EX 10.4


    
 

    SHARE
      PURCHASE AGREEMENT

     

     

     

    
      
        
        

      

      
        Page
          - 1

        
          

        

      

      
        
        

      

    

     

    

      


       

      SHARE
        PURCHASE AGREEMENT

      


      By
        and Among

      FIRST
        ECOM.COM, INC.

      FEDS
        ACQUISITION CORPORATION

      FIRST
        ECOM DATA SERVICES ASIA LIMITED, 

      AND

      FIRST
        ECOMMERCE ASIA LIMITED

      (collectively,
        as “Sellers”)

      


      and

      


      FIRST
        CURACAO INTERNATIONAL BANK, N.V.

      (as
        “Purchaser”)

      


      with
        respect to all the issued and outstanding share capital of

      FIRST
        ECOMMERCE DATA SERVICES LIMITED

      


      October
        19, 2001

      


      THE
        INSTALLMENT PAYMENTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
        UNDER THE UNITED STATES SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
        FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
        A
        REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH INSTALLMENT PAYMENTS
        UNDER
        SUCH ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO FIRST
        CURACAO INTERNATIONAL BANK, N.V. AND ITS COUNSEL THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      


      
        
          
          

        

        
          Page
            - 2

          
            

          

        

        
          
          

        

      

      


      SHARE
        PURCHASE AGREEMENT

      


      


      THIS
        SHARE PURCHASE AGREEMENT
        (together with all schedules, exhibits or other instruments attached hereto,
        this “Agreement”) is entered into effective as of the 19th
        day of
        October, 2001 (the “Effective Date) by and among First Ecom.com, Inc., a Nevada
        corporation (“First Ecom”), FEDS Acquisition Corporation, a Nevada corporation
        (“FEDS Acquisition”), First Ecom Data Services Asia Limited, a Hong Kong
        corporation (“FEDS Asia”), First Ecommerce Asia Limited, a Hong Kong corporation
        (“First Asia”) (First Ecom, FEDS Acquisition, FEDS Asia and First Asia being
        sometimes referred to herein individually as a Seller and collectively, whether
        two or more, as “Sellers”), and First Curacao International Bank, N.V., a
        Netherlands Antilles company (“Purchaser”).

      


      WHEREAS
        FEDS
        Acquisition is the registered and beneficial owner of all of the issued and
        outstanding share capital of First Ecommerce Data Services Limited, a Bermuda
        company (the “Company”); and

      


      WHEREAS,
        FEDS
        Asia is the owner and holder of all rights, titles and interest in and to
        certain computer software technologies of interest to Purchases;
        and

      


      WHEREAS,
        First
        Ecom is the registered and beneficial owner of all of the issued and outstanding
        share capital of FEDS Acquisition, First Asia and FEDS Asia; and

      


      WHEREAS,
        First
        Asia is a party to a certain license and distribution agreement with Oasis
        Technology Ltd. of interest to Purchaser; and

      


      WHEREAS,
        upon
        the terms and subject to the conditions set forth in this Agreement, Purchaser
        wishes to purchase, and Sellers wish to transfer or cause to be transferred
        to
        Purchaser, the Company Shares, and to effect such other transfers and grants
        of
        rights and licenses to purchaser as are contemplated herein for the
        consideration set forth below;

      


      NOW,
        THEREFORE, in
        consideration of the premises and of the mutual agreements, provisions and
        covenants herein contained, and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, Purchaser and Sellers
        hereby agree as follows:

      


      ARTICLE
        I
        - DEFINITIONS

      


      1.1 Definitions.
        As used in this Agreement, the following capitalized terms shall have the
        meanings ascribed to them below. Other capitalized terms used herein shall
        have
        the meanings given them where they first appear.

      


      “Affiliate”
        of a person or entity shall mean any other person or entity controlled by,
        controlling, or under common control with said person or entity, and “control”
for this purpose is understood to include the ownership or voting control
        of
        more than 50% of the outstanding securities of any such person carrying the
        power to vote with respect to the direction or management of the person or
        entity.

      


      “Business
        Day” shall mean any on which businesses in Bermuda are normally open for
        business, excluding governmental, banking and other generally recognized
        holidays.

      


      
        
          
          

        

        
          Page
            - 3

          
            

          

        

        
          
          

        

      

      “Closing”
        shall mean the closing of the transactions contemplated by this Agreement
        to
        take place upon the execution and delivery of this Agreement as specified
        in
        Article II.

      


      “Closing
        Date” shall mean the date on which Closing takes place.

      


      “Companies
        Act” shall mean the Companies Act 1981 of Bermuda, as amended from time to
        time.

      


      “Company
        Shares” shall have the meaning given it in Section 4.5(a).

      


      “Contracts”
        shall mean any and all contracts, commitments, covenants, promises, notes,
        mortgages, indentures, leases of tangible personal property, licenses,
        franchises, options, warranties, commitments, and other agreements,
        understandings and arrangements (other than those constituting real property
        or
        bank deposit agreements).

      


      “Environmental
        Requirements” shall mean all applicable Legal Requirements, together with any
        other requirements of permits, licenses, certificates, authorizations,
        concessions, franchises or other approvals of any Governmental Authority
        relating to pollution, the protection of human health or safety or the
        environment, including, without limitation all requirements pertaining to
        reporting, licensing, permitting, investigation and remediation of emissions,
        discharges, releases, or threatened releases of Hazardous Substances into
        the
        air, surface water, groundwater, or land, ore relating to the manufacture,
        processing distribution, use, treatment, storage, disposal, transport, or
        handling of Hazardous Substances; and all requirements pertaining to the
        protection of the health and safety of the Company’s employees, contractors or
        the public.

       

      “Governmental
        Authority” shall mean any court, governmental department, commission, council,
        board, agency, or other judicial, administrative, regulatory, legislative
        or
        other governmental agency or instrumentality of Bermuda or any foreign country,
        or any state, county, municipality or local governmental body located in
        Bermuda
        or any such other foreign country.

      


      “Hazardous
        Substances” shall mean any pollutant, contaminant, material, substance, waste,
        chemical or compound that is regulated, restricted or prohibited by any
        Environmental Requirement or designated by any Governmental Authority to
        be
        hazardous, toxic, radioactive, biohazardous or otherwise a danger to health
        or
        the environment.

      


      “Intellectual
        Property” shall mean any and all discoveries, inventions (patentable or
        otherwise), methods, trade secrets, know-how and other proprietary information,
        utility models, sketches, drawings, designs, charts, lists, reports, forms,
        memoranda, writings, computer software, computer software documentation,
        trademarks and trade names, service marks, and service names, domain names,
        copyrights, patents (including without limitation utility patents, design
        patents, utility models and petty patents), moral rights, in all cases whether
        or not registered or registrable, and all rights to renewal and extension
        of
        copyrights, patents or designs to the full term or terms for which such
        copyrights, patents or designs may be issued, renewed or extended, all
        copyright, patent and design registrations and applications therefor, all
        rights
        under judicial orders or injunctions, and the right to recover for past and
        future infringements, and also including in the case of patent application
        the
        right to claim priority for such patent applications. 

      


      
        
          
          

        

        
          Page
            - 4

          
            

          

        

        
          
          

        

      

      “Legal
        Requirements” means laws, statutes, orders, rules, ordinances, regulations,
        codes, judgments, orders, writs or decrees of any governmental Authority
        having
        jurisdiction over the person or subject matter in question, and any and all
        legal duties arising under applicable common law.

      


      ARTICLE
        II - PURCHASE AND SALE

      


      2.1 Purchase
        and Sale of the Company Shares. Subject to the terms and conditions of this
        Agreement, Sellers hereby agree to sell and deliver, or cause to be sold
        and
        delivered, to Purchaser or its assignee or nominee, and Purchaser or its
        assignee or nominee hereby agrees to purchase and accept form Sellers, all
        legal
        and beneficial interest in all of the Company Shares, consisting of 3,000,000
        ordinary shares of par value BD$1.00, represented by Certificate No. 8 (the
        “Certificate”, whether one or more), free from all liens, charges, encumbrances,
        equities and claims of third parties of any description, together with all
        rights now or hereafter attaching thereto.

      


      2.2 Grant
        of
        Software Licenses; Assignment of Distribution License; Support and Maintenance,
        Subject to the terms and conditions of, this Agreement, Sellers hereby agree
        to
        execute and deliver to Purchaser (i) a Software License Agreement for Merchant
        Accounting and Reporting System, (ii) a Software License Agreement for Payment
        Gateway, and (iii) a Software Development License Agreement, each in the
        form of
        Exhibits A, B and C attached hereto and made a part hereof for all purposes,
        respectively, (iv) subject to any necessary consents that remain to be obtained
        from Oasis Technology Ltd., a Subdistributor and Assignment Agreement in
        the
        form of Exhibit D attached hereto and made a part hereof for all purposes,
        and
        (v) an End User Support Agreement in the form of Exhibit E attached hereto
        and
        made a part hereof for all purposes.

      


      2.3 Purchase
        Price. The aggregate purchase price (the “Consideration”) to be paid by
        Purchaser for the Company Shares, the grants of the software licenses and
        the
        assignment described in Section 2.2 above, the entry into the End User Support
        Agreement described in Section 2.2 above, and the other covenants and agreements
        on the part of Sellers provided for hereunder, shall be US$1,663,986 payable
        at
        Closing in cash, by cashier’s check or by wire transfer of immediately available
        funds to an account designated in writing by Sellers to Purchaser no less
        than
        three Business Days prior to the Closing for this purpose, plus the payments
        required to be paid to Sellers by or on behalf of Purchaser in the amounts
        and
        at the times set forth in Section 7.1 below (the “Installment Payments”). In
        this connection the parties acknowledge and agree that, of the US$1,663,986
        payable at Closing, US$10.00 represents the entire fee for each of the license
        agreements described in clauses (i), (ii) ad (iii), respectively, of Section
        2.3, an additional US$10.00 represents the entire fee for the Subdistributor
        and
        Assignment Agreement described in clause (iv) of Section 2.3 , and US$10.00
        represents the entire fee for the end User Support Agreement described in
        clause
        (v) of Section 2.3, and the remaining US$1,663,936, plus the Installment
        Payments, represents the entire purchase price being paid for the Company
        Shares. As provided in Section 10.12 hereof, Purchaser shall be deemed to
        have
        discharged its obligations to make payments hereunder by making such payments
        to
        First Ecom, which shall hold such payments in trust for the other Sellers
        as
        their interest may appear.

      


      
        
          
          

        

        
          Page
            - 5

          
            

          

        

        
          
          

        

      

      2.4 Closing.
        The Closing shall take place at the offices of Appleby Spurling & Kempe,
        Cedar House, 41 Cedar Avenue, Hamilton, Bermuda upon the latest to occur
        of (i)
        immediately upon complete execution and delivery of this Agreement and (ii)
        as
        soon as practicable following complete execution and delivery of this Agreement
        and satisfaction or waiver of all of the conditions to the obligations of
        the
        parties to consummate the transactions contemplated hereby in accordance
        with
        this Agreement, and (iii) at such other time, place and date as is mutually
        agreed to by the parties hereto. The parties acknowledge that the execution
        of
        documents and instruments required hereunder may take place prior to the
        actual
        finding of the Consideration payable at Closing or the satisfaction of certain
        conditions to Closing, in which case such documents and instruments shall
        be
        placed into escrow with the firm of Appleby Spurling & Kempe for release
        upon funding and satisfaction of all such conditions, and the Closing Date
        shall
        be the date of such release. Notwithstanding any requirement herein that
        documents or instruments be dated the Closing Date, such documents and
        instruments shall be deemed satisfactory if dated on the date of signing,
        but
        considered effective on the Closing Date, and conditions required to be
        satisfied prior to Closing, and representations and warranties given at signing,
        shall be deemed satisfied if satisfied after signing but prior to or on the
        Closing Date.

      


      
        	2.5  	
                Sellers’
                  Actions at the Closing. At or prior to the
                  Closing:

              


      

      


      
        	(a)  	
                Sellers
                  shall deliver to Purchaser:

              


      

      


      (i) (A) the
        Certificates of Incorporation or other equivalent organizational document
        of
        each of First Ecom, FEDS Acquisition, FEDS Asia and First Asia, respectively,
        certified in each case as of a date no earlier than five (5) Business Days
        prior
        to the Closing Date by the Secretary of State of the State of Nevada or
        equivalent official or office of the jurisdiction of incorporation, and (B)
        a
        certificate of said Secretary of State or other official or office dated
        as of
        no earlier than three (3) Business Days prior to the Closing Date as to the
        due
        incorporation and good standing of each of First Ecom, FEDS Acquisition,
        FEDS
        Asia and First Asia, respectively; and

       

      


      (ii) certificates
        of the Secretary or an Assistant Secretary of each of First Ecom, FEDS
        Acquisition, FEDS Asia and First Asia, respectively, dated the Closing Date
        and
        certifying (A) that the Certificate of Incorporation or equivalent
        organizational document of such company has not been amended since the date
        of
        the last amendment referred to in the certificate delivered pursuant to clause
        (i) (A) above, (B) that attached thereto is a true and correct copy of all
        resolutions adopted by the Board of Directors and, if required under the
        company’s organizational documents or applicable Legal Requirements,
        shareholders of such company authorizing the execution, delivery and performance
        of this Agreement and the ancillary agreements and transactions contemplated
        hereby and that such resolutions have not been amended or modified and are
        in
        full force and effect in the form adopted, and (C) to the incumbency and
        specimen signature of each officer of such company executing this Agreement
        and
        each ancillary agreement to be executed by such company pursuant to this
        Agreement and any certificate or instrument furnished pursuant hereto;
        and

      


      
        
          
          

        

        
          Page
            - 6

          
            

          

        

        
          
          

        

      

      


      (iii) (A)
        the
        Memorandum of Association of the Company, certified as of a date no earlier
        than
        three (3) Business Days prior to the Closing Date by the Registrar of Companies
        of Bermuda, and (B) a Certificate of Compliance from said Registrar of companies
        dated as of no earlier than three (3) Business Days prior to the Closing
        Date as
        to the due incorporation and good standing of the Company; and

      


      (iv) certificate
        of the Secretary of the Company dated the Closing Date and certifying (A)
        that
        the Memorandum of Association of the Company has not been amended since the
        date
        of the last amendment referred to in the Certificate delivered pursuant to
        clause (iii) (A) above, and (B) that attached thereto is a true and correct
        copy
        of all resolutions adopted by the Board of Directors and shareholders of
        the
        Company pursuant to the provisions of Section 2.5(c) below and that such
        resolutions have not been amended or modified and are in full force and effect
        in the form adopted, and (C) that the other requirements of Section 2.5(c)
        have
        been fulfilled in accordance with the provisions thereof; and

      


      (v) an
        opinion of counsel from legal counsel to First Ecom and FEDS Acquisition
        substantially in the form of Exhibit J attached hereto and made a part hereof
        for all purposes;

      


      (b) Sellers
        shall deliver or procure delivery to the Purchaser of the Certificate evidencing
        the Company Shares, accompanied by duly executed share transfer instruments
        in
        the form attached hereto as Exhibit F effecting transfer from FEDS Acquisition
        of all the Company Shares in favor of Purchaser (or its nominee(s)), and,
        in
        connection therewith, Sellers hereby irrevocably appoint, as of the time
        of
        Closing, any corporate officer of Purchaser and any Director of the Company
        as
        Sellers’ attorneys-in-fact and irrevocably instruct any such attorney-in-fact to
        execute all or any form(s) of transfer, surrender and/or other documents(s)
        at
        such attorney-in-fact’s direction in relation to the Company Shares in favor of
        Purchaser or such other person or persons as Purchaser may direct and to
        do all
        such acts and things as may in the opinion of such attorney-in-fact be
        reasonably necessary or reasonably expedient for the purposes of, or in
        connection with, the acceptance of the purchase described in Section 2.1
        and to
        surrender or vest in Purchaser or its nominee(s) the Company Shares;


      


