

I. PROMOTIONAL ACTIVITIES. ICT will actively promote its Service as contemplated
in Exhibit B to the Agreement, including via the following activities:

      A. INFORMATION  UPDATES.  ICT will maintain  provision to Visa of complete
      current information about the Service as necessary for Visa to perform its
      obligations  hereunder.  Without limiting the foregoing,  ICT will provide
      Visa with the results of its U.S.-based consumer research study to support
      the sales efforts  contemplated  herein. Visa acknowledges and agrees that
      at the time of  signing  this  Agreement,  ICT had  already  substantially
      satisfied its obligations under this Section I.AB.

      B. REGIONAL AND MEMBER FOLLOW UP. ICT will cooperate  reasonably with Visa
      and  Visa  Regional   personnel  to  conduct  the   marketing   activities
      contemplated  herein.  ICT will follow up on all Member  leads in a timely
      and  professional  manner  and will work in good  faith  towards  reaching
      appropriate agreements with Members and providing agreed-upon products and
      services to the Members thereafter.

      C.  CONTINUING  IMPROVEMENTS.  ICT will keep Visa  appraised of market and
      technical developments and continuously seek to identify needed technical,
      promotional  and  communications  improvements  so that  the  parties  can
      continuously   hone  joint  product   development,   sales  and  marketing
      strategies.

      D. TRADE,  INDUSTRY  ACTIVITIES.  ICT will  endeavor,  where  commercially
      reasonable, to honor all Visa requests that ICT participate in industry or
      Member  meetings or events in  connection  with  promotion  of the Service
      hereunder.

II. PROVISION OF SERVICE. ICT will use commercially reasonable efforts to ensure
that  the  Service  is  implemented  hereunder  with a high  degree  of care and
customer  service focus and to the reasonable  satisfaction  of all Visa Regions
and Members who agree to work with ICT in connection with the Service.  ICT will
continuously seek to identify and implement needed Service improvements based on
its  experience  hereunder.  Any  Member-specific  development  requests will be
negotiated between ICT and the Member directly.

III.  TRACKING AND REPORTING.  At the end of every  six-month  period during the
Term, ICT will provide Visa with available data on Service  provision to Members
adequate to permit Visa to evaluate the  performance of the parties'  respective
Alliance activities.

IV.  EXCLUSIVITY.  For the  period  beginning  on [the first day of the Term and
ending on the two-year  anniversary  of the launch of the first Member launch of
the Service arising out of the promotional  efforts  contemplated  herein],  ICT
will  not  offer  or  provide   the   Service  in   connection   with  any  Visa
Competitor-branded  payment service products or service.  As used herein,  "Visa
Competitor" means American Express, MasterCard, Europay, JCB, Diners Club, Carte
Blanche and Discover.


                                       10
<PAGE>

V. ALLIANCE MEETINGS. Subject to mutual agreement with respect to date, time and
location, and at ICT's cost, ICT agrees to participate, at least twice annually,
in  joint  Alliance  planning  meetings  for  discussing  proprietary  products,
concepts,  plans,  and for  reviewing  business and  Alliance  results and other
initiatives.  ICT agrees to consider in good faith  ongoing  adjustments  to the
Alliance activities  contemplated hereunder where justified in order to maximize
the parties' mutual benefits throughout the Term.

VI.  RENEWAL  RIGHTS.  ICT will  provide  Visa with a  Protected  Right of First
Negotiation as to (i) renewal of the Agreement on mutually  agreeable terms; and
(ii)   agreements   similar  to  this  one  in   connection   with  any  payment
services-related  device or  technology  that is developed or offered by ICT, on
its own or together  with any third party.  For the  purposes of the  Agreement,
"Protected Right of First Negotiation" means that, during the Term, in the event
that ICT wishes to consider entering into such an agreement, it will notify Visa
in writing and Visa will have a 90 day period in which to express  its  interest
or lack of  interest in  pursuing  an  agreement.  In the event that Visa timely
indicates  interest,  the  parties  will  negotiate  in  good  faith  towards  a
definitive  agreement on the relevant  subject  matter  during the 90 day period
following (in the case of (i) above,  such 90 day period will not end before the
end of the Term).  During that period,  ICT will not enter into discussions with
any Visa Competitor as to such subject matter.  In the event that, at the end of
the 90 day negotiation  period,  ICT and Visa have not entered into an agreement
or memorandum of understanding on the relevant subject matter,  ICT may initiate
negotiations with any third party in connection therewith.


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