PARENT GUARANTY
                                ---------------

     This  Parent Guaranty (herein referred to as the "Guaranty") is executed as
of  the  ____  day  of  January,  2003,  by EGX FUNDS TRANSFER, INC., a Delaware
corporation  (herein  referred  to  as  the "Guarantor"), in order to induce IIG
CAPITAL  LLC  as agent for IIG TRADE OPPORTUNITIES FUND N.V. (herein referred to
as  "Secured  Party"),  to  continue  to  provide  financial accommodations to E
MERCHANT  PROCESSING,  INC.  (herein  referred  to  as  "Debtor").

     1.   Guaranty  of  Payment.
          ---------------------

          (a)  Guarantor  and  any debtor-in-possession or trustee in bankruptcy
which  succeeds  to  the interest of Guarantor hereby unconditionally guarantees
the  full  and prompt payment to Secured Party when due, whether by acceleration
or  otherwise, of any and all Indebtedness (as hereinafter defined) of Debtor to
Secured  Party.

          (b)  As  used  in this Guaranty, "Indebtedness" shall mean any and all
indebtedness  of  Debtor  to Secured Party under that certain Secured Promissory
Note  dated of even date herewith made by Debtor payable to the order of Secured
Party  in  an  aggregate  principal  amount  of US$4,000,000 (as the same may be
amended,  restated, extended, renewed or otherwise modified, the "Note") and any
and  all  indebtedness and other liabilities of Debtor to Secured Party of every
kind  and  character  and  all  extensions,  renewals  and replacements thereof,
including, without limitation, all unpaid accrued interest thereon and all costs
and  expenses  payable  as  hereinafter  provided:  (i)  whether now existing or
hereafter incurred; (ii) whether direct, indirect, primary, absolute, secondary,
contingent,  secured,  unsecured,  matured  or  unmatured;  (iii)  whether  such
indebtedness  is from time to time reduced and thereafter increased, or entirely
extinguished  and  thereafter  reincurred;  (iv)  whether  such indebtedness was
originally  contracted with Secured Party or with another or others; (v) whether
or  not  such  indebtedness  is  evidenced  by  a  negotiable  or  nonnegotiable
instrument  or  any  other  writing;  and  (vi)  whether  such  indebtedness  is
contracted  by  Debtor  alone  or  jointly  or severally with another or others.
Notwithstanding  that  Debtor may not be obligated to Secured Party for interest
and/or  attorneys' fees and expenses on, or in connection with, the Indebtedness
from  and  after  the  Petition Date (as hereinafter defined) as a result of the
provisions  of  the  federal bankruptcy law or otherwise, Indebtedness for which
Guarantor shall be obligated under this Guaranty shall include interest accruing
on  the Indebtedness at the highest rate provided for in the Note from and after
the  date on which Debtor files for protection under the federal bankruptcy laws
or  from  and after the date on which an involuntary proceeding is filed against
Debtor under the federal bankruptcy laws (herein collectively referred to as the
"Petition Date") and all reasonable attorneys' fees and expenses incurred by the
Secured  Party  from  and  after  the  Petition  Date  in  connection  with  the
Indebtedness.

          (c)  Guarantor  acknowledges that valuable consideration supports this
Guaranty,  including,  without  limitation, any commitment to lend, extension of
credit or other financial accommodation, whether heretofore or hereafter made by
Secured  Party  to  Debtor;  any  extension,  renewal  or  replacement  of  any
Indebtedness; any forbearance with respect to any Indebtedness or


                                      -1-
<PAGE>
otherwise;  any  cancellation  of  an  existing guaranty; any purchase of any of
Debtor's  assets  by  Secured  Party;  or  any  other  valuable  consideration.

     2.  Secured  Party's Costs and Expenses.  Guarantor agrees to pay on demand
         -----------------------------------
all  costs  and  expenses  of  every  kind  incurred  by  Secured Party:  (a) in
enforcing  this  Guaranty;  (b)  in  collecting  any Indebtedness from Debtor or
Guarantor;  (c) in realizing upon or protecting any collateral for this Guaranty
or for payment of any Indebtedness; and (d) for any other purpose related to the
Indebtedness  or  this  Guaranty.  "Costs and expenses" as used in the preceding
sentence  shall include, without limitation, the actual attorneys' fees incurred
by  Secured  Party in retaining counsel for advice, suit, appeal, any insolvency
or  other proceedings under the Federal Bankruptcy Code or otherwise, or for any
purpose  specified  in  the  preceding  sentence.