      (c) To
        the
        extent they have not previously done so, Sellers shall, and shall cause the
        Company to, procure that a board meeting of the Company shall be held at
        which
        (i) there shall be submitted and accepted the resignations or otherwise arranged
        the removals of directors and officers referred to in Section 4.4(b); (ii)
        there
        shall be appointed as directors and officers of the company the nominees
        of
        Purchaser specified in Section 4.4(b); (iii) the transfers of the Company
        Shares
        contemplated by this Agreement shall be approved and Purchaser and/or its
        nominee(s) shall be registered as the holders of the Company Shares and new
        share certificates shall be executed and issued accordingly; (iv) all existing
        instructions of the Company to its banks shall be cancelled and new instructions
        given in such form as Purchaser may require; and (v) the registered office
        of
        the company will be changed to Cedar House, 41 Cedar Avenue, Hamilton HM
        EX,
        Bermuda, all in form and substance reasonably satisfactory to
        Purchaser;

      


      (d) To
        the
        extent they have not previously done so, Sellers shall, or shall cause the
        Company to, procure that the auditors of the Company shall deliver their
        written
        resignation to Purchaser;

       

      
        
          
          

        

        
          Page
            - 7

          
            

          

        

        
          
          

        

      

       

      (e) To
        the
        extent they have not previously done so, Sellers shall cause Company to repay
        to
        First Ecom out of Company’s accounts the US$1,336,014 debt and the US$9,401.27
        interest obligation currently owed by Company to First Ecom, and Sellers
        will
        furnish to Company a release in the form attached hereto as Exhibit G of
        said
        debt and obligation and any and all liens or encumbrances or related
        undertakings securing its or their repayment, together with the originals(s)
        of
        the promissory note or notes evidencing said indebtedness;

       

      (f) Sellers
        shall, or shall cause the Company to, deliver to Purchaser the statutory
        books
        of the Company complete and accurate up to Closing and any company seal(s),
        memorandum of association, bye-laws and amendments thereto, name change
        certificates and other company filings, and all unused share certificates
        of the
        Company;

      


      (g) To
        the
        extent they have not previously done so, Sellers shall, or shall cause the
        Company to, deliver to Purchaser the unaudited financial statements of the
        Company comprising the balance sheet as at, and the year-to-date income and
        cash
        flow statement for the period ending, September 30, 2001;

      


      (h) To
        the
        extent they have not previously done so, Sellers shall, or shall cause their
        appropriate Affiliates to, procure that their names and the names of their
        Affiliates that are the same as or confusingly similar to the Company’s name be
        changed so that they are not, it being understood that “FirstEcom.Com” shall not
        be considered as such for this purpose, and Seller shall deliver to Purchaser
        (i) a copy of the instruments or documentation necessary to do so as certified
        by the appropriate Governmental Authority no earlier than five (5) business
        Days
        prior to the Closing Date or in the event that such certifications cannot
        with
        reasonable diligence be obtained prior to the Closing Date, (ii) evidence
        reasonably satisfactory to Purchaser that applications to accomplish same
        have
        been duly filed and are being diligently pursued; 

      


      (i) To
        the
        extent they have not previously done so, Sellers shall, and shall cause the
        Company to, execute and deliver an agreement in the form of Exhibit H attached
        hereto and made a part hereof for the purpose of assigning, conveying and
        transferring to First Ecom or its designee all of the Company’s right, title and
        interest, if any, in and to the logo attached to said Exhibit H, which logo
        is
        and shall remain First Ecom’s or its designee’s property;

      


      (j) To
        the
        extent they have not previously done so, Sellers shall, or shall cause the
        Company to, obtain and deliver to Purchase an accurate and complete copy
        of the
        permission in writing granted form the Bermuda Monetary Authority for the
        transfer of all the Company Shares from FEDS Acquisition to Purchaser
        contemplated by this agreement, all in form and substance reasonably
        satisfactory to Purchaser; 

      


      (k) Sellers
        shall provide confirmation reasonably satisfactory to Purchaser in connection
        with the license currently held by the Company under Section 114 of the
        Companies Act to the effect that (i) said license shall continue in full
        force
        and effect following the transfer of control of the Company from FEDS
        Acquisition to Purchaser contemplated hereunder, and (ii) that the condition
        in
        said license previously limiting to “financial institutions” the range of
        customers to whom the Company would be permitted to render services has been
        or
        will be removed;

       

      
        
          
          

        

        
          Page
            - 8

          
            

          

        

        
          
          

        

      

       

      (l) To
        the
        extent they have not previously done so, Sellers shall, and shall cause the
        Company to, procure that the Bye-laws of the Company be amended in the following
        respects; (i) amend Bye-law 61, which still requires beneficial ownership
        by
        Bermudians in the Company to be at least 60% and a non-Bermudian holding
        more
        than 40% of the shares of the Company to dispose of the excess, so that the
        Bye-laws reflect and permit the ownership by FEDS Acquisition (a non-Bermudian)
        of all the Company Shares and so that they further permit the transfer of
        those
        Company Shares from FEDS Acquisition to Purchaser, and (ii) amend Bye-law
        64,
        which currently provides that the Board of Directors has absolute discretion
        without assigning any reason not to register any share transfer, so that
        such
        discretionary power is removed, all in form and substance reasonably
        satisfactory to Purchaser;

      


      (m) To
        the
        extent they have not previously done so, Sellers shall cause the Company
        to
        execute and deliver to FEDS Asia an assignment in the form of Exhibit I attached
        hereto and made a part hereof for all purposes of all the Company’s right, title
        and interest in and to that certain E-commerce Transaction Processing Agreement
        dated June 22, 2000 entered into between the Company and Wing Hang Bank and
        that
        certain Services Agreement for E-commerce Transaction Processing dated November
        30, 2000 between the Company and International Bank of Asia Limited, all
        in form
        and substance reasonably satisfactory to Purchaser;

      


      (n) To
        the
        extent they have not previously done so, Sellers shall cause the Company
        to
        furnish to the “Customer” under that certain Transaction Processing Agreement
        made effective 20 April 2001 and entered into by and between the Company
        and
        Planet Group, Inc. a letter in form and substance reasonably satisfactory
        to
        Purchaser regarding the provisions of Section 14 of that Agreement;
        and

      


      (o) To
        the
        extent they have not previously done so, Sellers shall, and shall cause the
        Company to, pay to the appropriate governmental Authority any and all applicable
        Bermuda stamp duties incurred with respect to the execution and delivery
        of all
        of the contracts, agreements and other instruments listed in Schedules 1
        or 2,
        the employment-related agreements specified in Section 4.17(b) and the Lease
        specified in Section 4.12 (a) below, including without limitation any fines
        or
        penalties for delinquent or insufficient filing or payment with respect
        thereto.

      


      
        	2.6  	
                Purchaser’s
                  Actions at the Closing. At the
                  Closing:

              


      

      


      
        	(a)  	
                Purchaser
                  shall deliver to Sellers:

              


      

      


      (i) (A) the
        Articles of Association of Purchaser, certified as of no earlier than five
        (5)
        Business Days prior to the Closing Date by Mr. G.C.A. Smeets, a civil law
        notary
        residing in Curacao, Netherlands Antilles, and (B) a certificate of the said
        Mr.
        G.C.A. Smeets dated as of no earlier than five (5) Business Days prior to
        the
        Closing Date as to the due incorporation and good standing of
        Purchaser;

      


      (ii) certificate
        of a Managing Director of Purchaser dated the Closing Date and certifying
        (A)
        that the Articles of Association of Purchaser has not been amended since
        the
        date of the last amendment referred to in the Certificate delivered pursuant
        to
        clause (i) (A) above, (B) that attached thereto is a true and correct copy
        of
        all resolutions adopted by the Board of Managing Directors of Purchaser
        authorizing the execution, delivery and performance of this Agreement and
        the
        ancillary agreements and transactions contemplated hereby and that such
        resolutions have not been amended or modified and are in full force and effect
        in the form adopted, and (C) to the incumbency and specimen signature of
        each
        officer of Purchaser executing this Agreement and each ancillary agreement
        to be
        executed by purchaser pursuant to this Agreement and any certificate of
        instrument furnished pursuant hereto; and

      


      
        
          
          

        

        
          Page
            - 9

          
            

          

        

        
          
          

        

      

      (b) Purchaser
        shall deliver to Seller the portion of the Consideration to be paid at Closing
        in the form and manner described in Section 2.3 above.

      


      ARTICLE
        III - REPRESENTATIONS AND WARRANTIES

      REGARDING
        SELLERS

      


      Sellers,
        acting jointly and severally, hereby represent and warrant to Purchaser as
        follows:

      


      3.1 Organization.
        Each of First Ecom and FEDS Acquisition is a corporation duly incorporated,
        validly existing and in good standing under the laws of the State of Nevada
        and
        has all requisite corporate power and authority to own, lease and operate
        its
        properties and to carry on its business as now being conducted. Each of FEDS
        Asia and First Asia is a corporation duly incorporated, validly existing
        and in
        good standing under the laws of Hong Kong and has all requisite corporate
        power
        and authority to own, lease and operate its properties and to carry on its
        business as now being conducted. First Ecom is the registered and beneficial
        owner of all of the issued and outstanding share capital of FEDS Acquisition,
        First Asia and FEDS Asia.

      


      3.2 Authority.
        Each Seller has all requisite corporate power and authority to enter into
        this
        Agreement and to perform its obligations hereunder and consummate the
        transactions contemplated hereby. Each Seller’s execution and delivery of this
        Agreement, the performance by such Seller of its obligations hereunder and
        the
        consummation of the transactions contemplated hereby have been duly and validly
        authorized by all necessary corporate action on the part of such
        Seller. 
        FEDS
        Acquisition has the full power to assign, transfer and deliver the Company
        Shares hereunder, free and clear of all covenants, conditions, voting trust
        arrangements, liens, encumbrances, equities, security interests, restrictions,
        claims, charges, and other claims or rights of third parties (“Encumbrances”).
        This Agreement, and each agreement, document or other instrument required
        to be
        executed and delivered hereunder, when executed and delivered by all Sellers
        named as a party thereto, will constitute the valid and legally binding
        obligation of each such named Seller, legally enforceable against such Seller
        in
        accordance with its terms, subject to the effects of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any of the remedies,
        covenants or other provisions of this Agreement, and upon the availability
        of
        injunctive relief or other equitable remedies. FEDS Acquisition acquired
        the
        Company Shares from First Ecom in a bona fide transaction for fair
        consideration, such transfer was duly and validly authorized by all necessary
        corporate action on the part of First Ecom and FEDS Acquisition, and such
        transfer is property stamped and not subject to any executory agreement,
        condition subsequent or other covenant or condition that would reserve to
        First
        Ecom or any other party the right to rescind or otherwise avoid such
        transfer.

      


      
        
          
          

        

        
          Page
            - 10

          
            

          

        

        
          
          

        

      

      3.3 No
        conflict with Other Instruments. Each Seller’s execution and delivery of, and
        performance of its obligations under, this Agreement, each agreement, document
        or other instrument required to be executed and delivered hereunder, and
        the
        transactions contemplated hereby and thereby (i) will not result in any
        violation of, conflict with, constitute a breach, violation or default (with
        or
        without notice of lapse of time, or both), give rise to a right of termination,
        cancellation, forfeiture or acceleration of any obligation or loss of any
        benefit under, or result in the creation or encumbrance on any of the properties
        or assets of any Seller or the Company or any of its or their subsidiaries,
        under (x) any provision of the certificate of incorporation, bylaws, or other
        charter or government document of any Seller or (y) any agreement, arrangement,
        contract, understanding, note, mortgage, indenture, lease, franchise, license,
        permit or other instrument to which any Seller is a party or by which any
        Seller
        or any of its properties or assets is bound, (ii) will not conflict with,
        or
        result in any breach or violation of, any Legal Requirement applicable to
        Seller
        or its properties or assets, or (iii) will not result in the imposition of
        any
        Encumbrance upon the Company Shares, except, in the case of clauses (i) (y)
        and
        (ii), for any of the foregoing that would not, individually or in the aggregate,
        have a material adverse effect on Sellers and their subsidiaries, taken as
        a
        whole, or that could not result in the creation of any material lien, charge
        or
        encumbrance upon any assets of any Seller or any of its subsidiaries, or
        that
        could not prevent, materially delay or materially burden the transactions
        contemplated by this Agreement. 

      


      3.4 Ownership
        of Securities, FEDS Acquisition will sell the Company Shares pursuant to
        this
        Agreement with full title guarantee (as construed under Bermuda law) and,
        upon
        consummation of the purchase contemplated by this Agreement, Purchaser will
        acquire such Company Shares free and clear of all liens, charges, encumbrances,
        equities and claims of third parties of any description with full title
        guarantee and with the benefit of all other rights and advantages belonging
        to
        or accruing on such Company Shares. No Seller is a party to or otherwise
        subject
        to, any trust, voting trust or agreement, proxy or other agreement, arrangement
        or understanding, between or among any persons that affects or relates to
        the
        voting or giving of written consent with respect to the Company Shares or
        any
        other outstanding security of the Company, the election of directors, the
        appointment of officers or other actions of the board of directors of the
        Company (the “Board of Directors”) or the management of the
        Company.

      


      3.5 Sale
        Entirely for Own Account. This Agreement is made with each Seller in reliance
        upon Sellers’ representation to Purchaser, which by the execution of this
        Agreement Seller hereby confirm, that the Installment Payments to be received
        by
        FEDS Acquisition will be acquired for investment for FEDS Acquisition’s own
        account, not as a nominee or agent, and not with a view to the resale or
        distribution of any part thereof, and that no Seller has any present intention
        of selling, granting any participation in, or otherwise distributing the
        same
        other than in each case pursuant to an appropriate exemption from registration
        under applicable law. By executing this Agreement, Sellers further represent
        that no Seller has any contract, undertaking, agreement or arrangement with
        any
        person to sell, transfer or grant participations to such person or to any
        third
        person, with respect to any of the Installment Payments.

      


      
        
          
          

        

        
          Page
            - 11

          
            

          

        

        
          
          

        

      

      3.6 Reliance
        Upon Seller’s Representations. Each Seller understands that the Installment
        Payments are not registered under the United States Securities Act of 1933
        (the
“Securities Act”) on the ground that the sale provided for in this agreement and
        the issuance of securities hereunder is exempt from registration under the
        Securities Act pursuant to Section 4(2) thereof and/or Regulation S promulgated
        thereunder, and that Purchaser’s reliance on such exemption is based on every
        Seller’s representations set forth herein. Each Seller realizes that the basis
        for the exemption may not be present if, notwithstanding such representations,
        any Seller has in mind merely acquiring the Installment Payments for a fixed
        or
        determinable period in the future, or for a market rise, or for sale if the
        market does not rise. No Seller has any such intention.

      


      3.7 Restricted
        Securities. Each Seller understands that the Installment Payments may not
        be
        sold, transferred or otherwise disposed of or in the United States without
        registration under the Securities Act or an exemption therefrom, and that
        in the
        absence of an effective registration statement covering the Installment Payments
        or an available exemption from registration under the Securities Act, the
        Installment Payments must be held indefinitely. In particular, each Seller
        is
        aware that the Installment Payment may not be sold pursuant to Rule 144
        promulgated under the Securities Act unless all of the conditions of that
        Rule
        are met. In this connection, each Seller represents that such Seller understands
        that under Rule 144, the Installment Payments must be held for at least one
        year
        after purchase thereof from Purchaser prior to resale (and possibly longer
        under
        applicable regulations) and that, under certain circumstances, the conditions
        for use of Rule 144 include the availability of public current information
        about
        Purchaser, that sales be effected through a “broker’s transaction” or in
        transactions with a “market maker,” and that the number of securities in respect
        of the Installment Payments being sold not exceed specified limitations.
        Such
        public current information about Purchaser for purposes of Rule 144 is not
        now
        publicly available and may not be in the future. 

