FROM:     __________________,  Chief  Executive  Officer  of  each  of EGX Funds
          Transfer,  Inc.  and  E  Merchant  Processing,  Incorporated

DATE:     January  ___,  2003

RE:       Secured Promissory Note (the "Note") between E Merchant Processing,
                                        ----
          Incorporated  ("Borrower")  and  IIG  Capital  as  agent for IIG Trade
                          --------
          Opportunities  Fund  N.V.  ("Lender")
                                       ------

     Reference  is made to the above-referenced Note, terms defined in the Note,
where  used  herein, shall have the same meaning as prescribed in the Note.  The
undersigned,  as  Chief  Executive  Officer  of each of EGX Funds Transfer, Inc.
("Parent")  and  Borrower,  hereby represents and warrants to Lender as follows:
    ----

     1.  As  of  the  date  of  the  Note  (herein, the "Closing Date") and with
                                                         ------------
respect  to  each  of  Borrower  and  Parent:

          a.  Parent  has  been duly organized and validly exists under the laws
     of  the  State  of  Delaware,  Borrower has been duly organized and validly
     exists  under  the  laws  of  the State of Colorado, and each of Parent and
     Borrower  is in good standing and qualified in all applicable jurisdictions
     where  qualification  is  required  by  law;

          b.  Such  entity  has  power  and  authority  to  execute, deliver and
     perform the Loan Documents to which such entity is a party and to engage in
     its  business  as  contemplated  by  the  Loan  Documents;

          c.  Such  entity has due authorization to execute, deliver and perform
     the  Loan  Documents  to  which  such  entity  is  a  party;

          d.  The  Loan Documents to which such entity is a party have been duly
     executed  and  delivered  by  an  authorized  officer  of  such  entity;

          e.  Execution, delivery and performance of the Loan Documents to which
     such  entity  is  a  party  will  not:

               (i)  violate  or  conflict  with,  or  result  in a breach of, or
          require  any  consent under, its articles of incorporation, bylaws, or
          other  organizational  documents;


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               (ii)  violate any applicable law, rule, or regulation (including,
          without  limitation,  Regulations T, U and X of the Board of Governors
          of  the  Federal Reserve) or any order, writ, injunction, or decree of
          any  governmental  authority;

               (iii)  violate  or  constitute  a  default  under  any agreement,
          document,  or  instrument  to which such entity is a party or by which
          any  of its property is bound, or result in the creation or imposition
          of  any  lien on any of its property (except liens created in favor of
          Lender  pursuant  to  the  Loan  Documents)  and, without limiting the
          generality  of  the foregoing, the exercise of the rights and remedies
          of  Lender  under  the  Loan Documents and in accordance with the Loan
          Documents  will not violate any applicable law, rule, or regulation or
          any  order,  writ, injunction, or decree of any governmental authority
          or  subject  Lender to any valid claim for damages or other liability;

          f.  The Loan Documents to which each of Borrower and Parent is a party
     constitute  legal,  valid  and  binding  obligations and are enforceable in
     accordance  with  their  respective  terms;  and

          g.  No  authorization,  consents,  or  approvals  are  necessary  in
     connection  with  the  execution,  delivery  and  performance  of  the Loan
     Documents.

     2.  The  undersigned  is  not aware of any pending or threatened litigation
against  Borrower or Parent except to the extent, if any, disclosed in the Note.

     3.  The  Loan Documents do not violate any applicable provisions of federal
or  state  law  regarding  the  maximum  rate of interest that may be charged as
interest.

     4.  No consent, approval, waiver, license, authorization or other action by
or  filing  with  any  party or any governmental authority, except those already
obtained,  is  required  by  Borrower  or  Parent  in  connection  with  (a) the
execution,  delivery  or  performance  of  any  of the Loan Documents or (b) the
consummation  of  the  transactions  contemplated  thereby.

     5.  Neither Borrower nor Parent is, after giving effect to the transactions
contemplated  by the Loan Documents and the application of the net proceeds from
the  making  of  the  loan  by Lender under the Note (a) an "investment company"
required  to  register  as  such  under  the  Investment Company Act of 1940, as
amended,  or  (b)  a  "holding company," or a "subsidiary company" of a "holding
company,"  or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act  of  1935,  as  amended.

     6.  The  choice of New York law to govern the Loan Documents is a valid and
effective  choice  of  law  and adherence to existing judicial precedents should
require  a  court  of  competent  jurisdiction  to  enforce  such choice of law.


<PAGE>
                                       Sincerely,


                                     By:
                                        ----------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title: Chief Executive Officer of each
                                            of EGX Funds Transfer, Inc. and E
                                            Merchant Processing, Incorporated


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