     3.  Nature  of  Guaranty:  Continuing,  Absolute  and  Unconditional.
         ----------------------------------------------------------------

          (a)  This  Guaranty  is and is intended to be a continuing guaranty of
payment  and  performance  of  the  Indebtedness  (irrespective of the aggregate
amount  thereof)  independent  of  and  in  addition  to  any  other  guaranty,
endorsement,  collateral  or  other  agreement held by Secured Party therefor or
with  respect  thereto,  whether  or  not  furnished  by  Guarantor.

          (b)  This  Guaranty  is  absolute  and  unconditional and shall not be
changed  or  affected  by  any  representation,  oral  agreement,  act  or thing
whatsoever, except as herein provided. This Guaranty is intended by Guarantor to
be  the  final,  complete  and  exclusive  expression  of  the agreement between
Guarantor  and  Secured Party.  No modification or amendment of any provision of
this  Guaranty  shall  be  effective  unless  in  writing  and  signed by a duly
authorized  officer  of  Secured  Party.

     4.  Certain  Rights  and  Obligations.
         ---------------------------------

          (a)  Guarantor authorizes Secured Party, without notice, demand or any
reservation  of  rights  against  Guarantor  and  without  affecting Guarantor's
obligations  hereunder,  from  time  to  time:  (i)  to renew, extend, increase,
accelerate  or  otherwise  change  the time for payment of, the terms of, or the
interest  on,  the  Indebtedness  or  any  part thereof; (ii) to accept from any
person  or entity and hold collateral for the payment of the Indebtedness or any
part  thereof,  and  to exchange, enforce or refrain from enforcing, or release,
such collateral or any part thereof; (iii) to accept and hold any indorsement or
guaranty  of  payment of the Indebtedness or any part thereof, and to discharge,
release  or substitute any such obligation of any such indorser or guarantor, or
any  person  or  entity who has given any security interest in any collateral as
security  for  the payment of the Indebtedness or any part thereof, or any other
person  or  entity  in  any  way  obligated  to pay the Indebtedness or any part
thereof,  and to enforce or refrain from enforcing, or compromise or modify, the
terms  of any obligation of any such indorser, guarantor, person or entity; (iv)
to  dispose of any and all collateral securing the Indebtedness in any manner as
Secured  Party,  in its sole discretion, may deem appropriate, and to direct the
order  or  manner  of  such  disposition  and  the  enforcement  of  any and all
endorsements  and guaranties relating to the Indebtedness or any part thereof as
Secured  Party,  in its sole discretion, may determine; and (v) to determine the
manner,  amount  and  time of


                                      -2-
<PAGE>
application  of  payments  and credits, if any, to be made on all or any part of
any  component  or  components of the Indebtedness (whether principal, interest,
costs  and  expenses,  or  otherwise).

          (b)  If  any default shall be made in the payment of any Indebtedness,
Guarantor  hereby  agrees  to  pay  the  same in full:  (i) without deduction by
reason  of any setoff, defense or counterclaim of Debtor; (ii) without requiring
protest  or notice of nonpayment or notice of default to Guarantor, to Debtor or
to  any  other person; (iii) without demand for payment or proof of such demand;
(iv)  without  requiring  Secured  Party to resort first to Debtor (this being a
guaranty  of  payment  and  not  of  collection) or to any other guaranty or any
collateral  which  the  Secured  Party may hold; (v) without requiring notice of
acceptance  hereof or assent hereto by Secured Party; and (vi) without requiring
notice that any Indebtedness has been incurred or of the reliance by the Secured
Party  upon  this  Guaranty;  all  of  which  Guarantor  hereby  waives.