      


      3.8 Governmental
        Consents and Notices. No consent, approval, order or authorization of, or
        registration, declaration of, notice to or qualification or filing with,
        any
        Governmental Authority or regulated public securities exchange or other
        organized public market on which the shares of any such Seller are traded
        (including but not limited to Nasdaq), whether domestic or foreign, is required
        to be obtained or submitted by or on behalf of or with respect to any Seller
        in
        connection with the execution and delivery of this Agreement by any Seller
        or
        the consummation by any Seller of the transactions contemplated hereby that
        has
        not been, or will not prior to Closing have been, duly obtained and/or
        submitted, as applicable. No consent, approval, order or authorization of,
        or
        registration, declaration of, notice to or qualification or filing with,
        any
        Governmental Authority or regulated public securities exchange or other
        organized public market on which the shares of any such Seller are traded
        (including but not limited to Nasdaq), whether domestic or foreign, was required
        to be obtained or submitted by or on behalf of or with respect to any Seller
        in
        connection with First Ecom’s transfer of Company Shares to FEDS Acquisition that
        has not been duly obtained and/or submitted, as applicable.

      


      3.9 Litigation.
        There is no (a) claim, action, suit or proceeding pending or, to the knowledge
        of Sellers and the Company, threatened against or relating to any Seller
        or any
        of its or their subsidiaries before any Governmental Authority or arbitration
        tribunal, or (b) outstanding judgment, order, writ, injunction or decree,
        or
        application, request or motion therefor, of any court, governmental agency
        or
        arbitration tribunal in a proceeding to which any Seller or any of its or
        their
        subsidiaries was or is a party that would individually or in the aggregate,
        either impair any Seller’s ability to consummate the transactions contemplated
        by this Agreement or have a material adverse effect on Sellers and their
        subsidiaries taken as a whole.

      


      
        
          
          

        

        
          Page
            - 12

          
            

          

        

        
          
          

        

      

      3.10 Insolvency.
        Each of the Sellers is unable to pay its liabilities as they come due, and
        none
        is otherwise “insolvent” under bankruptcy, insolvency, reorganization,
        moratorium and other similar laws relating to or affecting the rights of
        creditors generally that are applicable to such Seller or its assets. No
        order
        has been made, petition presented, resolution passed or meeting convened
        for the
        winding up of any Seller or for an administration order in respect of any
        Seller; no receiver, receiver and manager, administrative receiver or liquidator
        has been appointed of the business or the whole or any part of the assets
        or
        undertaking of any Seller; there are no circumstances that now or with the
        passage of time may give rise to the appointment of any such receiver, receiver
        and manager, administrative receiver or liquidator, and, to the knowledge
        of
        Sellers and the Company, no such order, petition, resolution, meeting or
        appointment is pending or threatened. 

      


      3.11 No
        Misleading Statements. No representation or warranty made herein by any Seller
        contains any statement of a material fact that is either untrue or, in the
        light
        of the circumstances under which they are made, misleading.

      


      3.12 Brokers
        or Finders. Neither any Seller nor any of their officers, directors, employees
        or shareholders has employed any broker or finder in connection with the
        transactions contemplated by this Agreement, nor have they incurred, and
        they
        shall not incur, directly or indirectly, any liability for any brokerage
        or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement or any transaction contemplated hereby. 

      


      ARTICLE
        IV - REPRESENTATIONS AND WARRANTIES

      REGARDING
        THE COMPANY

      


      Sellers,
        acting jointly and severally, hereby represent and warrant to Purchaser as
        follows:

      


      
        	4.1  	
                Organization.

              


      

      


      (a) The
        Company is a local company incorporated under a private act known as “The
        Rosebank Investment Company Act, 1957” (the “EDS Act”) by a memorandum of
        association deposited 10 September 1957 (the “Memorandum of Association”) under
        the laws of Bermuda, both of which remain in full force and effect, as amended
        to the date hereof, under the Companies Act. True, complete and accurate
        copies
        of the Company’s Memorandum of Association and Bye-laws, as amended to the date
        hereof, and of the minutes of all of directors’ and shareholders’ meetings, and
        the shareholders’ registry, complete and accurate as of the date hereof, have
        been delivered to Purchaser or its counsel. Such documents contain full details
        of the rights and restrictions attached to the share capital of the Company,
        and
        all directors’ and shareholders’ resolutions reflected in the said minutes have
        been duly adopted as resolutions of the Company, and have not, except as
        disclosed therein, been rescinded or modified.

      


      
        
          
          

        

        
          Page
            - 13

          
            

          

        

        
          
          

        

      

      (b) The
        Company holds a validly issued and currently in effect license from the
        Registrar of Companies under Section 114 of the Companies Act permitting
        ownership of up to 100% of the Company Shares by FEDS Acquisition, which
        license
        (i) contains no conditions, and is subject to no express or implied limitations
        by reason of the representations made or other information provided in the
        course of making application for such license, that would render the license
        invalid or otherwise jeopardize its scope or continued validity by reason
        of the
        transfer of the Company Shares to Purchaser contemplated hereby, and (ii)
        is
        current in all payments of fees required for maintenance of the license,
        including without limitation the required 2001 annual fee of
        BD$1000.00.

      


      4.2 Qualification;
        Location of Asset and Operations. The Company has all requisite power and
        authority to own, lease and operate its respective properties and to carry
        on
        its business as and where now being conducted. The Company is qualified to
        conduct business in its jurisdiction of incorporation and in each such other
        jurisdiction where the nature of its assets or the conduct of its business
        requires it to be so qualified. The Company has no assets having a situs
        outside
        of Bermuda and does not have a branch, agency or place of business or any
        permanent establishment (as that expression is defined in the relevant double
        taxation relief orders current at the date of this agreement) outside Bermuda
        and is not required to be qualified to do business outside Bermuda.

       

      4.3 Register
        of shareholders and meetings. The register of shareholders an statutory books
        of
        the company contain complete, true and accurate records of the shares and
        shareholders of the Company and all the other information which they are
        required to contain under the Companies Act up to the date of this Agreement,
        and comply with all the requirements of the Companies Act and all returns,
        particulars, resolutions and other documents required to be delivered by
        the
        Company to the Registrar of Companies have been duly delivered with the required
        time limits and no fines or penalties are outstanding or known to be due.
        The
        Company has not received notice of any application or intended application
        for
        the modification of its register of shareholders that is not already reflected
        in the entries recorded therein. The Company has held all regular and special
        meetings of shareholders required of it under the Companies Act or, to the
        extent of any delinquency in the convening or completion of such meetings,
        such
        delinquencies have been cured by application to and sanction by the Registrar
        of
        Companies, the convening and completion of such meetings, and the payment
        in
        full of any resulting fines, penalties or assessments. No application has
        been
        made by a shareholder or creditor of the Company or any other person to wind-up
        the affairs of the Company on account of any such delinquency. All transfers
        of
        shares of the Company taking place prior to the date hereof have been properly
        stamped and have, received all necessary or appropriate approvals of the
        Bermuda
        Monetary Authority. 

      


      
        	4.4  	
                Board
                  of Directors and Officers.

              


      

      


      (a) As
        of
        August 31, 2001, (i) the number of directors comprising the Company’s Board of
        Directors was six (6), (ii) three of the directors positions were vacant,
        (iii)
        the directors serving in the remaining three positions were Gregory Pek,
        J.
        David Lema and Ian G. Robinson and (iv) the President and Vice President
        positions were held by J. David Lema and Gregory Pek, respectively. Each
        of the
        aforenamed directors and officers was duly appointed in accordance with the
        Company’s Memorandum of Association and Bye-laws, and in accordance with the
        Companies Act, and none of them has since their respective appointments resigned
        or offered his or her resignation as such. Any other person who previously
        served as a director of the Company has duly and validly resigned or been
        removed from that position, or has vacated the position upon the due expiration
        of his or her term, and no basis for any claim against the Company, its
        Affiliates or its or their directors, officers or shareholders exists, and
        none
        has been asserted, by or on behalf of any previous directors arising out
        of such
        previous service or holding of office or the termination thereof, however
        occasioned.

      


      
        
          
          

        

        
          Page
            - 14

          
            

          

        

        
          
          

        

      

      (b) Further,
        effective as of the Closing, Sellers and the Company’s Board of Directors have
        taken or caused to be taken all necessary and appropriate actions to (i)
        reduce
        the number of positions in the Company’s Board of Directors from six to two,
        (ii) remove or secure the resignations of Gregory Pek and Ian G. Robinson
        from
        their positions as directors of the Company without any claim for compensation
        or otherwise and replace them with Purchaser’s nominee Michael Sanchez, and
        (iii) remove or secure the resignation of Gregory Pek from his position as
        Vice
        President of the Company without any claim for compensation or otherwise
        and
        replace him with Purchaser’s nominee Michael Sanchez, with the result that the
        Company’s Board of Directors will consist of two directors, namely J. David Lema
        and Michael Sanchez. 

      


      
        	4.5  	
                Capital
                  Structure.

              


      

      


      (a) The
        authorized share capital of the Company consists of 5,000,000 ordinary shares
        having a par value of BD1.00 per share, of which 3,000,000 of such shares
        are
        issued and outstanding as of the date hereof, which issued and outstanding
        shares are recorded and duly registered in the Company’s register of
        shareholders in the name of FEDS Acquisition (the “Company Shares”). All issued
        Company Shares are validly issued and fully paid, have been issued in compliance
        with applicable Legal Requirements, and, without limiting the provisions
        of
        Section 4.5(b) below, are not subject to any rights of pre-emption, redemption,
        repurchase, right of first refusal, co-sale right, right of participation,
        right
        of first offer, option or other restriction on transfer, including without
        limitation any such rights that may arise or have existed under the Memorandum
        of Association or Bye-laws of the Company, the Shareholders’ Agreement relating
        to the Company dated May 26, 2000 by and among The Bank of Bermuda Limited,
        First Ecom and the Company (the “Shareholders’ Agreement”), or the Share
        Purchase and Sale Agreement between The Bank of Bermuda Limited and First
        Ecom
        dated June 18, 2001 (the “Share Purchase and Sale Agreement”), or otherwise in
        relation to the sale and purchase of the same hereunder. The rights, preferences
        and privileges of the Company Shares are as set forth in the Company’s
        Memorandum of Association and Bye-laws. The Company has not purchased any
        of its
        own shares. As of the date hereof, without limiting the provisions of Section
        4.5(b) below, there are no other shares or other equity securities of the
        Company and no other options, warrants, calls, conversion rights, commitments
        or
        agreements of any character to which the Company is a party or by which the
        Company may be bound that do or may obligate the Company to issue, deliver
        or
        sell, or cause to be issued, delivered or sold, additional shares in the
        Company’s share capital or securities convertible into or exchangeable for the
        Company’s share capital or that do or may obligate the Company to grant, extend
        or enter into any such option, warrant, call, conversion right, commitment
        or
        agreement.

      


      (b) With
        respect to that certain Transaction Processing Agreement dated 20 April 2001
        and
        entered into by and between the Company and Planet Group, Inc., Company has
        issued a letter to the “Customer” thereunder in form and substance reasonably
        satisfactory to purchaser providing notice of the transfer of shares
        contemplated hereby and certain other matters in connection with the provisions
        of Section 14 of said agreement.

      


      
        
          
          

        

        
          Page
            - 15

          
            

          

        

        
          
          

        

      

      (c) Nothing
        in this Agreement shall oblige Purchaser to buy any issued and outstanding
        shares of the Company or otherwise complete this Agreement unless the sale
        and
        purchase of all such issued and outstanding shares in the Company is completed
        and transferred to Purchaser simultaneously.

      


      (d) FEDS
        Acquisition owns or holds the entire beneficial interest in the Company Shares
        of which it is the holder of record, and such shares are not subject to,
        and the
        Company is not a party to or otherwise subject to, any trust, voting trust
        or
        agreement, proxy or other agreement, arrangement or understanding, between
        or
        among any persons that affects or relates to the voting or giving of written
        consent with respect to the Company Shares or any other outstanding security
        of
        the Company, the election of directors, the appointment of officers or other
        actions of the Board of Directors of the Company or the management of the
        Company.

      


      4.6 Subsidiaries;
        Equity Investments. The Company does not now have and, except to the extent
        of
        any such subsidiaries or other controlled companies as the Company may have
        had
        prior to its change of name from “Rosebank Investment Company Limited” to “First
        Ecommerce Data Services Limited” on 12 November 1999, has never had any other
        subsidiaries or companies controlled by the Company and does not own and,
        except
        to the extent of any such equity or other controlling interests as the Company
        may have had prior to its change of name from “Rosebank Investment Company
        Limited” to “First Ecommerce Data Services Limited” on 12 November 1999, has
        never owned any equity interest in, or controlled, directly or indirectly,
        any
        other corporation, partnership, joint venture, trust, firm or other
        entity.

      


      4.7 No
        conflict with Other Instruments.

      


      (a)
         Except
        as
        otherwise specifically stated in Section 4.7(b), 4.7(c) or 4.7(d) below,
        the
        execution, delivery and performance of this Agreement and the transactions
        contemplated hereby (I) will not result in any violation of, conflict with,
        constitute a breach, violation or default (with or without notice or lapse
        of
        time, or both) under, give rise to a right of termination, cancellation,
        forfeiture or acceleration of any obligation or loss of any benefit under,
        or
        result in the creation of encumbrance on any of the properties or other assets
        of any Seller or the Company pursuant to, (i) any provision of the Company’s
        Memorandum of Association and/or Bye-laws or other organizational documents,
        or
        (ii) any agreement, contract, understanding, note, mortgage, indenture, lease,
        franchise, license, permit or other instrument to which the Company is a
        party
        or by which the properties or assets of the Company is bound, including without
        limitation those contracts listed in Schedules 1 or 2 attached hereto or
        specified in Section 4.17(b) below, or (2) conflict with or result in any
        breach
        or violation of any Legal Requirement applicable to the Company or its
        properties or assets.

      


      (b) Each
        of
        (i) that certain E-commerce Transaction Processing Agreement dated 12 June
        2001
        and entered into by and between the Company and Provident Bank and Trust
        of
        Belize Limited and (ii) that certain Transaction Processing Services Agreement
        dated 7 August 2001 and entered into by and between the Company and DPI Merchant
        Services, Inc. (signed for an on behalf of Data Processors International
        Inc.),
        contain provisions entitling either party to terminate the agreement upon
        a
        change in control of the other party. Neither of those two agreements has
        ever
        generated, nor do they currently generate, a material portion of the Company’s
        net income or revenues.

      


      
        
          
          

        

        
          Page
            - 16

          
            

          

        

        
          
          

        

      

      (c) Further,
        the Company’s policy of Professional Liability insurance maintained through
        certain Lloyd’s of London syndicates and underwriters and dated 30 March 2000
        entitles Lloyd’s to notice of any merger or acquisition by or of the Company,
        and the Company has given all notice and taken such further action as is
        required of it under said policy in connection with this Agreement and the
        transactions contemplated hereby.

      


      (d) The
        Mastercard Member Service Provider TPP Agreement dated 4 November 1999 and
        entered into by and between The Bank of Bermuda Limited (as “Processor”) and
        MasterCard International Incorporated, under which the Company has now succeeded
        to all the rights and obligations of The Bank of Bermuda Limited as Processor,
        contains a provision obligating the Processor to notify MasterCard International
        Limited of any “material changed circumstances in organizational structure”
experienced by the Processor.

      


      4.8 Governmental
        Consents and Notices. No consent, approval, order or authorization of, or
        registration, declaration of, notice to or qualification or filing with any
        Governmental Authority or any regulated public securities exchange or other
        organized public market on which the shares of any Seller are traded (including
        but not limited to Nasdaq), whether domestic or foreign, is required to be
        obtained or submitted by or on behalf of or with respect to the Company in
        connection with the execution, delivery and performance of this Agreement
        or the
        consummation of the transactions contemplated hereby that has not been, or
        will
        not prior to Closing have been, duly obtained and/or submitted, as
        applicable.

