ASSIGNMENT OF LICENSE AGREEMENT


          THIS ASSIGNMENT OF LICENSE AGREEMENT (this "AGREEMENT") is dated as of
January  ___,  2003,  and  is  made  by E Merchant Processing, Incorporated (the
"BORROWER"), in favor of and for the benefit of IIG Capital LLC as agent for IIG
Trade  Opportunities  Fund  N.V.  (the  "LENDER"),  with the approval of Divisas
Mexicanas,  S.A.  de  C.V.  ("DIVISAS").

                                    RECITALS

          WHEREAS,  the  Borrower  has entered into that certain Promissory Note
dated  of  even date herewith in favor of the Lender and in the principal amount
of  $4,000,000, (as the same may hereafter be amended, supplemented, restated or
otherwise  modified  from time to time, the "NOTE"; capitalized terms defined in
the  Note and not defined herein shall have the meanings ascribed to them in the
Note);  and

          WHEREAS,  it is a condition precedent to the making of the loan by the
Lender  evidenced  by  the  Note  that  the  Borrower  assign  to the Lender the
Borrower's rights and interest in the license agreement between the Borrower and
Divisas  (the  "LICENSE  AGREEMENT").

                                    AGREEMENT

          NOW,  THEREFORE,  in consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt  and sufficiency of which are hereby
acknowledged,  and  in  order to induce the Lender to make the loan, the parties
hereto  agree  as  follows:

     SECTION 1  Assignment of Rights.  The Borrower hereby assigns to the Lender
                --------------------
all  right, title and interest in, to and under the License Agreement (including
without  limitation  all  accessions  and  proceeds  arising  from  such License
Agreement)  (the "ASSIGNED RIGHTS"), up to an aggregate amount equal to at least
the  aggregate  amount  of principal, interest, fees and costs accrued under the
Note  (the  "ASSIGNMENT").  For  purposes of this Agreement, the term "PROCEEDS"
includes  whatever  is  receivable  or  received  when  proceeds  are collected,
exchanged  or  otherwise  disposed  of, whether such disposition is voluntary or
involuntary.

          SECTION 2 The Borrower Remains Liable. Anything herein to the contrary
                    ---------------------------
notwithstanding,  (a)  the  Borrower  shall  remain  liable  under  the  License
Agreement,  to  the  extent  set forth therein, to perform all of its duties and
obligations  thereunder  to  the  same  extent as if this Agreement had not been
executed,  (b)  the  exercise by the Lender of any of the rights hereunder shall
not release the Borrower from any of its duties or obligations under the License
Agreement  and  (c)  the Lender shall not have any obligation or liability under
the  License  Agreement  by  reason  of  this Agreement, nor shall the Lender be
obligated to perform any of the obligations or duties of the Borrower thereunder
or  to  take  any  action  to  collect or enforce any claim for payment assigned
hereunder  by  reason  of  this  Agreement.


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          SECTION  3  Acknowledgment  and  Consent.  Divisas hereby acknowledges
                      ----------------------------
and  consents  to  this Agreement and commits to transfer, on and after the date
hereof,  all amounts assigned to the Lender under this Agreement to the Lender's
account  [describe  deposit  account]  (the  "Lender's  Account").

          SECTION  4  Representations  and  Warranties.  The Borrower represents
                      --------------------------------
and  warrants  as  follows:

          4.1     Binding  Obligation.  This  Agreement is the legally valid and
                  -------  ----------
     binding  obligation  of  the Borrower, enforceable against it in accordance
     with  its  terms,  except  as  enforcement  may  be  limited by bankruptcy,
     insolvency,  reorganization,  moratorium,  or  similar  laws relating to or
     limiting  creditors'  rights generally and to general principles of equity.

          4.2     Delivery of Instruments.  All notes, stock certificates, bonds
                  -----------------------
     and  other instruments relating to the License Agreement, if any, have been
     delivered  to  the  Lender  duly  endorsed and accompanied by duly executed
     instruments  of  transfer  or  assignment  in  blank.

          4.3     Payment  Rights  Valid.  The License Agreement constitutes the
                  ----------------------
     legal,  valid  and binding obligation of each party thereto and complies in
     all  material  respects  with  the  provisions  of  all applicable laws and
     regulations,  whether  federal,  state  or  local,  applicable  thereto.

          4.4     Governmental  Authorizations.  No  authorization,  approval or
                  ----------------------------
     other  action  by,  and  no  notice  to  or  filing  with, any governmental
     authority  or  regulatory body is required for the perfection by the Lender
     of  its  rights  and  remedies  hereunder.

          4.7     Other  Information.  All  information  heretofore,  herein  or
                  ------------------
     hereafter  supplied  to  the  Lender  by  or on behalf of the Borrower with
     respect  to  the  Assigned  Rights is accurate and complete in all material
     respects.