          (c)  Guarantor  hereby  irrevocably  and  unconditionally  waives  all
suretyship  defenses.  Guarantor's obligation hereunder shall not be affected by
any  of the following, all of which Guarantor hereby waives:  (i) any failure to
perfect  or continue the perfection of any security interest in or other lien on
any  collateral  securing payment of any Indebtedness or Guarantor's obligations
hereunder;  (ii)  the  invalidity,  unenforceability,  propriety  or  manner  of
enforcement  of, or loss or change in priority of, any such security interest or
other  lien;  (iii)  any  failure  to  protect,  preserve  or  insure  any  such
collateral;  (iv)  failure  of  Guarantor  to  receive  notice  of  any intended
disposition  of  such  collateral;  (v)  any  defense  arising  by reason of the
cessation  from  any  cause  whatsoever  of  liability  of the Debtor including,
without  limitation,  any  failure,  negligence  or omission by Secured Party in
enforcing  its  claims  against  the  Debtor;  (vi)  any  release, settlement or
compromise of any obligation of Debtor; (vii) the invalidity or unenforceability
of any of the Indebtedness; or (viii) it is especially and expressly agreed that
if  the  indebtedness  of  said  Debtor now or at any time hereafter exceeds the
amount  permitted  by law, or if Debtor's obligation to pay interest, attorneys'
fees,  costs  or expenses or any other sums ceases to exist by operation of law,
or  if  said  Debtor is not liable because the act of creating the obligation is
ultra  vires,  or  the  officers  creating same acted without authority, and for
these  reasons  the  indebtedness to Secured Party which Guarantor agrees to pay
cannot  be  enforced  against  the  Debtor,  such fact shall in no manner affect
Guarantor's  liability  hereunder,  notwithstanding the fact that said Debtor is
not liable for such indebtedness, but Guarantor shall be liable hereunder to the
same  extent as Guarantor would have been if the indebtedness of the said Debtor
had  been fully enforceable against said Debtor.  Guarantor hereby waives notice
of  intent  to  accelerate  the  Indebtedness  and notice of acceleration of the
Indebtedness.

     5.  Subordination  of  Subrogation  and  Contribution.  Guarantor  hereby
         -------------------------------------------------
irrevocably  subordinates  any  claim  or other rights which it may have against
Debtor  that  arise  from  the existence, payment, performance or enforcement of
Guarantor's  obligations  under  this Guaranty, the Note, or any other agreement
between  Secured  Party  and  Debtor related to the Loan  Agreement (hereinafter
collectively  referred  to  as  the  "Loan  Documents"),  including,  without
limitation,  any right of subrogation, reimbursement, exoneration, contribution,
indemnification,  any  right  to  participate  in any claim or remedy of Secured
Party  against Debtor or any collateral which Secured Party now has or hereafter
acquires,  whether or not such claim, remedy or right arises in equity, or under
contract,


                                      -3-
<PAGE>
statute  or  common  law,  including,  without  limitation, the right to take or
receive  from  Debtor,  directly  or indirectly, in cash or other property or by
set-off  or in any other manner, payment or security on account of such claim or
other  rights.  If  any  amount  shall  be paid to Guarantor in violation of the
preceding  sentence  and the Indebtedness shall not have been paid in full, such
amount  shall  be  deemed to have been paid to Guarantor for the benefit of, and
held  in  trust for the benefit of, Secured Party and shall forthwith be paid to
Secured Party and credited and applied upon the Indebtedness, whether matured or
unmatured,  in  accordance  with  the  terms  of  the  Loan Documents. Guarantor
acknowledges  that  it  will receive material, direct and indirect benefits from
the  Indebtedness provided by Secured Party to Debtor and the other transactions
evidenced  by  and  contemplated  in  the Loan Documents and that the waiver set
forth  in  this  Section  5 is knowingly made in contemplation of such benefits.

     6.  Other  Parties:  Joint  and  Several  Liability.
         -----------------------------------------------

          (a)  If  more  than  one  party  executes  this  Guaranty, or if other
separately  executed guaranties of the Indebtedness presently, or in the future,
exist, Secured Party shall have the right to discharge or release one or more of
the  undersigned  from any obligation hereunder, in whole or in part, without in
any  way releasing, impairing or affecting its right against the other or others
or the undersigned.  The failure of any other person to sign this Guaranty shall
not  release  or  affect  the  obligations  or  liability  of  the  undersigned.