      


      4.9 Financial
        Statements. A complete and accurate copy of the Company’s income statement,
        balance sheet and statement of cash flow for the period from January 1, 2000
        to
        December 31, 2000, together with the associated auditors’ and directors’ reports
        and notes thereto (“Audited Financial Statements”), together with the Company’s
        internal monthly income statements, balance sheets and statements of cash
        flow
        statement for the periods from January 1, 2001 through August 31, 2001 (the
        “Unaudited Financial Statements”) have been furnished to Purchaser (the Audited
        Financial Statements and the Unaudited Financial Statements being herein
        referred to collectively as the “Financial Statements”). The Financial
        Statements were prepared in accordance with applicable Companies Act
        requirements and United States generally accepted accounting principles
        consistently applied, and present fairly in all material respects the financial
        condition as at the dates of such statements and results of operations of
        the
        Company for the periods covered thereby, except that the Unaudited Financial
        Statements may be subject to normal and recurring year-end adjustments.


      


      
        	4.10  	
                Accounting
                  and Other Records

              


      

      


      (a) All
        the
        accounts, books, ledgers and financial and other records of whatsoever kind
        of
        the Company (including all invoices) have been kept in accordance with
        applicable Companies Act requirements and are in the possession of the Company
        or under its control. Except as stated in Section 4.10(b) below, none of
        the
        Company’s records, systems, controls, data or information are recorded, stored,
        maintained, operated or otherwise wholly or partly dependent on or held by
        any
        means (including any electronic, mechanical or photographic process whether
        computerized or not) which (including all means of access thereto and therefrom
        are not under the exclusive ownership and direct control of the
        Company.

      


      
        
          
          

        

        
          Page
            - 17

          
            

          

        

        
          
          

        

      

      (b) Two
        Sun
        E250 servers and related equipment and software owned and operated by FEDS
        Asia
        have been used in connection with the Company’s fulfillment of its obligations
        under the agreements referred to in Section 2.5(m). Upon completion of the
        assignment referred to in Section 2.5(m). Upon completion of the assignment
        referred to in Section 2.5(m), such use will no longer be necessary in order
        for
        the Company to continue to render to FEDS Asia in support of those agreements
        the services it has to date been obligated to render to Wing Hang Bank and
        International Bank of Asia under those agreements, and will no longer be
        available to the Company.

      


      4.11 Absence
        of Changes. Except as otherwise expressly contemplated by this Agreement,
        since
        August 31, 2001, the Company’s business has been conducted only in the ordinary
        and usual course without any interruption in the nature, scope or manner,
        and
        without limiting the generality of the foregoing:

      


      (i)
        Except as disclosed in this Article IV, there have been no changes in the
        Company’s properties, employees, obligations or liabilities of the Company or in
        its relations with customers, vendors, lessors, licensors or other business
        relationships that, in the aggregate, have had or may be reasonably expected
        to
        have a material adverse effect on the Company;

      


      (ii)
        The
        Company has not issued, or authorized for issuance, or entered into any
        commitment to issue, any equity security, bond, note or other
        security;

      


      (iii)
        Except as disclosed in this Article IV, the Company has not incurred additional
        debt for borrowed money, or incurred any obligation or liability, except
        in the
        ordinary course of business consistent with past practice and, in any event,
        not
        in excess of US$10,000 individually or US$30,000 in the aggregate or the
        equivalent in any other currency; 

      


      (iv)
        The
        Company has not discharged any obligation or liability, or discharged, settled
        or satisfied any claim, lien or encumbrance, except for current liabilities
        in
        the ordinary course of business consistent with past practice and, in any
        event,
        not in excess of US$10,000 for any single occurrence or US$30,000 in the
        aggregate or the equivalent in any other currency;

      


      (v)
        Except for the payment to Seller of US$1,336,014 in satisfaction of the
        Company’s intercompany debt and US$9,401.27 intercompany interest obligation to
        Seller as contemplated by Section 2.5(e) above, the Company has not declared
        or
        made any dividend, payment or other distribution to its shareholders or any
        Affiliate of its shareholders or otherwise on account of any outstanding
        equity
        interest in the Company;

      


      (vi)
        The
        Company has not purchased, redeemed or otherwise acquired or committed itself
        to
        acquire, directly or indirectly, any of its shares;

      


      (vii)
        The
        Company has not conveyed or disposed of, or agreed to conveyor dispose of,
        by
        sale, assignment, lease, license or otherwise, or mortgaged, pledged or
        otherwise encumbered, any of its intangible assets or properties;

      


      
        
          
          

        

        
          Page
            - 18

          
            

          

        

        
          
          

        

      

      (viii)
        The Company has not mortgaged, pledged, or otherwise encumbered any of its
        tangible assets or properties;

      


      (ix)
        The
        Company has not disposed of, or agreed to dispose of, by sale, lease, license
        or
        otherwise, any tangible asset or property, except in the ordinary course
        of
        business consistent with past practice; -

      


      (x)
        The
        Company has not written off any debts, no debt has been released by the Company
        on terms under which the debtor pays less than the book value of its debt,
        and
        no debt owing to the Company has proved to any extent to be
        unrecoverable;

      


      (xi)
        The
        Company has not purchased or agreed to purchase or otherwise acquire any
        securities of any corporation, partnership, joint venture, firm or other
        entity;

      


      (xii)
        Except as disclosed in this Article IV or in Schedule 5 attached hereto,
        the
        Company has not made any expenditure or commitment for the purchase,
        acquisition, construction or improvement of a capital asset, except in the
        ordinary course of business consistent with past practice and, in any event,
        not
        in excess of US$5,000 for any single item or US$15,000 in the aggregate or
        the
        equivalent in any other currency;

      


      (xiii)
        The Company has not entered into any contract or commitment (whether in respect
        of capital expenditure or otherwise) on terms which will allow for less than
        full recovery by the Company of costs and overheads or which is of a 10ng-tenn
        nature, or which involves or could involve an ob1igation in excess of US$10,000
        or the equivalent in any other currency; and for this purpose a long-term
        contract or commitment is one which will not be performed in accordance with
        its terms
        within three months after the date it was entered into or undertaken or which
        is
        incapable of termination by the Company on three months’ notice or
        less;

      


      (xiv)
        The
        Company has not adopted or amended any bonus, incentive, profit-sharing,
        stock
        option, stock purchase, pension, retirement, deferred-compensation, severance,
        life insurance, medical or other benefit plan, agreement, trust, fund or
        arrangement for the benefit of employees of any kind whatsoever, nor entered
        into or amended any agreement relating to employment, services as an independent
        contractor or consultant, or severance or termination pay, nor agreed to
        do any
        of the foregoing;

      


      (xv)
        Except as disclosed in this Article IV, neither any Seller nor the Company
        has
        effected or agreed to effect any change in the Company’s directors, officers or
        employees;

      


      (xvi)
        Except as contemplated in Section 2.5, neither any Seller nor the Company
        has
        effected or committed itself to effect any amendment or modification to the
        Company’s Memorandum of Association or Bye-laws;

      


      (xvii)
        The Company has not lost any source of supply that is material to the business
        of the Company;

      


      
        
          
          

        

        
          Page
            - 19

          
            

          

        

        
          
          

        

      

      (xviii)
        The Company has not disposed of or agreed to dispose of any asset for a
        consideration payable by installments where any installment remains
        unpaid;

      


      (xix)
        All
        cash and payments of any kind received by the Company have been credited
        to the
        Company’s accounts with its bankers;

      


      (xx)
        The
        Company has paid its creditors in accordance with the same policy as that
        maintained during prior periods.

      


      (xxi)
        None of the assets of the Company has been diminished by the wrongful act
        of any
        person;

      


      (xxii)
        There has been no material change in the working capital requirements of
        the
        Company;

      


      (xxiii)
        Except for changing market conditions prevailing in the industry generally
        to
        which the Company and its competitors are subject, there has otherwise been
        no
        material adverse change in the Company or its business, assets, operations
        or
        financial condition; provided, however, that transaction volumes from The
        Bank
        of Bermuda Limited have declined significantly since August 31,
        2001.

      


      4.12 Real
        Property.

      


      (a) Lease.
        The Company is a party to that certain Lease (herein, the “Lease”) dated 18th
        June 2001 between J.H.R. Properties Limited (“Landlord”) and the Company
        (“Tenant”) and Carecorp Limited (“Agent”) covering part of the fourth floor of
        the premises known as “The Emporium” located at 69 Front Street, Hamilton,
        Bermuda (the “Premises”), which provides for a- two year fixed term tenancy
        ending the 31st
        of May
        2003, with an option to renew for a further two years which must be (but
        has not
        yet been) exercised on or before February 28, 2002, a complete and accurate
        copy
        of which has previously been furnished to Purchaser by Seller and/or the
        Company. Under the Lease, the Company is obliged to pay rent fixed at
        BD$71,610.00 per annum payable monthly in the sum of BD$5,967.50,
        with
        a
        service charge payable monthly at the rate of BD$17.35 per square foot, but
        with
        provision for an accounting by the Landlord at the end of each year of the
        tenancy. The Lease is in full force and effect, valid, enforceable in accordance
        with its terms subject to the effects. of applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the rights of
        creditors and the effect or availability of rules of law governing specific
        performance, injunctive relief or other equitable remedies. The Lease comprises
        the only real property in which the Company has an interest and which is
        used in
        connection with its business. The Premises are occupied or used by Company
        under
        the Lease, and the terms of that lease permit occupation or use for the purposes
        for which the Company currently uses the Premises and contemplates future
        use of
        the Premises. Neither the Premises nor the Company’s occupancy of the Premises
        is in violation of any applicable Legal Requirements, and the Company has
        not
        received any notice restricting the use and enjoyment of the Premises that
        is
        inconsistent with the Company’s current and contemplated future use of the
        Premises. .

      


      (b) Encumbrances.

      


      (i)
        The
        Lease is held by Company free from any mortgage, debenture, charge, or other
        encumbrance securing the repayment of monies or other obligation or liability
        of
        the Company or any other person, and neither the Lease nor the Premises covered
        thereby is
        subject
        to any option, right of pre-emption or right of first refusal.

      


      
        
          
          

        

        
          Page
            - 20

          
            

          

        

        
          
          

        

      

      (ii)
        The
        Company has not assigned its interest in the Lease to any other party, whether
        an Affiliate of the Company or otherwise, and the Company has not created
        any
        further subtenancy or license of its interest in the Lease and there are
        no
        persons other than the Company in occupation of the Premises.

      


      (iii)
        Without limiting any other representation or warranty contained in this
        Agreement, the Lease is not subject to any restrictive covenants, stipulations,
        easements, profits, rights-of-way, licenses, grants, restrictions, overriding
        interests or other rights vested in third parties, and the Company has not
        entered into any agreement or commitment to give or create any of the
        foregoing.

      


      (iv)
        There are no outstanding actions, disputes, claims or demands between the
        Company and any third party affecting the Premises, or any boundaries thereof,
        or with respect to any of the rights appurtenant to the Premises as set out
        in
        the Lease.

      


      (c) Regulatory
        Matters. The Premises are not being or intended or required by the Company
        to be
        used other than for the uses thereof permitted under applicable Legal
        Requirements, and all necessary permissions have been obtained or deemed
        to have
        been granted by applicable Governmental Authorities for the use, alternations,
        improvements of the Premises by Company. The Company has satisfied any charges,
        monetary claims and liabilities imposed by reason of the occupancy or use
        of the
        Premises by the Company under applicable Legal Requirements. The Company
        has
        received no notice of any outstanding and unobserved or unperformed obligation
        with respect to the Premises necessary to comply with any applicable Legal
        Requirements.

      


      (d) Compliance
        with Lease. The obligations and liabilities imposed and arising under the
        Lease
        on the Company have been fully observed and performed, and any payments in
        respect of them due and payable by the Company have been duly paid as and
        when
        due, and no other event has occurred that constitutes, or that with the giving
        of notice or the passage of time would constitute, a default or violation
        by the
        Company thereunder or, to the knowledge of Sellers and the Company, by any
        other
        party thereto. The Company has received no notice from the Landlord of any
        breaches of the covenants on its part and the conditions contained in the
        Lease
        and the last demand (or receipt for rent if issued) was unqualified and the
        Company has not received notice that the Landlord has any intention of
        terminating the Lease. All requisite licenses, consents and approvals required
        of the Company from the Landlord have been obtained, and the covenants on
        the
        part of the Company contained in such licenses, consents and approvals have
        been
        duly performed and observed. The Company has not served any notice on the
        Landlord claiming any breach by the Landlord of its obligations under the
        Lease,
        nor is there any current or, to the knowledge of Sellers and the Company,
        threatened dispute with the Landlord regarding the observance of obligations
        under the Lease (whether by the Landlord or the Company).

      


      
        
          
          

        

        
          Page
            - 21

          
            

          

        

        
          
          

        

      

      4.13 Taxation.

      


      (a) The
        Company has filed all Tax Returns (as defined below) that it was required
        to
        file within the requisite time limits, and all such Tax. Returns were correct
        and complete in all material respects and were properly made. The Company
        has
        paid all Taxes (as defined below) that are shown to be due on any such Tax
        Returns within the time limits set out by law and the provisions and reserves
        for Taxes set forth in the Financial Statements are sufficient to pay all
        unpaid
        Taxes of the Company attributable to all periods ended on or before August
        31,
        2001, and all Taxes attributable to the period from and after August 31,
        2001
        and continuing through the Closing Date are attributable to the operation
        of the
        Company in the ordinary course of business. All Taxes that the Company is
        or was
        required by law to withhold or collect have been duly withheld or collected
        and,
        to the extent required, have been paid to the proper Taxation Authority.
        

      


      (b) For
        purposes of this Agreement, “Taxes” means all taxes, charges, fees, levies,
        duties, imposts or other similar assessments or liabilities, including without
        limitation income, corporation, capital gains, value added taxes, stamp duties,
        and customs duties and excise duties. imposed by Bermuda or any jurisdiction
        elsewhere in the world, and any interest, fines or penalties resulting from,
        attributable to or incurred in connection with any tax or any contest or
        dispute
        thereof and “Taxation” shall be construed accordingly. For purposes of this
        Agreement, “Tax Returns” means all returns, declarations, notices, statements,
        applications, reports, clearances, or other information required to be supplied
        to a Taxation Authority in connection with Taxes, and ‘‘Taxation Authority”
means any governmental or other fiscal, revenue customs or excise authority,
        department, agency, body or office whether in Bermuda or elsewhere in the
        world
        having authority or jurisdiction to impose or assess in relation to the Company
        for any Taxes. .

      


      (c) No
        investigation or other inquiry of any Tax Returns of the Company by any Taxation
        Authority is currently in progress or, to the knowledge of Sellers and the
        Company, threatened or contemplated. There are no matters likely to affect
        the
        liability of the Company (whether accrued, contingent or future) to taxation
        of
        any nature whatsoever or to other sums imposed, charged, assessed, levied
        or
‘payable or withdrawal of any relief are disputed with the relevant tax
        authorities.

      


      (d) The
        amount of tax chargeable to the Company during any accounting period ending
        before August 31, 2001 was not dependent on any concession, agreement or
        other
        formal arrangement with any Taxation Authority when such concessions,
        agreements, or arrangements are in writing.

      


      (e) All
        pension contributions (both employer’s and employee’s) in respect of employees,
        officers of the Company and any person(s) who, should have been treated as
        such
        for these purposes have been duly paid.

      


      (f) The
        Company has not at any time:

      


      (i)
        reduced its share capital or repurchased, repaid or redeemed shares of any
        class
        of its share capital or capitalized any profits or reserves or share premium
        account in the form of, or in paying up any amounts unpaid on, any shares,
        debentures or other securities or agreed or resolved to do any of the foregoing;
        or

      


      (ii)
        provided capital to any company on terms whereby the company so capitalized
        has
        in consideration thereof issued shares, loan stock or other securities where
        the
        terms of any such capitalization were otherwise than by way of a bargain
        made at
        arms’ length or where the shares, loan stock or other securities acquired are
        shown in the Financial Statements at a value in excess of their market value
        at
        the time of acquisition.