          4.8     Incorporation  of  Representations  and  Warranties.  Each
                  ---------------------------------------------------
     representation  and  warranty of the Borrower set forth in the Note is true
     and  correct  in  all  material  respects  and  such  representations  and
     warranties  are  hereby incorporated herein by this reference with the same
     effect  as  though  set  forth  in  their  entirety  herein.


          SECTION  5  Further Assurances.  The Borrower agrees that from time to
                      ------------------
     time,  at  the  expense of the Borrower, the Borrower will promptly execute
     and  deliver  all  further  instruments and documents, and take all further
     action,  that  may be reasonably necessary or desirable, or that the Lender
     may  reasonably  request,  in  order  to  perfect  and protect any security
     interest  or  other  rights granted or purported to be granted hereby or to
     enable the Lender to exercise and enforce its rights and remedies hereunder
     with  respect  to  the  Assigned  Rights.

          SECTION  6  Lender  Appointed  Attorney-in-Fact.  The  Borrower hereby
                      -----------------------------------
     irrevocably  appoints the Lender the Borrower's attorney-in-fact, with full
     authority  in  the  place  and stead of the Borrower and in the name of the
     Borrower,  the  Lender  or  otherwise,  from  time  to time in the Lender's


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<PAGE>
     discretion to take any action and to execute any instrument that the Lender
     may  deem  necessary  or  advisable  to  accomplish  the  purposes  of this
     Agreement,  including,  without  limitation:

          6.1     to  ask,  demand, collect, sue for, recover, compound, receive
     and give acquittance and receipts for moneys due and to become due under or
     in  respect  of  any  of  the  Assigned  Rights,

          6.2     to  receive,  endorse,  and  collect  any  drafts  or  other
     instruments,  documents  and  chattel paper, in connection with Section 6.1
     above,
                                                              -----------

          6.3     to  file  any  claims  or  take  any  action  or institute any
     proceedings  that  the  Lender  may  deem  necessary  or  desirable for the
     collection  of  any amounts due under the License Agreement or otherwise to
     enforce  the  rights  of  the Lender with respect to the License Agreement,

          6.4     to  do,  at the Lender's option and the Borrower's expense, at
     any  time,  or from time to time, all acts and things that the Lender deems
     necessary  to  protect,  preserve  or  realize upon the Assigned Rights, in
     order  to effect the intent of this Agreement, all as fully and effectively
     as  the  Borrower  might  do.

          SECTION  7  Lender  May Perform.  If the Borrower fails to perform any
                      -------------------
agreement  contained herein, the Lender may itself perform, or cause performance
of,  such  agreement,  and  the  reasonable  expenses  of the Lender incurred in
connection  therewith  shall be payable by the Borrower under Section 11 of this
                                                              ----------
Agreement.

          SECTION  8  Lender's  Duties  and  Liabilities.
                      ----------------------------------

          8.1     The  powers  conferred  on  the Lender hereunder are solely to
     protect  its  interest in the Assigned Rights and shall not impose any duty
     upon  it  to  exercise  any such powers. Except for the safe custody of any
     instruments  in  its  possession  and  the  accounting  for moneys actually
     received  by  it hereunder, the Lender shall have no duty as to the License
     Agreement or the Assigned Rights or as to the taking of any necessary steps
     to  preserve  rights  against  prior parties or any other rights pertaining
     thereto.  The  Lender  shall  be  deemed to exercise reasonable care in the
     custody  and  preservation  of  instruments  in  its  possession  if  such
     instruments  are  accorded  treatment substantially equal to that which the
     Lender  accords  its  own  property.

          8.2     The Lender shall not be liable to the Borrower for any loss or
     damage  sustained  by it, that may occur as a result of, in connection with
     or  that  is  in  any  way related to (a) any exercise by the Lender of any
     right  or remedy under this Agreement or (b) any other act of or failure to
     act  by  the Lender, except to the extent that the same shall be determined
     by a judgment of a court of competent jurisdiction to be the result of acts
     or  omissions  on  the  part of the Lender constituting gross negligence or
     willful  misconduct.


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          8.3     NO CLAIM MAY BE MADE BY THE BORROWER AGAINST THE LENDER OR ITS
     AFFILIATES,  DIRECTORS,  OFFICERS,  EMPLOYEES,  ATTORNEYS OR AGENTS FOR ANY
     SPECIAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES IN RESPECT OF ANY BREACH OR
     WRONGFUL  CONDUCT (WHETHER THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR
     DUTY  IMPOSED  BY  LAW)  IN  CONNECTION  WITH, ARISING OUT OF OR IN ANY WAY
     RELATED  TO  THE  TRANSACTIONS CONTEMPLATED AND RELATIONSHIP ESTABLISHED BY
     THIS  AGREEMENT,  OR  ANY  ACT,  OMISSION  OR EVENT OCCURRING IN CONNECTION
     THEREWITH;  AND  THE  BORROWER HEREBY EXPRESSLY WAIVES, RELEASES AND AGREES
     NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED
     AND  WHETHER  OR  NOT  KNOWN  OR  SUSPECTED  TO  EXIST  IN  ITS  FAVOR.