          (b)  If more than one party executes this Guaranty, the obligations of
the  undersigned  hereunder  shall be joint and several and the term "Guarantor"
shall  include  each  as  well  as  all  of  them.

     7.  Guaranty  of  Payment.  Guarantor  guarantees  the  full,  prompt  and
         ---------------------
unconditional  performance  of  all  Indebtedness.

     8.  Termination.  This Guaranty shall remain in full force and effect as to
         -----------
each  Guarantor  until  Secured Party shall actually receive from such Guarantor
written  notice  of  its  discontinuance,  or  notice  of  the death or judicial
declaration  of incompetency of such Guarantor; provided, however, this Guaranty
shall  remain  in  full  force  and  effect  thereafter  until  all indebtedness
outstanding  or  contracted or committed for (whether or not outstanding) before
the  receipt  of  such  notice by Secured Party, and any extensions, renewals or
replacements  thereof  (whether  made  before  or after receipt of such notice),
together  with interest accruing thereon after such notice, shall be finally and
irrevocably  paid  in full.  Discontinuance of this Guaranty as to one Guarantor
shall not operate as a discontinuance hereof as to any other Guarantor.  Payment
of  all  of  the  Indebtedness  from  time  to  time  shall  not  operate  as  a
discontinuance  of  this  Guaranty,  unless  notice  of  discontinuance as above
provided  has  theretofore  actually  been  received by Secured Party.  If after
receipt  of any payment of all or any part of the Indebtedness, Secured Party is
for  any  reason  compelled  to  surrender such payment to any person or entity,
because  such  payment  is  determined  to  be void or voidable as a preference,
impermissible  setoff,  or  a  diversion of trust funds, or for any reason, this
Guaranty  shall continue in full force notwithstanding any contrary action which
may have been taken by Secured Party in reliance upon such payment, and any such
contrary  action  so  taken shall be without


                                      -4-
<PAGE>
prejudice  to  Secured Party's rights under this Guaranty and shall be deemed to
have  been  conditioned  upon  such payment having become final and irrevocable.

     9.  Representations  and  Warranties.  Guarantor represents and warrants to
         --------------------------------
Secured  Party  as  follows:

          (a)  Guarantor  has  the  power  and authority to execute, deliver and
perform  its  obligations under this Guaranty, and this Guaranty constitutes the
legal,  valid and binding obligation of Guarantor, enforceable against Guarantor
in  accordance  with  its terms, except as limited by bankruptcy, insolvency, or
other  laws  of  general  application  relating to the enforcement of creditor's
rights.

          (b)  The  execution,  delivery,  and  performance by Guarantor of this
Guaranty  will  not  violate  any  law  or  any order of any court, governmental
authority  or  arbitrator  and will not conflict with, result in a breach of, or
constitute  a  default  under,  or result in the imposition of any lien upon any
assets of Guarantor pursuant to the provisions of, any indenture, mortgage, deed
of trust, security agreement, franchise, permit, license, or other instrument or
agreement  to  which  Guarantor  or  its  properties  is  bound.

          (c)  No  authorization,  approval,  or  consent  of,  and no filing or
registration  with,  any  court,  governmental  authority,  or  third  party  is
necessary  for  the  execution,  delivery  or  performance  by Guarantor of this
Guaranty  or  the  validity  or  enforceability  thereof.

          (d)  Debtor is a wholly-owned subsidiary of Guarantor and the value of
the  consideration  received  and  to  be  received  by Guarantor as a result of
Secured  Party making extensions of credit to Debtor and Guarantor executing and
delivering  this  Guaranty is reasonably worth at least as much as the liability
and  obligation  of  Guarantor  hereunder, and such liability and obligation and
such  extensions  of  credit  may  reasonably  be  expected to benefit Guarantor
directly  or  indirectly.