      


      
        
          
          

        

        
          Page
            - 22

          
            

          

        

        
          
          

        

      

      (g) All
        documents in the possession of the Company to which the Company is a party
        which
        are necessary to prove the title of the Company to its assets or by virtue
        of
        which the Company has any right have been properly stamped, and for the
        avoidance of doubt this includes adjudication if appropriate, and no such
        documents which are outside Bermuda would attract stamp duty if they were
        brought into Bermuda. All transactions to which the Company is or was a party
        and relating to chargeable securities of the Company have been completed
        by duly
        stamped documents of transfer.

      


      (h) The
        Company is not under any actual or contingent liability to taxation in respect
        of any other person, including but not limited to any other company which
        at any
        time has been a member of the same group or consortium as the Company or
        any
        associated company of the Company for taxation purposes.

      


      (i) Since
        November, 1999, the Company has at all times been resident for taxation purposes
        in Bermuda is not chargeable to tax or similar duties or imposts in any
        jurisdiction other than Bermuda and has never had any permanent establishment
        in
        any other country.

      


      4.14 Guaranties.
        There are no actual or contingent liabilities on the part of the Company
        arising
        directly or indirectly out of any agreement, contract, lease, sublease, tenancy,
        sub-tenancy, conveyance, transfer, license, deed or any other instrument,
        arrangement or understanding in the nature of a guaranty, indemnity or surety
        for the performance or payment by any third party under the terms of that
        or any
        other instrument, arrangement or understanding;

      


      4.15 Contracts.

      


      (a) Except
        for Contracts that do not obligate, any party thereto to make payments or
        furnish goods or services valued in excess of US$500 individually or US$5000
        in
        the aggregate or the equivalent in any other currency,

      


      (i)
        Schedules 1 and 2 attached hereto, together with Section 4.17(b), list all
        of
        the Contracts to which the Company is a party or by which the Company or
        its property
        or assets are bound, and complete and accurate copies of all of such Contracts
        have been furnished to Purchaser,

      


      (ii)
        all
        of such Contracts are valid, properly and adequately stamped or adjudicated,
        and
        enforceable in accordance with their respective terms subject to the effects
        of
        applicable bankruptcy, insolvency~ reorganization, moratorium or other similar
        laws affecting
        the rights of creditors and the effect or availability of rules of law governing
        specific performance, injunctive relief or other equitable remedies, such
        Contracts are in full force and effect, free and clear of any liens or
        encumbrances, and no event has occurred that constitutes, or that with the
        giving of notice or the passage of time would constitute, a default or violation
        by the Company thereunder or, to the knowledge of Sellers and the Company,
        by
        any other party thereto,

      


      
        
          
          

        

        
          Page
            - 23

          
            

          

        

        
          
          

        

      

      (iii)
        the
        Company is a party to each of such Contracts and, except as otherwise provided
        in Section 2.5(m) above, has not assigned or otherwise transferred any interest
        therein or any of the rights and benefits accruing therefrom,

      


      (iv)
        no
        third party has notified the Company of any claim, dispute or controversy
        with
        respect to any of such Contracts, nor has the Company received notice or
        warning
        of alleged nonperformance, delay in delivery or other noncompliance by the
        Company with respect to its obligations under any of such Contracts, nor,
        to the
        knowledge of Sellers and the Company as of the date hereof (but except with
        respect to the change in control issue under the contract’ with DPI Merchant
        Services, Inc. and Provident Bank and Trust of Belize Limited described in
        Section 4.7(b) above), are there any facts which exist indicating that any
        of
        such Contracts may be totally or partially terminated or suspended by the
        other
        parties thereto, and

      


      (v)
        except for those Contracts listed in Schedules 1 and 2, there are no other
        agreements, understandings or arrangements, whether written or oral, affecting
        or relating to the ownership, use or operation by the Company of its assets,
        or
        the conduct of its business, or the rights or obligations of any party to
        such
        Contracts.

      


      (b) The
        Company has not nor, to the knowledge of Sellers and the Company, has any
        of the
        employees of the Company, entered into any Contract containing covenants
        limiting the right of the Company or such employee to compete in any business
        or
        with any person, other than the Contracts listed in Section 4.
        17(b).

      


      (c) Any
        information contained in any materials previously furnished to Purchaser
        to the
        contrary notwithstanding, the Company has in fact succeeded to all of The
        Bank
        of Bermuda Limited’s rights and obligations as “Processor” under that certain
        Mastercard Member Service Provider Third Party Processor Agreement dated
        4
        November, 1999 between The Bank of Bermuda Limited and MasterCard International
        Incorporated (the “TPP Agreement”), and all MasterCard transactions processed by
        the Company have been processed under appropriate authorization from
        MasterCard;

      


      4.16 Environmental
        Matters.

      


      (a) The
        Company is and at all times has been, in compliance with all applicable
        Environmental Requirements, including, without limitation, Environmental
        Requirements relating to exposures, emissions, discharges, releases or
        threatened releases of Hazardous Substances into or on land, ambient air,
        surface water, groundwater, personal property or structures (including the
        protection, cleanup, removal, remediation or damage thereof), or otherwise
        related to the manufacture, processing, distribution, use, treatment, storage,
        disposal, transport, discharge or handling of Hazardous Substances or related
        to
        health and safety of employees and other persons. The Company has not received
        any notice of any investigation, claim or proceeding against the Company
        relating to any violation or alleged violation on the part of the Company
        under
        any Environmental Requirements, and the Company is not aware of any fact
        or
        circumstance that could involve the Company as a party in any litigation,
        proceeding, investigation or claim under any Environmental
        Requirement.

      


      
        
          
          

        

        
          Page
            - 24

          
            

          

        

        
          
          

        

      

      (b) The
        Company has not disposed of any Hazardous Substances on or about any properties
        at any time owned, leased or occupied by the Company in a manner that would
        give
        rise to liability of the Company under any Environmental Requirements. The
        Company has not itself disposed of any materials at any site being investigated
        or remediated for contamination or possible contamination of the
        environment.

      


      (c) The
        Company has all permits, licenses and approvals required by Environmental
        Requirements for their use and occupancy of, and for all their operations
        and
        activities conducted on, the Premises and. to the knowledge of Sellers and
        the
        Company, the Company is in full compliance with all such permits, licenses
        and
        approvals, except where such non-compliance would not have an adverse effect
        on
        the Company or its business, assets, operations- or financial
        condition.

      


      4.17 Employees.

      


      (a) A
        complete and accurate list setting forth all employees, contractors and
        consultants of the Company as of the date hereof, together with their titles
        or
        positions, dates of hire, regular work location and current compensation,
        current salary and benefits, notice period, confidentiality obligations and
        all
        other terms and conditions of employment or engagement, including any additional
        terms and conditions of employment or engagement, whether contained in a
        Company
        or staff handbook or otherwise, has previously been furnished to Purchaser
        by or
        on behalf of Sellers and/or Company.

      


      (b) The
        employment contracts or other agreements between the Company and any officer,
        director, employee, contractor, consultant or other individual person relating
        to the performance of services consist of those with Mr. David Lema as “Chief
        Executive Officer” dated June 18, 2001, Mrs. Leslie Pooley-Maughan as “Chief
        Business Officer” dated June 18, 2001, Mr. Kieth Flaherty as “Chief Technology
        Officer” dated June. 18, 2001, Ms. Marcy Judd as “Financial Controller” dated
        June 19, 2001, Mr. Horst Finkbeiner as “Head of Business Analysts/Project
        Management” dated August 2, 2000, Ms. Barbara Gaudette as “Senior Business
        Analyst” dated June 19, 2001, Mr. Arrigo Merlo as “Client Relationship Manager”
effective as of June 29, 2000, Mr. Jason Taylor as “Senior Analyst Programmer”
effective as of June 19, 2001, Mr. David Petty as “Business Analyst” effective
        as of July 9, 2001, Ms. Deborah L.A. King as “Executive Administrative
        Assistant” effective as of August 23, 2001, and Mr. Alexander Fox as “Junior
        Bankcard Switch Technician effective as of October 1, 2001, and complete
        and
        accurate copies of all such agreements have previously been furnished to
        Purchaser by or on behalf of Sellers and/or Company.

      


      (c) Except
        for Robert St. John, who is to report to work October 29, 2001 as “Senior
        Bankcard Switch Technician” at a salary of US$75,000 annually, there are no
        outstanding offers of employment or engagement made to any person by the
        Company
        and there is no one who has accepted an offer of employment or engagement
        made
        by the Company who has not yet taken up that employment or
        engagement.

      


      (d) Except
        as
        expressly contemplated by the terms of this Agreement, no officer, director,
        employee, contractor or consultant of the Company identified in the materials
        furnished to Purchaser under subsections (a) or (b) above:

      


      (i)
        has
        given or received notice terminating his or her employment or engagement
        or
        altering its terms, and no such person will be entitled as a result of the
        entering into of this Agreement and the sale of the Company Shares to Purchaser
        to give notice of termination or to claim for any payment or benefit or to
        treat
        himself or .herself as being released from any obligation and, to the knowledge
        of Sellers and the Company, no such person is planning to terminate his or
        her
        employment as of or shortly after the Closing; or

      


      
        
          
          

        

        
          Page
            - 25

          
            

          

        

        
          
          

        

      

      (ii) is
        currently on sick leave which (as of the date of this Agreement) has been
        for
        more than 14 consecutive days; or

      


      (iii) is
        currently on maternity leave.

      


      (e) As of
        August
        31, 2001, there were no outstanding arrears of salary, wages, holiday pay
        or
        other remuneration due to any officer, director, consultant, employee or
        contractor of the Company other than as set forth in the Financial Statements
        except as incurred in the ordinary course of business and not used.

      


      (f) Except
        or
        Mr. David Petty, whose annual salary was increased from US$68,OOO to US$71,400,
        since August 31, 2001, (i) no change has been made in the rate or basis of
        remuneration, fee or other benefits provided for or paid to .any officer,
        director, consultant, employee or contractor of the Company and (ii) no change
        has been made in any other terms of employment or engagement of any such
        officer, director, consultant, employee or contractor.

      


      (g) The
        Company has not entered into any agreement or legally binding commitment
        regarding any future variation in any contract of employment or other agreement
        in respect of any of their officers, directors, employees, consultants or
        contractors or any agreement imposing an obligation on the Company to increase
        the basis and/or rates of remuneration or payment and/or the provision of
        other
        benefits to or on behalf of its officers, directors, employees, consultants
        or
        contractors at any future date.

      


      (h) All employees
        of the Company who require a work permit will have a valid work permit in
        force
        at the Closing, except that Kieth Flaherty, Barbara Gaudette Jason Taylor
        and
        Robert St. John are currently in the process of having their work permits
        renewed under the auspices of the Company.

      


      (i) The
        Company is not liable to pay any industrial levy nor do they have any
        outstanding undischarged liability to pay any Governmental Authority in any
        jurisdiction, other than as provided in the Financial Statements, nor any
        taxation, contribution or other impost arising in connection with the employment
        or engagement by the Company of employees, directors, officers, consultants
        or
        contractors.

      


      (j) The
        Company is not aware of any facts or matters affecting any employee of the
        Company which might reasonably be considered grounds for dismissing such
        employee or warning such employee that the continuation of any conduct or
        behavior may lead to dismissal.

      


      (k) No
        grievance or complaint of sex, race or disability discrimination, whether
        formal
        or informal, is pending in an administrative or litigation proceeding nor,
        to
        the knowledge of Sellers and the Company, has been raised by any employee,
        director, officer or consultant or former employee, director, officer or
        consultant of the Company in the twelve months prior to Closing.

      


      
        
          
          

        

        
          Page
            - 26

          
            

          

        

        
          
          

        

      

      (l) The
        Company has not made any loans to or entered into any credit transaction
        with
        any of its directors or to any employee.

      


      (m) Except
        as
        expressly listed otherwise in Schedule 3 attached hereto and made a part
        hereof
        for all purposes, the Company has not any deferred compensation, pension,
        health, profit sharing, bonus, stock purchase, stock option, hospitalization,
        insurance., severance, redundancy, workers’ compensation, supplemental
        unemployment benefits, vacation benefits, disability benefits, or any other
        employee benefit or otherwise or welfare benefit plan or obligation covering
        any
        of its officers or employees or any informal understanding with -respect
        to the
        foregoing. -

      


      (n) The
        Company’s pension plan described in Schedule 3 has been maintained in material
        compliance with its governing rules or terms, and all applicable requirements
        as
        to the filing of reports, documents and notices with Governmental Authorities
        and the furnishing of documents to participants or beneficiaries have been
        satisfied. No employee, former employee or relative or dependent of such
        employee or other participants in said pension plan has made any claim against
        the Company in respect thereof.

      


      (o) The
        Company has not entered into any union membership, security of employment,
        redundancy, recognition or other collective agreement (whether legally binding
        or not) with a trade union, works council, staff association, employee
        representatives or other organization or body of employees, nor has the Company
        done any act which might be construed as recognition.

      


      (p) There
        are
        no controversies or labor or trade disputes or union organization activities
        pending or, to the knowledge of Sellers and the Company, threatened between
        the
        Company and any of its employees nor are there facts known to the Company
        which
        might ,indicate that there may be any such dispute or activities.

      


      (q) To
        the
        knowledge of Sellers and the Company, none of the employees of the Company
        belongs to any union or collective bargaining unit or is represented by any,
        works council, staff association or other body representing employees relating
        to their activities as employees of the Company.

      


      (r) The
        Company has complied with its obligations under all applicable domestic and
        foreign equal employment opportunity and other laws and regulations related
        to
        employment or working conditions.

      


      (s) To
        the
        knowledge of Sellers and the Company, no employee of the Company is in violation
        of any agreement of employment, non-competition or confidentiality with any
        former employer.

      


      4.18 Intellectual
        Property.

      


      (a) The
        operations of the Company do not conflict with or infringe, and no one has
        asserted to any Seller or to the Company that such operations conflict with
        or
        infringe, any Intellectual Property owned, possessed or used by any third
        party.
        There are no claims, disputes, actions, proceedings, suits or appeals pending
        against Seller or the Company with respect to any such Intellectual Property,
        and, to the knowledge of Sellers and the Company, none has been threatened
        against the Company. Without limitation of the foregoing, the Company has
        complied in all material respects with all express and/or implied obligations
        of
        confidentiality to which it is subject in relation to Intellectual Property
        owned by third parties.

      


      
        
          
          

        

        
          Page
            - 27

          
            

          

        

        
          
          

        

      

      (b) Except
        as
        expressly stated in the relevant Contracts listed in Schedule 1
        hereto,

      


      (i)
        there
        are no facts or, to the knowledge of Sellers and the Company, alleged facts
        that
        would reasonably serve as a basis for any claim that the Company does not
        have
        the right to use and to transfer the right to use, free of any rights or
        claims
        of others, all Intellectual Property used or held for use by it in the
        development, manufacture, use, sale or other disposition of any or all products
        or services presently being used; furnished or sold in the conduct of the
        business of the Company as it has been and is now being conducted (the
‘.’Company Intellectual Property”),

      


      (ii)
        the
        Company Intellectual Property referred to in clause (i) immediately above
        are
        free of any unresolved ownership disputes with respect to any third party
        and,
        to the knowledge of Sellers and the Company, there is no unauthorized use,
        infringement or misappropriation of any of the Company Intellectual Property
        by
        any third party, including any employee, or former employee of the Company,
        nor,
        to the knowledge of Sellers and the Company, is there any breach of any license,
        sublicense or other agreement authorizing another party to use such Company
        Intellectual Property.

      


      (c) The
        Company has not entered into any agreement granting any third party the right
        to
        bring infringement actions with respect to, or otherwise to enforce rights
        with
        respect to, any of such Company Intellectual Property.

      


      (d) The
        Company has taken all measures it deems reasonable and appropriate to maintain
        the confidentiality of such of the Company Intellectual Property the value
        of
        which to the Company is contingent upon maintenance of the confidentiality
        thereof.

      


      (e) The
        Company has secured valid written assignments from all consultants and employees
        who contributed to the creation or development of the Company Intellectual
        Property of the rights to such contributions that the Company does not already
        own by operation of law, and no employee or consultant retains any interest
        or
        right in relation to such Company Intellectual Property.