          SECTION  9  Remedies.  If any Event of Default shall have occurred and
                      --------
be  continuing,  the  Lender may exercise in respect of the Assigned Rights, (a)
all  the  rights  and  remedies  of a secured party on default under the Uniform
Commercial  Code  of the State of New York (the "Code") (whether or not the Code
applies  thereto),  (b)  all  of  the  rights  and remedies provided for in this
Agreement, the Note and any other agreement between the Borrower and the Lender,
(c)  in  the  case  where  a  default  also  exists under the License Agreement,
exercise any one or more of Borrower's rights and remedies arising in connection
with  the  License  Agreement  and  (d) such other rights and remedies as may be
provided  by  law  or  otherwise  (such  rights and remedies of the Lender to be
cumulative  and  nonexclusive).

          SECTION  10  Application  of  Proceeds.  Except  as expressly provided
                       -------------------------
elsewhere  in  this Agreement, all proceeds received by the Lender in respect of
any  sale  of,  collection from or other realization upon all or any part of the
Assigned  Rights may, in the discretion of the Lender, be held by the Lender and
then,  or at any other time thereafter applied, in full or in part by the Lender
against the obligations of the Borrower under the Note in the following order of
priority:


          FIRST:  To  the  payment  of all reasonable costs and expenses of such
          -----
     collection  or  other  realization  and all other expenses, liabilities and
     advances  made  or  incurred  by the Lender in connection therewith and all
     amounts  for  which the Lender is entitled to indemnification hereunder and
     all  advances  made by the Lender hereunder for the account of the Borrower
     and  for  the  payment  of  all  costs and expenses paid or incurred by the
     Lender  in  connection  with the exercise of any right or remedy hereunder,
     all  in  accordance  with  Section  11  of this  Agreement;
                                -----------

          SECOND: To the ratable payment in full of all obligations owing to the
          ------
     Lender  by  the  Borrower;  and

          THIRD: After payment in full of the amounts specified in the preceding
          -----
     paragraphs,  to  the  payment  to  or  upon  the  order of the Borrower, or
     whomsoever  may  be  lawfully entitled to receive the same or as a court of
     competent  jurisdiction may direct, of any surplus then remaining from such
     proceeds.


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<PAGE>
          All  applications  of  proceeds  to  the Borrower's obligations to the
Lender shall be applied to the payment of interest before application of payment
to  principal.

          SECTION 11 Indemnity and Expenses.
                     ------------------------

          11.1     The  Borrower agrees to indemnify the Lender from and against
any and all claims, losses and liabilities growing out of or resulting from this
Agreement (including, without limitation, enforcement of this Agreement), except
claims,  losses  or  liabilities resulting from the Lender's gross negligence or
willful  misconduct.

          11.2     The Borrower will upon demand pay to the Lender the amount of
any and all reasonable expenses, including the reasonable fees and disbursements
of  Lender's counsel and of any experts and agents, that the Lender may incur in
connection  with (i) the custody, preservation, use or operation of, or the sale
of, collection from, or other realization upon, any of the Assigned Rights after
the  occurrence  of an Event of Default, (ii) the exercise or enforcement of any
of  the  rights  of  the  Lender  hereunder  after the occurrence of an Event of
Default  or  (iii)  the failure by the Borrower to perform or observe any of the
provisions  hereof.

          SECTION  12  Notices.  The  terms and provisions of Section ___ of the
                       -------
Note  (including,  without  limitation, the notice provisions hereof) are hereby
incorporated  herein  by  reference.

          SECTION  13  Amendments.  No  amendment  or waiver of any provision of
                       ----------
this  Agreement  nor consent to any departure by the Borrower herefrom, shall in
any  event  be  effective  unless the same shall be in writing and signed by the
Lender and the Borrower, and then such waiver or consent shall be effective only
in  the  specific  instance  and  for  the  specific  purpose  for  which given.

          SECTION  14  Counterparts.  This  Agreement  may be executed in one or
                       ------------
more  counterparts,  each of which when so executed shall be deemed an original,
but  all  such  counterparts  together  shall  constitute  but  one and the same
instrument.

                  [Remainder of page intentionally left blank.]


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<PAGE>
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized  as  of  the  date  first  above  written.


                          E MERCHANT PROCESSING, INCORPORATED

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

                          IIG CAPITAL LLC, as agent for IIG Trade Opportunities
                          Fund N.V.

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


                          DIVISAS MEXICANAS, S.A. DE C.V.

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


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