          (e)  Guarantor  is  Solvent (as hereinafter defined).  For purposes of
this  Guaranty, "Solvent" means, when used with respect to each Guarantor, that:
(a)  the  fair  value  of all its assets is in excess of the total amount of its
debts  (including  contingent  liabilities);  (b) it is able to pay its debts as
they  mature;  and  (c)  it  does  not  have  unreasonably small capital for the
business  in  which it is engaged or for any business or transaction in which it
is  about  to  engage.

     10.  Covenants.  Guarantor  covenants  and  agrees  that,  as  long  as the
          ---------
Indebtedness  or  any  part  thereof  is  outstanding  or  Secured Party has any
commitment  to  Debtor:

          (a)  Guarantor  will  furnish promptly to Secured Party written notice
of  the  occurrence  of  any  default  under  this  Guaranty;

          (b)  Guarantor  will furnish promptly to Secured Party such additional
information  concerning  Guarantor  as  Secured  Party  may  request;  and


                                      -5-
<PAGE>
          (c)  Guarantor  will  obtain  at  any  time  and from time to time all
authorizations,  licenses,  consents  or  approvals as shall now or hereafter be
necessary  or desirable under all applicable laws or regulations or otherwise in
connection  with  the  execution,  delivery and performance of this Guaranty and
will  promptly  furnish  copies  thereof  to  Secured  Party.

     11.  Miscellaneous.
          -------------

          (a)  "Debtor"  and "Guarantor" as used in this Guaranty shall include:
(i)  any  successor  individual  or  individuals,  association,  partnership  or
corporation  to  which  all  or  a substantial part of the business or assets of
Debtor  or  Guarantor  shall  have  been  transferred;  (ii)  in  the  case of a
partnership  Debtor  or  Guarantor,  any  new  partnership which shall have been
created  by reason of the admission of any new partner or partners therein or by
reason  of the dissolution of the existing partnership by voluntary agreement or
the death, resignation or other withdrawal of any partner; and (iii) in the case
of  a  corporate  Debtor,  any other corporation into or with which Debtor shall
have  been  merged,  consolidated,  reorganized  or  absorbed.

          (b)  Without  limiting  any  other  right  of  Secured Party, whenever
Secured  Party  has  the right to declare any Indebtedness to be immediately due
and  payable  (whether  or  not  it  has so declared), Secured Party at its sole
election  may  set  off against the Indebtedness any and all monies then owed to
Guarantor  by  Secured Party in any capacity, whether or not the Indebtedness or
the obligation to pay such moneys owed by Secured Party is then due, and Secured
Party  shall be deemed to have exercised such right of setoff immediately at the
time  of  such  election  even  though any charge therefor is made or entered on
Secured  Party's  records  subsequent  thereto.

          (c)  Guarantor's  obligation  hereunder  is to pay the Indebtedness in
full when due according to its terms, and shall not be affected by any extension
of  time  for  payment  by  the  Debtor  resulting from any proceeding under the
Federal  Bankruptcy  Code  or  any  similar  law.

          (d)  No  course  of  dealing  between  Debtor or Guarantor and Secured
Party  and no act, delay or omission by Secured Party in exercising any right or
remedy  hereunder  or with respect to the Indebtedness shall operate as a waiver
thereof  or  of  any  other  right  or remedy, and no single or partial exercise
thereof  shall preclude any other or further exercise thereof or the exercise of
any other right or remedy.  Secured Party may remedy any default by Debtor under
any  agreement with Debtor or with respect to the Indebtedness in any reasonable
manner  without waiving the default remedied and without waiving any other prior
or  subsequent  default  by  Debtor.  All  rights  and remedies of Secured Party
hereunder  are  cumulative.

          (e)  Secured  Party  and  Guarantor  as  used herein shall include the
successors  or  assigns  of  those  parties.  The rights and benefits of Secured
Party hereunder shall, if Secured Party so directs, inure to any party acquiring
any  interest  in the Indebtedness or any part thereof.  If any right of Secured
Party  hereunder  is construed to be a power of attorney, such power of attorney
shall not be affected by the subsequent disability or incompetence of Guarantor.


                                      -6-
<PAGE>
          (f)  Captions  of  the  paragraphs of this Guaranty are solely for the
convenience  of  Secured  Party  and  Guarantor,  and  are  not  an  aid  in the
interpretation  of  this  Guaranty.