      


      4.19 Compliance
        with Law; Permits.

      


      (a) All
        licenses, franchises, permits, approvals, clearances, consents, certificates
        and
        other evidences of authority normally issued by a Governmental Authority
        that
        are necessary for the carrying on of the Company’s business (“Permits”) are in
        full force and effect and, to the knowledge of Sellers and the Company, the
        Company is not in violation of any Permit in any material respect. The Permits
        are not subject to any unusual or onerous conditions. The business of the
        Company has been conducted in accordance with its Memorandum of Association
        and
        Bye-laws and, except where such non-compliance would not have a material
        adverse
        effect on the Company or its business, assets, operations or financial
        condition, all applicable Legal Requirements.

       

      
        
          
          

        

        
          Page
            - 28

          
            

          

        

        
          
          

        

      

      


      (b) To
        the
        knowledge of Sellers and the Company, there are no investigations, proceedings,
        inquiries, communications or other circumstances that indicate that any Permits
        may be revoked, cancelled, superseded; modified or not renewed.

      


      (c) No
        outstanding notices in relation to any statutory obligation have been served
        on
        the Company in respect of any of its assets or in respect of any contravention
        or non-compliance with or alleged contravention or non-compliance with any
        obligation or otherwise.

      


      (d) To
        the
        knowledge of Sellers and the Company, there have not been and are not pending,
        or in existence, any investigations or inquiries by, or on behalf of, any
        governmental or administrative or other body in respect of any of the affairs
        of
        the Company.

      


      4.20 Litigation.
        There is no “claim, dispute, action, proceeding, notice, order, suit, appeal or
        investigation, at law or in equity, pending or, to the knowledge of Sellers
        and
        the Company, threatened, against the Company or any pension scheme of the
        Company or any of its directors, officers, employees, former employees or
        agents, or involving any of its assets or properties, before any Governmental
        Authority. The Company is not aware that there are any facts which, if known
        to
        shareholders, customers, suppliers, Governmental Authorities or other persons,
        would result
        in
        any such claim, dispute, action, proceeding, suit or appeal or investigation
        that would have or would reasonably be likely to have a material adverse
        effect
        on the Company or its business, assets, operations or financial condition.
        The
        Company is not subject to any order, writ, injunction or decree of any
        Governmental Authority, arbitration panel or other tribunal, nor is the Company
        in default with respect to any notice, order, writ, injunction or
        decree.

      


      4.21 Tangible
        Personal Property. The items of tangible personal property reflected in the
        Company’s Financial Statements or otherwise listed in the “fixed asset
        schedules” furnished to Purchaser by or on behalf of Sellers or the Company in
        connection with the Financial Statements (“Tangible Personal Property”) comprise
        the only material tangible personal property owned by the Company in whole
        or in
        part, are used or held for use in connection with the business of the Company,
        and are owned by the Company free and clear of any and all liens, encumbrances,
        equities, security interests, mortgages, debentures, claims, charges, and
        other
        claims or rights of third parties, and, except as and to the extent provided
        for
        in Section 14 of that certain Transaction Processing Agreement dated 20 April
        2001 and entered into by and between the Company and Planet Group, Inc.,
        none of
        such Tangible Personal Property is subject to any option, right of pre-emption
        or right of first refusal. All requisite licenses, consents and approvals
        required of the Company for the ownership and/or operation of the Tangible
        Personal Property have been duly obtained or given.

      


      4.22 Computer
        System and Software.

      


      (a) Subject
        to the terms of any relevant Contracts listed in Schedule 1 attached hereto,
        the
        Company is the legal and beneficial owner free of any and all liens and
        encumbrances or is the lessee of all the items of equipment, hardware. firmware
        and accessories relating to the “Computer System”) and no other person (other
        than the lessor, as applicable) has any claims or rights in respect thereof.
        For
        the purposes of this Agreement, “Computer System” means the computer systems,
        including all its equipment, hardware, firmware, software and accessories
        used
        or held for use by the Company in the processing of financial transactions
        for
        its customers.

      


      
        
          
          

        

        
          Page
            - 29

          
            

          

        

        
          
          

        

      

      (b) Except
        to
        the extent that the Software incorporates code obtained under license from
        Oasis
        Technology Ltd. under the license specified in Schedule I attached hereto,
        and
        except for the Merchant Accounting and Reporting System and Payment Gateway
        software that is the subject of Seller’s obligation to grant licenses under
        Section 2.2 hereof, the Company is the legal and beneficial owner free of
        any
        and all liens and encumbrances of all Software, and such Software was either
        developed by the Company’s employees in the course of their employment or by
        third parties pursuant to agreements under which all rights in the Software
        are
        vested in the Company. For the purposes of this Agreement, “Software” means all
        computer programs and all related object code and source-code and databases
        used
        or held for use by the Company in the processing of financial transactions
        for
        its customers.

      


      (c) There
        are
        in existence maintenance and support agreements in respect of all equipment,
        hardware, furniture, software and accessories used in the Computer System,
        and
        the Company has not done, or omitted to do, any act which might entitle the
        provider of the maintenance and support services to terminate such agreements
        or
        to withhold or refuse to supply any services thereunder, and the Company
        is not
        in dispute with such provider regarding its maintenance and support
        obligations.

      


      (d) The
        Computer System comprises equipment, hardware, firmware, software including
        source code and object code, supporting materials and accessories which are
        necessary to enable the Company to carry on its business in the same manner
        and
        to the same extent as ‘it has been carried on prior to Closing, and the rights
        to use the Computer System or any part thereof will not be adversely affected
        by
        the transactions effected by this Agreement.

      


      4.23 Insurance.
        The Company and its assets are insured against such risks and in such sums
        as
        are described in the policies listed in Schedule 2, a complete and accurate
        copy
        of which policies have previously been furnished to Purchaser. All premiums
        due
        in respect of such insurances have been fully paid or have been paid in
        accordance with the obligations stated in the insurance policies; and the
        next
        renewal date for each of such insurances is a date at least 30 days after
        the
        Closing Date. Nothing has been done or omitted to be done which could make
        any
        policy of insurance void or voidable, or which is likely to result in an
        increase in premium; and none of such insurances is subject to any special
        or
        unusual terms or restrictions or to the payment of any premium in excess
        of the
        normal rate. Each such insurance policy is enforceable and in full force
        and
        effect in accordance with its terms and will continue to be enforceable and
        in
        full force and effect immediately following the Closing in accordance with
        the
        terms thereof as in effect prior to the Closing. The Company is not in breach
        or
        default (including with respect to the payment of premiums or the giving
        of
        notices) under any such policies, no event has occurred which, with notice
        or
        the lapse of time, would constitute such a breach or default or permit
        termination, modification or acceleration, under such policy; and the Company
        has not received any notice from the insurer disclaiming coverage or reserving
        rights with respect to a particular claim or such policy in general. There
        are
        no claims arising against the Company by an employee, a worker or any other
        third party, in respect of any accident or injury and, to the knowledge of
        Sellers and the Company, there are no unreported accidents or incidents that
        would give rise to such a claim, which are not fully covered by
        insurance.

      


      
        
          
          

        

        
          Page
            - 30

          
            

          

        

        
          
          

        

      

      4.24 Brokers
        or Finders. Neither the Company nor any of its officers, directors, employees
        or
        shareholders has employed any broker or finder in connection with the
        transactions contemplated by this Agreement, nor have they incurred, and
        they
        shall not incur, directly or indirectly, any liability for any brokerage
        or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement or any transaction contemplated hereby.

      


      4.25 Related
        Parties. No officer or director of the Company has, either directly or
        indirectly, (a) an interest in any corporation, partnership, firm or other
        person or entity which furnishes or sells services or products which are
        similar
        to those furnished or sold by the Company, (b) a beneficial interest in any
        contract or agreement to which the Company is a party or by which the Company
        may be bound, or (c) an interest in any of the assets used by the
        Company.

      


      4.26 Certain
        Advances. There are no loans by the Company to any directors, officers,
        employees, consultants or shareholders of the Company, or owing by any Affiliate
        of any director or officer of the Company, other than advances in the ordinary
        course of business consistent with past practice to officers and employees
        for
        reimbursable business expenses which are not in excess of US$l,000 or the
        equivalent in any other currency for anyone individual.

      


      4.27 Underlying
        Documents. Copies of any underlying documents listed in this Agreement
        (including without limitation in any Schedule, Exhibit or other attachment
        hereto), or described in this Agreement as having been disclosed or furnished
        to
        Purchaser have been furnished to Purchaser. All such documents furnished
        or made
        available to Purchaser are true and correct copies, and there are no amendments
        or modifications thereto, that have not been included in the documents furnished
        to Purchaser.

      


      4.28 Banking
        Facilities. The Company maintains the following banking accounts:

      


      (i)
        an
        investment account at The Bank of Bermuda Limited under account number 0022319,
        the reported balance of which as of August 31, 2001 was valued at BD$31,715.30,
        

      


      (ii)
        a
        corporate account at The Bank of Bermuda Limited under account number 804391,
        the reported ba1ances of which as of August 31, 200 1 were valued at
        US$1,443,576.69 and BD$12,020.71,

      


      and
        the
        authorized signatories on these accounts were, immediately prior to taking
        the
        actions required under Section 2.5(c)(iv) above, any two of Gregory Pek,
        David
        Lema, Leslie Pooley-Maughan and Marcy Judd. The Company maintains no other
        deposit accounts or other depositary or financing relationships at any other
        financial institution or credit company, and the signatories on the aforesaid
        accounts may be replaced upon notice in writing to The Bank of Bermuda
        Limited.

      


      
        
          
          

        

        
          Page
            - 31

          
            

          

        

        
          
          

        

      

      4.29 Relations
        with Affiliates. Except for (i) First Ecom’s ownership and operation at no cost
        to the Company of the two Sun E250 servers and related equipment and software
        in
        support of the Merchant Accounting and Reporting System portion of the Company’s
        business, and (ii) the working capital loan facility extended from First
        Ecom to
        the Company as described in Section 2.5(e) above, the Company has no Contract
        with any of its Affiliates for, and neither the management, operation or
        conduct
        of the Company’s business, nor the goodwill of its vendors, customers or other
        business relations, nor its rights in, maintenance of or access to its assets
        and facilities, draws upon, the provision of any services or support from
        First
        Ecom or any other Affiliate of First Ecom.

      


      4.30 Insolvency.
        The Company is ab1e to pay its liabilities as they come due, and is not
        otherwise “insolvent” under bankruptcy, insolvency, reorganization, moratorium
        and other similar laws relating to or affecting the rights of creditors
        generally that are applicable to the Company or its assets. No order has
        been
        made, petition presented, resolution passed or meeting convened for the winding
        up of the Company or for an administration order in respect of the Company;
        no
        receiver, receiver and manager, administrative receiver or liquidator has
        been
        appointed of the business or the whole or any part of the assets or undertaking
        of the Company; there are no circumstances that now or with the passage of
        time
        may give rise to the appointment of any such receiver, receiver and manager,
        administrative receiver or liquidator, and, to the knowledge of Sellers and
        the
        Company, no such order, petition, resolution, meeting or appointment is pending
        or threatened.

      


      4.31 No
        Misleading Statements. No representation or warranty made herein, and nothing
        contained in the materials furnished to Purchaser by or on behalf of Sellers
        and/or the Company in connection with Purchaser’s review and analysis of the
        Company and its business, operations, assets or financial condition (other
        than
        statements of a forward-looking nature, such as those contained in multi-year
        forecasts and projections), contains any statement of a material fact that
        is
        either untrue or, in the light of the circumstances under which they are
        made,
        misleading.

      


      ARTICLE
        V
        - REPRESENTATIONS AND WARRANTIES OF PURCHASER

      


      Purchaser
        represents and warrants to Sellers as follows:

      


      5.1 Organization.
        Purchaser is a corporation duly incorporated, validly existing arid in good
        standing under the laws of the Netherlands Antilles and has all requisite
        corporate power and authority to own, lease and operate its properties and
        to
        carryon its business as now being conducted.

      


      5.2 Authority.
        Purchaser has all requisite corporate power and authority to enter into this
        Agreement and to perform its obligations hereunder and consummate the
        transactions contemplated hereby. The execution and delivery of this Agreement,
        the performance by Purchaser of its obligations hereunder and the consummation
        of the transactions contemplated hereby have been duly and validly authorized
        by
        all necessary corporate action on the part of Purchaser. This Agreement,
        when
        executed and delivered by Purchaser, will constitute a valid and legally
        binding
        obligation of Purchaser, legally enforceable against Purchaser in accordance
        with its terms, subject to the effects of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any of the remedies,
        covenants or other provisions of this Agreement, and upon the availability
        of
        injunctive relief or other equitable remedies.

      


      
        
          
          

        

        
          Page
            - 32

          
            

          

        

        
          
          

        

      

      5.3 No
        Conflict with Other Instruments. Purchaser’s execution and delivery of, and
        performance of its obligations under. this Agreement (including the Exhibits
        hereto), the related agreements required to be entered into as conditions
        of
        Closing under Article VI hereof, and the transactions contemplated hereby
        (i)
        will not result in any violation of, conflict with, constitute a breach,
        violation or default (with or without notice or lapse of time, or both) under,
        give rise to a right of termination, cancellation, forfeiture or acceleration
        of
        any obligation or loss of any benefit under, or result in the creation or
        encumbrance on any of the properties or assets of Purchaser or any of its
        subsidiaries, pursuant to (x) any provision of the certificate of incorporation,
        bylaws, or other charter or governing document of Purchaser, or (y) any
        agreement, arrangement, contract, understanding, note, mortgage, indenture,
        lease, franchise, license, permit or other instrument to which Purchaser
        is a
        party or by which Purchaser or any of its properties or assets is bound,
        (b)
        wi11 not conflict with, or result in any breach or violation of, any Legal
        Requirement applicable to Purchaser or its properties or assets, except.
        in the
        case of clauses (i)(y) and (ii) for any of the foregoing that would not,
        individually or in the aggregate, have a material adverse effect on Purchaser
        and its subsidiaries, taken as a whole, or that could not result in the creation
        of any material lien, charge or encumbrance upon any assets of Purchaser
        or any
        of its subsidiaries or that could not prevent, materially delay or materially
        burden the transactions. contemplated by this Agreement.

      


      5.4 Governmental
        Consents and Notices. Except for the approval of the Bermuda Monetary Authority
        required for the transfer of Company Shares to Purchaser contemplated by
        Article
        II, no consent, approval, order or authorization of, or registration,
        declaration of, notice to or qualification or filing with, any Governmental
        Authority, whether domestic or foreign, is required to be obtained or submitted
        by or on behalf of or with respect to Purchaser in connection with the execution
        and delivery of this Agreement by Purchaser or the consummation by Purchaser
        of
        the transactions contemplated hereby that has not been, or will not prior
        to
        Closing have been, duly obtained and/or submitted, as applicable.

      


      5.5 Litigation.
        There is no (a) claim, action, suit or proceeding pending or, to the knowledge
        of Purchaser, threatened against or relating to Purchaser or its subsidiaries
        before any Governmental Authority or arbitration tribunal, or (b) outstanding
        judgment, order, writ. injunction or decree, or application, request or motion
        therefor, of any court, governmental agency or arbitration tribunal in a
        proceeding to which Purchaser or any subsidiary of Purchaser was or is a
        party
        that would individually or in the aggregate, either impair Purchaser’s ability
        to consummate the transactions contemplated by this Agreement or have a material
        adverse effect on Seller and its subsidiaries taken as a whole.

      


      5.6 No
        Misleading Statements. No representation or warranty made herein by Purchaser
        contains any statement of a material fact that is untrue or, in the light
        of the
        circumstances under which they are made, misleading.

      


      5.7 Brokers
        or Finders. Neither Purchaser nor any of its officers, directors, employees
        or
        shareholders has employed any broker or finder in connection with the
        transactions contemplated by this Agreement, nor have they incurred, and
        they
        shall not incur, directly or indirectly, any liability for any brokerage
        or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement or any transaction contemplated hereby.

      


      
        
          
          

        

        
          Page
            - 33

          
            

          

        

        
          
          

        

      

      5.8 Acquisition
        for Investment. Purchaser is acquiring the Company Shares for its own account
        and not with the present view to sell the Company Shares in connection with
        the
        distribution thereof.

      


      ARTICLE
        VI - CONDITIONS TO CLOSING

      


      6.1 Conditions
        to Obligations of Each Party to Effect the Closing. The respective obligations
        of each party to this Agreement to consummate the Closing and the transactions
        contemplated by this Agreement shall be subject to the satisfaction at or
        prior
        to the Closing of the following conditions:

      


      (a) Illegality.
        There shall not have been any Legal Requirement enacted, promulgated or deemed
        applicable to the transactions contemplated by this Agreement by any
        Governmental Authority that prevents the consummation of the Closing or the
        transactions contemplated by this Agreement or has the effect of making the
        purchase of Company Shares illegal.

      


      (b) Absence
        of Litigation. No action, suit or proceeding concerning Purchaser, the Company,
        or any Seller shall be pending by or before any court of competent jurisdiction
        or Governmental Authority wherein an unfavorable judgment, order, decree,
        stipulation or injunction would (i) prevent consummation of any of the
        transactions contemplated by this Agreement or (ii) cause any of the
        transactions contemplated by this Agreement to be rescinded following
        consummation.

      


      6.2 Additional
        Conditions to the Obligations of Sel1ers. The obligations of Sellers to
        consummate the Closing and the transactions contemplated by this Agreement
        shall
        be subject to the satisfaction at or prior to the Closing of each of the
        following conditions, any of which may be waived, in writing, exclusively
        by
        Sellers:

      


      (a) Representations
        and Warranties. The representations and warranties of Purchaser contained
        in
        this Agreement or in the certificates required to be delivered at the Closing
        pursuant to Section 2.6(a) shall be true and correct on the date hereof and
        on
        and as of the Closing Date, as though made on and as of the Closing Date
        (except
        for representations and warranties made as of a specified date, which need
        be
        true and correct only as of the specified date).

      


      (b) Agreements
        and Covenants. Purchaser shall have performed or complied in all material
        respects with al1 agreements and covenants required by this Agreement. to
        be
        performed or, complied with by it on or prior to the Closing.

      


      6.3 Additional
        Conditions to the Obligations of Purchaser. The obligations of Purchaser
        to
        consummate the Closing and the transactions contemplated by this Agreement
        shall
        be subject to the satisfaction at or prior to the Closing of each of the
        following conditions, any of which may be waived, in writing, exclusively
        by
        Purchaser:

      


      
        
          
          

        

        
          Page
            - 34

          
            

          

        

        
          
          

        

      

      (a) Representations
        and Warranties. The representations and warranties of Sellers contained in
        this
        Agreement or in the certificates required to be delivered at the Closing
        pursuant to Section 2.5(a) shall be true and correct on the date hereof and
        on
        and as of the Closing Date, as though made on and as of the Closing Date
        (except
        for representations and warranties made as of a specified date, which need
        be
        true and correct only as of the specified date).

      


      (b) Agreements
        and Covenants. Sellers and the Company shall have performed or complied in
        all
        material respects with all agreements and covenants, and otherwise shall
        have
        taken all actions, required by this Agreement to be performed or complied
        with
        or taken by them on or prior to the Closing.

      


      (c) Absence
        of Litigation, Prohibitions or Restrictions. No action, suit or proceeding
        concerning the Company or any Seller shall be pending or threatened in writing
        by or before any Governmental Authority out of which may issue a Legal
        Requirement, and no Legal Requirement shall have been issued or determined
        by a
        Governmental Authority to be applicable to the transactions contemplated
        hereby,
        that would: (i) prohibit Purchaser’s ownership of the Company Shares or the
        Company’s ownership or operation of any portion of the business or assets of the
        Company or (ii) compel Purchaser or the Company to dispose of or hold separate,
        as a result of the transactions contemplated hereby, any portion of the business
        or assets of the Company or Purchaser; in either case, the unavailability
        of
        which assets or business would have a material adverse effect on Purchaser
        or
        would reasonably be expected to have a material adverse effect on Purchaser’s
        ability to realize the benefits expected from the transactions
        contemplated hereby.

      


      (d) Sellers
        shall have in good faith supported and cooperated with Purchaser in its efforts
        to obtain the consent of Oasis Technology Ltd. to the assignment contemplated
        in
        clause (iv) of Section 2.2.

      


      ARTICLE
        VII - POST-CLOSING AGREEMENTS

      


      7.1 Installment
        Payments.

      


      (a) Within.
        sixty (60) days following the end of each of the three calendar years ending
        December 31, 2002, 2003 and 2004, respectively. Purchaser will pay to FEDS
        Acquisition an amount in U.S. dollars equal to the lesser of:

      


      (i)
        the
        greater of (x) forty percent (40%) of the net operating profits, if any,
        realized by Company during the calendar year in question or (y) the amounts
        set
        forth below under the column headed “Minimum”, or

      


      (ii)
        the
        amounts set forth below under the column headed “Maximum”,

      


      for
        each
        of the years in question, respectively (all dollar amounts are in United
        Stares
        dollars):

      


      
        
          
          

        

        
          Page
            - 35

          
            

          

        

        
          
          

        

         

      

      
        	
                YEAR

              	
                MAXIMUM

              	
                MINIMUM

              
	
                2002

              	
                $500,000

              	
                $350,000

              
	
                2003

              	
                $1
                  million

              	
                $650,000

              
	
                2004

              	
                $1.5
                  million

              	
                $1
                  million

              


      

      


      (b) “Net
        operating profits” for this purpose will be calculated after deduction of taxes,
        interest, depreciation and amortization in accordance with United States
        generally accepted accounting principles applied consistently with the
        accounting policies and practices of the Company from period to period,
        excluding (i) any management or other administrative fees or expenses of
        a
        general nature charged to Company by Purchaser or any Affiliate of Purchaser,
        (ii) interest and other charges for facilities granted to Company by Purchaser
        or ,any Affiliate of Purchaser to the extent such charges exceed rates generally
        available elsewhere in the, commercial lending market for comparable facilities
        to similarly situated borrowers, and (iii) any reductions of revenue caused
        by
        the transfer of all or a substantial part of Company’s revenue-generating
        operations from Company to Purchaser or any Affiliate of Purchaser.

      


      (c) Purchaser
        hereby acknowledges its intent to cause Company to be operated following
        Closing
        in a manner consistent with the assumptions and projections identified in
        the
“Business Plan” attached hereto as Schedule 4 and made a part hereof for all
        purposes, including but not limited to providing Company with sufficient
        working
        capital (not exceeding US$4 million) to conduct its business in the manner
        heretofore conducted. In this regard, it is anticipated that Purchaser will,
        as
        soon as practicable following Closing, extend to Company a working capital
        loan
        facility in a principal amount equal to that described in Section 2.5(e)
        on such
        terms and conditions as Purchaser and the Company shall mutually agree.
        Notwithstanding the foregoing, however, Seller and Purchaser agree and
        acknowledge that Company, and Purchaser’s intentions with respect to the
        Company, are subject to changing market conditions in the environment in
        which
        Company operates, and that Purchaser shall have no obligations to cause Company
        to be operated in any particular way or furnished with any particular level
        of
        funding. Seller’s sole assurances regarding its participation in future
        operating profits of Company lie in the “Minimum” payment obligations set out in
        the table in Section 7.1 (a) above.

      


      (d) Following
        the end of each of the said three calendar years, Purchaser shall, or shall
        cause the Company to deliver to Seller annual financial statements of the
        Company that have been audited by an independent auditing firm of international
        stature and reputation, together with the auditors’ statement and notes thereto.
        Such statements shall be delivered to Seller no later than one hundred twenty
        (120) days following the end of each such calendar year period, accompanied
        by a
        reconciliation statement prepared by such auditing firm setting forth the
        calculation of “net operating profits” in accordance with the standards set
        forth in subparagraph (b) above and specifying the amount underpaid or overpaid
        by Purchaser as compared to said statement. Sellers shall then have up the
        thirty (30) days to review such materials and, if no objection is raised
        in
        writing by Sellers within that time, said reconciliation statement shall
        be
        final and binding on the parties. If on the other hand Sellers object to
        said
        materials in any respect by written notice to Purchaser, then the parties
        shall
        work in good faith to resolve their disagreement(s) within the succeeding
        thirty
        (30) day period. During that time, either Sellers or Purchaser may give notice
        to the other of its election to refer the disagreement to a second independent
        auditing firm of international stature and reputation, which firm shall be
        selected (i) by the firm that audited Purchaser’s financial statements in the
        first place, or (i) if such firm fails or refuses to select a second such
        firm,
        by mutual agreement of Sellers and Purchaser. The decision of the second
        such
        firm shall be final and binding on the parties and may be enforced by a court
        of
        competent jurisdiction. If the second such firm’s decision results in a “net
        operating profit” calculation difference of less than five percent from the
        first such firm’s decision, the costs of the second such firm’s review shall be
        borne by Sellers. If the difference is from five to ten percent., the cost
        shall
        be borne equally between Sellers, on the one hand, and Purchaser, on the
        other.
        If the difference is greater than ten Percent, the cost shall be borne by
        Purchaser. Any overpayment by Purchaser shall be refunded by Sellers, and
        any
        underpayment by Purchaser shall be paid to Sellers, promptly upon the parties’
receipt of the final determination.

      


      
        
          
          

        

        
          Page
            - 36

          
            

          

        

        
          
          

        

      

      7.2 Assignment
        of Oasis Distribution License. To the extent that such consent has not yet
        -been
        obtained, and to the extent that Purchaser so requests, Sellers shall continue
        in good- faith to support and cooperate with Purchaser in its efforts to
        obtain
        the consent of Oasis Technology Ltd. to the assignment contemplated by clause
        (iv) of Section 2.2.

      


      7.3 Following
        the Closing. Sellers shall, and shall cause their Affiliates to, discontinue
        and
        thereafter refrain from the use of the “FEDS” name and any other such
        trademarks, tradenames, service marks, service names, or logos that are the
        same
        as or confusingly similar to Company’s name, it being understood that
“FirstEcom.Com” shall not be considered as such for this purpose. In addition,
        to the extent that they have not completely done so prior to Closing, Sellers
        shall, and shall cause their appropriate Affiliates to, procure that their
        names
        and the names of their Affiliates that are the same as or confusingly similar
        to
        the Company’s name be changed so that they are not, it being understood that
“FirstEcom.Com” shall not be considered as such for this purpose.

      


      7.4 Post-Closing
        Intercompany Support. For a period of twelve (12) months following the Closing,
        and only to the extent that any Seller has within the twelve (12) months
        preceding Closing provided or caused to be provided intercompany operational
        support for Company using the assets, resources or facilities of such Seller
        or
        its Affiliates, Sellers shall continue to provide or cause to be provided
        such
        support as Purchaser shall request in order to maintain Company’s operations at
        the level of functionality and efficiency enjoyed by Company prior to Closing,
        including without limitation the provision of such remote hardware support,
        application hosting, and/or other computer processing functions as are
        currently being performed for or on behalf of Company by any Sellers and/or
        its
        Affiliates. Without limiting the foregoing, this includes the servers and
        related hardware, software and data described in Section 4.10 above. It is
        understood and agreed that such support shall be at no additional cost to
        Purchaser or the Company. This Section 7.4 does not apply to the support
        services covered by that certain End User Support Agreement in the form attached
        hereto as Exhibit E and entered into by the parties thereto.

      


      7.5 Processing
        Transactions. From time to time following the Closing, Sellers may contact
        Company to propose the entry by a Seller and/or its designee into agreements
        or
        understandings for the processing by the Company of financial transactions
        referred by such Seller, and Company will be entitled to accept or decline
        or
        propose modifications to such proposals in its sole discretion.

      


      7.6 Post-closing
        Audit. During the course of First Ecom’s annual audit of its financial condition
        and results of operations with respect to the fiscal. year ending December
        31,
        2001, Purchaser agrees that it shall, and shall cause the Company to, permit
        the
        auditors of First Ecom access during reasonable business hours and upon
        reasonable advance notice to the books and records of the Company for the
        purpose of completing their audit of First Ecom’s consolidated financial
        statements for the portion of said fiscal year ending on the Closing Date.
        In
        this connection, Purchaser shall instruct its auditors to provide reasonable
        cooperation with respect to such access. Sellers agree that they shall pay
        and
        be responsible for any out-of-pocket costs and expenses reasonably incurred
        by
        Purchaser in the course of such audit, and that they shall limit such access
        so
        as to minimize the time and disruption necessary to complete the work. To
        the
        extent reasonably practicable, Sellers shall permit Purchaser to make available
        copies of such information as shall the auditors shall require without the
        need
        for actual onsite visits. In any case, such auditing firm and Sellers shall
        be
        required to sign such confidentiality and non-disclosure agreements as Purchaser
        shall reasonably require with respect to such information as may be disclosed
        to
        Sellers or their auditor during the course of such review.

      


      
        
          
          

        

        
          Page
            - 37

          
            

          

        

        
          
          

        

      

      7.7 Additional
        Documents and Further Assurances. Each party hereto, at the reasonable request
        of the other party hereto, shall execute and deliver such other instruments
        and
        do and perform such other acts and things as may be reasonably necessary
        or
        desirable for effecting completely the consummation of this Agreement and
        the
        transactions contemplated hereby.

      


      ARTICLE
        VIII - INDEMNIFICATION

      


      8.1 Survival
        of Representations and Warranties

      


      (a) All
        of
        Sellers’ and Purchaser’s representations and warranties in this Agreement or in
        any instrument delivered pursuant to this Agreement shall survive the Closing
        and continue until 5:00 p.m., Bermuda time, on the third anniversary of the
        Closing Date (the “Expiration Date”), except that nothing in this Section 8.1
        shall be deemed to limit any right or remedy for fraud with respect to the
        representations and warranties set forth in Articles III, IV or V.
        The
        waiver of any condition based on the accuracy of any representation or warranty,
        or the performance or compliance of any covenant or obligation, or any
        limitations on the survival of such representations and warranties, will
        not
        affect the right to indemnification set forth in Section 8.2.

      


      (b) The
        representations, warranties, covenants and obligations of Sellers, and the
        rights and remedies that may be exercised by Purchaser, shall not be limited
        or
        otherwise affected by or as a result of any information furnished to, or
        any
        investigation conducted for or on behalf of, or any knowledge acquired by,
        Purchaser or its officers, directors, employees, shareholders, agents advisors,
        or representatives as to the accuracy or inaccuracy of any such representation
        or warranty, except as, otherwise expressly provided in this
        Agreement.

      


      8.2 Indemnification.

      


      (a) Indemnification.
        Subject to the limitations set forth herein, Sellers agree to indemnify
        Purchaser, the Company, their Affiliates, and their respective. shareholders,
        directors, officers, employees, agents and representatives (collectively,
        the
“Indemnified Parties”) for claims, losses, liabilities, damages, deficiencies,
        costs and expenses, including reasonable attorneys’ fees and expenses, and
        expenses of investigation and defense (calculated after deduction for insurance
        proceeds recovered or recoverable) incurred by such Indemnified Party directly
        or indirectly (including, after the Closing. by the Company) as a result
        of (i)
        any inaccuracy or breach of a representation or warranty of Sellers contained
        herein or in any certificate required to be delivered at Closing by Seller
        under
        Section 2.5(a), or (ii) any failure by Sellers or the Company to perform
        or
        comply with any covenant or agreement contained herein, or (iii) any
        transactions, business, or other activities, actions or omissions by or on
        behalf of the Company at any time prior to January 1, 2000, or (iv) any claim
        or
        cause or action arising out of the Shareholders’ Agreement or the Share Purchase
        and Sale Agreement (hereinafter individually a “Loss” and collectively
“Losses”), or (v) without limiting any of the foregoing, the failure of the
        Company to have, or any claim or al1egation on the part of any person that
        the
        Company has not, succeeded to all of The Bank of Bermuda Limited’s rights and
        obligations as “Processor” under the TPP Agreement referenced in Section 4.15(
        c) above effective from the first date on which the Company engaged in
        transaction processing for MasterCard transactions, or (vi) the provisions
        of
        Section 14 of that certain Transaction Processing Agreement dated 20 April
        2000
        and entered into by and between the Company and Planet Group, Inc. Sellers
        acknowledge that such Losses, if any, would relate to unresolved contingencies
        existing at the Closing, which if resolved at the Closing would have led
        to a
        reduction in the aggregate purchase price paid by Purchaser. For the avoidance
        of doubt, the Company shall not be liable in respect of any inaccuracy or
        breach
        in any representation, warranty or covenant contained in this Agreement,
        howsoever caused, or in any instrument delivered pursuant to this Agreement
        or
        in connection with the transactions contemplated hereby.