          (g)  GUARANTOR  AGREES  THAT  ANY  ACTION  OR PROCEEDING TO ENFORCE OR
ARISING  OUT  OF  THIS  GUARANTY  MAY  BE COMMENCED IN THE DISTRICT COURT OF ANY
COUNTY,  OR IN THE DISTRICT COURT OF THE UNITED STATES IN ANY DISTRICT, IN WHICH
SECURED  PARTY  HAS  AN OFFICE, AND GUARANTOR WAIVES PERSONAL SERVICE OF PROCESS
AND  AGREES  THAT  A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN
ANY  SUCH  COURT SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION
IF  SERVED BY REGISTERED MAIL TO GUARANTOR, OR AS OTHERWISE PROVIDED BY THE LAWS
OF  THE  STATE  OF  NEW  YORK  OR  THE  UNITED  STATES.

          (h)  If any provision of this Guaranty is unenforceable in whole or in
part  for  any  reason, the remaining provisions shall continue to be effective.
Furthermore,  in lieu of such illegal, invalid or unenforceable provision, there
shall  be  added automatically as a part of this Guaranty a provision as similar
in  terms to such illegal, invalid or unenforceable provision as may be possible
and  be  legal, valid and enforceable.  No provision herein or in any other Loan
Document  evidencing  the  Indebtedness  shall require the payment or permit the
collection  of  interest  in  excess of the maximum permitted by applicable law.

          (i)  Guarantor agrees that Secured Party has no obligation to preserve
rights  to the collateral against prior parties or to marshal any collateral for
the  benefit  of  Guarantor  or  any  other  third  party.

          (j)  PAYMENTS  OF  ALL SUMS OF MONEY AND THE PERFORMANCE OF ALL OF THE
COVENANTS  AND  AGREEMENTS  HEREUNDER  SHALL BE PAYABLE AND DUE AT THE OFFICE OF
SECURED  PARTY  SET  FORTH  IN  THE  NOTE.  THIS  GUARANTY  AND  THE TRANSACTION
EVIDENCED HEREBY SHALL BE CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF  NEW
YORK.

          (k)  THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES  AND  MAY  NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS  BETWEEN  THE  PARTIES.

          (l)  GUARANTOR  AND  SECURED  PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY  WAIVE  ANY RIGHT TO TRIAL BY JURY THAT GUARANTOR OR SECURED PARTY
MAY  HAVE  IN  ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH
THE  LOAN  DOCUMENTS  OR THE TRANSACTIONS RELATED THERETO.  GUARANTOR REPRESENTS
AND  WARRANTS  THAT NO REPRESENTATIVE OR AGENT OF SECURED PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT


                                      -7-
<PAGE>
SECURED  PARTY  WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS RIGHT
TO JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT SECURED PARTY HAS BEEN INDUCED
TO  ENTER  INTO  THIS  GUARANTY  BY,  AMONG OTHER THINGS, THE PROVISIONS OF THIS
SUBSECTION  11(L).

          (m)  ALL  NOTICES,  REQUESTS  AND OTHER COMMUNICATIONS TO GUARANTOR OR
SECURED PARTY HEREUNDER SHALL BE GIVEN IN WRITING (INCLUDING BANK WIRE, TELEX OR
SIMILAR  WRITING)  AND SHALL BE GIVEN AT THE ADDRESSES PROVIDED IN, AND SHALL BE
EFFECTIVE  IN  ACCORDANCE  WITH  THE  PROVISIONS,  OF  THE  NOTE.

          (n)  All capitalized terms not otherwise defined herein shall have the
meanings  set  forth  in  the  Note.

     IN  WITNESS  WHEREOF, the undersigned has executed this Continuing Guaranty
as  of  the  date  first  written  above.

                                       GUARANTOR:
                                       ---------

                                       EGX FUNDS TRANSFER, INC.


                                       By:
                                           -----------------------------------
                                       Name:
                                            ----------------------------------
                                       Title:
                                             ---------------------------------


                                      -8-
<PAGE>