      


      
        
          
          

        

        
          Page
            - 38

          
            

          

        

        
          
          

        

      

      (b) Third-Party
        Claims. In the event Purchaser becomes aware of a third-party claim which
        Purchaser believes may result in a demand against Sellers hereunder, Purchaser
        shall promptly notify First Ecom of such claim, and First Ecom shall be
        entitled, at its expense, to participate in any defense of such claim. If
        First
        Ecom acknowledges in writing to Purchaser that if the allegations in such
        claim
        are in fact true then any liability arising from the adjudication or other
        settlement of such claim would be for the account of Sellers, then First
        Ecom
        shall be entitled to assume the defense of such claim and shall have the
        power
        to settle such claim. If First Ecom is not entitled to or chooses not to
        assume
        the defense of any such claim, Purchaser shall consult with and attempt to
        solicit the consent of First Ecom prior to and in connection with any settlement
        of any such claim, but Purchaser shall have the right in its sole discretion
        to
        settle any such claim. If First Ecom had the right but chose not
        to
        assume the defense of any such claim, First Ecom shall be estopped from
        objecting to Purchaser’s claim under this Article VIII for the amount of any
        settlement entered into by Purchaser with respect to such claim.

      


      (c) Basket;
        Limitations Period. Purchaser shall not be entitled to bring any claim against
        Sellers under this Section 8.2 unless and until the aggregate of all such
        c1aims
        equals or exceeds the sum of US$50000. In addition, Purchaser shall not be
        entitled to bring any claim against Sellers under this Section 8.2 unless
        Purchaser notifies Sellers in writing of such c1aim on or before the third
        anniversary of the Effective Date of this Agreement.

      


      ARTICLE
        IX-TERMINATION AND WAIVER

      


      9.1 Termination.
        This Agreement may be terminated and the transactions contemplated hereby
        abandoned at any time prior to the Closing:

      


      
        
          
          

        

        
          Page
            - 39

          
            

          

        

        
          
          

        

      

      (a) By
        mutual
        written consent of Sellers and Purchaser;

      


      (b) By
        Purchaser if the Closing has not occurred by October 31, 2001 on account
        of the
        failure or non-fulfillment of any of Purchaser’s conditions to Closing set forth
        in Section 6.3 above;

      


      (c) By
        Sel1ers if the Closing has not occurred by October 31, 2001 on account of
        the
        failure or non-fulfillment of any of Sellers’ conditions to Closing set forth in
        Section 6.2 above; or

      


      (d) By
        Purchaser or Seller if in any case Closing has not occurred by November 30,
        2001
        (provided that the right to terminate this Agreement under this paragraph
        (d)
        shall not be available to any party whose willful failure to fulfill any
        obligation hereunder has been the cause of, or resulted in, the failure of
        the
        Closing to occur on or before such date).

      


      9.2 Extension
        .of Time, Waiver. At any time prior to the Closing, Purchaser, on the one
        hand,
        and Sellers, on the other hand, may, to the extent legally allowed:

      


      (a) Extend
        the time for the performance of any of the obligations or other acts of the
        other party hereto,

      


      (b) Waive
        any
        inaccuracies in the representations and warranties made to such party contained
        herein or in any document delivered pursuant hereto,

      


      (c) Waive
        compliance with any of the agreements or conditions for the benefit of such
        party contained herein; provided, that no failure or delay by any party hereto
        in exercising any right hereunder shall operate as a waiver thereof nor shall
        any single or partial exercise thereof preclude any other or, further exercise
        thereof or the -exercise of any other right hereunder;

      


      provided,
        that any agreement on the part of any party hereto to any such extension
        or
        waiver shall be valid only if set forth in an instrument in writing signed
        on
        behalf of such party that expressly refers to this Section and the particular
        obligation, inaccuracy, agreement or condition that is the subject of the
        waiver.

      


      ARTICLE
        X
        - GENERAL

      


      10.1 Expenses.
        All fees and expenses incurred in connection with the transactions contemplated
        hereby, including, without limitation, all legal, accounting, financial
        advisory, consulting and all other fees and expenses of third parties incurred
        by a party in connection with the negotiation and effectuation of the terms
        and
        conditions of this . Agreement and the transactions contemplated hereby,
        shall
        be the obligation of the respective party incurring such fees and expenses;
        provided, however, that if the purchase and sale of the Company Shares is
        consummated, the Company shall not incur financial advisory, brokers’, finders’,
        legal and accounting fees and expenses in excess of US$5000.00 in connection
        with the transactions contemplated hereby, and provided, further, that Sellers,
        on the one hand, and Purchaser, on the other, shall each bear one-half of
        the
        applicable Bermuda stamp duties incurred with respect to the transfer of
        the
        certificates representing the Company Shares.

      


      
        
          
          

        

        
          Page
            - 40

          
            

          

        

        
          
          

        

      

      10.2 Public
        Disclosure. Unless otherwise required by applicable Legal Requirements
        (including, without limitation, applicable securities laws) or by the rules
        and
        regulations of a regulated public securities exchange or other organized
        public
        market on which the shares of any Seller are traded (including but not limited
        to Nasdaq), prior to the Closing, no disclosure (whether or not in response
        to
        an inquiry) of the discussions or subject matter of this Agreement or the
        transactions contemplated hereby shall be made by any party hereto unless
        approved by Purchaser and Sellers prior to release, provided that such approval
        shal1 not be unreasonably withheld.

      


      10.3 Notices.
        Any notice, request, instruction or other document to be given hereunder
        by any
        party to the other shall be in writing and shall be deemed to have been given
        or
        made if in writing and (a) delivered personally, as of the date of such
        delivery, (b) by telecopy as of the date of receipt of confirmation of
        transmission (provided that such telecopy was promptly confirmed by personal
        delivery, first class mail, or courier), or (c) by internationally recognized
        delivery service guaranteeing delivery in two business days or less, with
        the
        price of delivery paid by the sender, as of the date of such delivery, to
        the
        parties at the following addresses and numbers:

      


      (i) If
        to
        Purchaser:

      


      to: Mr.
        John
        Chr. MA.M. Deuss

      President

      First
        Curacao International Bank, N.V.

      Kaya
        WFG
        (Jombi)

      Mensing
        Nr. 18,

      Zeelandia,
        Curacao

      Netherlands
        Antilles

      


      with
        a
        copy to:

      


      Transworld
        Oil Limited

      #3
        St.
        James Court

      Flatts
        Village

      Hamilton
        Parish FL04

      Bermuda

      Attn:
        General Counsel

      


      (ii) If
        to any
        Seller:

      


      to: First
        Ecom.com, Inc.

      80
        Gloucester Road, 19th Floor

      Wan
        Chai,
        Hong Kong

      


      with
        a
        copy to:

      


      D.
        Roger
        Glenn

      Friedman
        Kaplan

      875
        Third
        Avenue

      New
        York,
        New York 10022

      


      
        
          
          

        

        
          Page
            - 41

          
            

          

        

        
          
          

        

      

      (ii) If
        to the
        Company:

      


      to: J.
        David
        Lema,

      Chief
        Executive Officer

      69
        Front
        Street

      Hamilton,
        Bermuda

      


      with
        a
        copy to:

      


      Transworld
        Oil Limited

      #3
        St.
        James Court

      Flatts
        Village -

      Hamilton
        Parish FL04

      Bermuda

      Attn:
        General Counsel

      


      or
        to
        such other address as may be designated in writing by the parties, by a notice
        given as aforesaid.

      


      10.4 Headings
        and Interpretation. The headings of the several sections of this Agreement
        are
        inserted for-convenience of reference only and are not intended to affect
        the
        meaning or interpretation of this Agreement. As used in this Agreement, the
        use
        of pronouns in the masculine, feminine or neutral gender shall be interpreted
        as
        a use of any of the other genders, and the use of plural or singular shall
        be
        interpreted as the use of the other, as the context shall require. Further,
        as
        used in this Agreement, the phrase “to the knowledge of Sellers and the Company”
means to the collective knowledge of any and/or all of them, whether such
        knowledge is held by one, more than one or all of them.

      


      10.5 Counterparts.
        This Agreement may be executed in counterparts, and when so executed each
        counterpart shall be deemed to be an original, and said counterparts together
        shall constitute one and the same instrument.

      


      10.6 Amendment
        or Supplement. This Agreement may not be amended or supplemented except by
        an
        instrument in writing signed by or on behalf of Purchaser and
        Sellers.

      


      10.7 Entire
        Agreement; Assignment. This Agreement, the Schedules and Exhibits hereto,
        and
        the documents and instruments and other agreements among the parties hereto
        referenced herein (a) constitute the entire agreement among the parties with
        respect to the subject matter hereof and supersede all prior agreements and
        understandings, both written and oral, among the parties with respect to
        the
        subject matter hereof and (b) shall not be assigned by operation of law or
        otherwise except as mutually agreed in writing between the parties, except
        that:

      


      (i)
        Purchaser may transfer or assign its rights, interests or obligations hereunder
        in whole or in part to any third party upon notice to Sellers, provided that
        no
        such transfer or assignment shall relieve Purchaser of any of its obligations
        hereunder, and .

      


      
        
          
          

        

        
          Page
            - 42

          
            

          

        

        
          
          

        

      

      (ii)
        Sellers may transfer or assign their rights and interests under Section 7.1
        with
        respect to the Installment Payments in whole or in part to any unrelated
        third
        party in a bona fide, cash-only, arms’ length transaction, provided that they
        first give detailed notice to Purchaser of any such proposed transfer and
        its
        terms, whereupon Purchaser shall have the right and opportunity to elect
        to
        purchase such rights on the same terms, the exercise of which right
        will require
        either written or, if given either to First Ecom’s Chief Executive Officer or
        Chief Financial Officer, oral notice received by. First Ecom from Purchaser
        to
        that effect within five (5) Business Days following Purchaser’s receipt of
        Sellers’ notice of proposed transfer, provided that no such transfer or
        assignment shall relieve Sellers of any of their obligations
        hereunder.

      


      This
        Agreement will be binding upon and inure to the benefit of the parties and
        their
        respective successors and permitted assigns.

      


      10.8 Severability.
        In the event that any provision of this Agreement or the application thereof,
        becomes or is declared by a court of competent jurisdiction to be illegal,
        void
        or unenforceable, the remainder of this Agreement will continue in full force
        and effect and the application of such provision to other persons or
        circumstances will be interpreted so as reasonably to effect the intent of
        the
        parties hereto. The parties further agree to replace such void or unenforceable
        provision of this Agreement with a valid and enforceable provision that will
        achieve, to the extent possible, the economic, business and other purposes
        of
        such void or unenforceable provision.

      


      10.9 Other
        Remedies. Except as otherwise provided herein, any and all remedies herein
        expressly conferred upon a party will be deemed cumulative with and not
        exclusive of any other remedy conferred hereby, or by law or equity upon
        such
        party, and the exercise by a party of anyone remedy wi1l not preclude the
        exercise of any other remedy.

      


      10.10 Governing
        Law. This Agreement shall be governed by and construed in accordance
        with the
        laws
        of Bermuda, without regard to the applicable principles of conflicts of laws
        thereof.

      


      10.11 Absence
        of Third-Party Beneficiary Rights. No provision of this Agreement is intended,
        or will be interpreted, to provide to or create for any third-party beneficiary
        rights or any other rights of any kind in any client, customer, affiliate,
        shareholder, employee, partner or any party hereto or any other person or
        entity, and all provisions hereof will be personal solely between the parties
        to
        this Agreement, except that the provisions of Article VIII shall be for the
        benefit of, and enforceable by, the indemnified parties referred to
        therein.

      


      10.12 Joint
        and
        Several Responsibility. Sellers acknowledge and agree that they are entering
        into this Agreement, and that they make the representations, warranties,
        covenants and agreements set forth herein, jointly and severally, with full
        recourse on the, part of Purchaser to any and all Sellers for the obligations
        and undertakings of any Seller contained herein. In this respect, each Seller
        joins in this Agreement as primary obligor and not as surety, and Purchaser
        shall not be required to proceed first against or exhaust its remedies against
        any one or more Sellers as a condition to proceeding hereunder against any
        other
        Seller with respect to any claim arising hereunder. Further, each Seller
        hereby
        irrevocably and exclusively appoints First Ecom as its agent and
        attorney-in-fact for the giving or receipt of all notices or payments, the
        granting of all consents, approvals, or waivers, and the taking of all such
        other actions and making of all such other elections and/or decisions as
        shall
        be explicitly or implicitly provided or permitted herein to be given, received,
        granted, taken or made by or on behalf of the Sellers or any of them (it
        being
        understood that omitting to take any action or make any election or decision
        shall be deemed the taking of an action or the making of any election or
        decision for this purpose), and to do all such acts and things as may in
        the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, and Purchaser shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and all of the Sellers. Each Seller
        agrees
        that the foregoing appointment constitutes a power coupled with an interest
        and
        shall be binding upon its successors and assigns. Any payments received by
        First
        Ecom hereunder that properly belong to any of other Seller shall be held
        by
        First Ecom in trust for the benefit of such other Seller, and Sellers hereby
        release, discharge and agree to hold harmless Purchaser for any amounts payable
        to any Seller hereunder or pursuant to any transaction or instrument
        contemplated hereby that Purchaser pays to First Ecom.

      


      
        
          
          

        

        
          Page
            - 43

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF,
        Purchaser and Sellers have caused this Agreement to be executed and delivered
        all as of the date first above written.

      


      


      “Sellers”:

      


      
        	
                FIRST
                  ECOM.COM, INC.

                 

                By:
                   /s/
                  Kenneth G.C. Telford

                Name:
                  Kenneth G.C. Telford

                Title:
                  Secretary

                 

                  

              	
                FEDS
                  ACQUISITION CORPORATION

                 

                By:
                  /s/
                  Kenneth G.C. Telford

                Name:
                  Kenneth G.C. Telford

                Title:
                  Secretary

              
	
                FIRST
                  ECOM DATA SERVICES

                ASIA
                  LIMITED

                 

                By:
                  /s/
                  Kenneth G.C. Telford 

                Name:
                  Kenneth G.C. Telford

                Title:
                  Secretary

              	
                FIRST
                  ECOMMERCE ASIA LIMITED

                 

                 

                By:/s/
                  Kenneth G.C. Telford

                Name:
                  Kenneth G.C. Telford

                Title:
                  Secretary

              
	
                 

                 

                “Purchaser”:

                 

                FIRST
                  CURACAO INTERNATIONAL BANK, N.V.

                 

                By:
                  /s/
                  John Chr. M.A.M. Deuss 

                Name:
                  John Chr. M.A.M. Deuss

                Title:
                  President

                 

              


      

       

      
 

      
        
          
          

        

        
          Page
            - 44

          
            

          

        

        
          
          

        

      

      Exhibits
        attached:

      


      A - Form
        of
        Mars Software License Agreement

      B - Form
        of
        Payment Gateway License Agreement

      C - Form
        of
        Software Development License Agreement

      D - Form
        of
        Oasis Subdistributor and Assignment Agreement 

      E - Form
        of
        End User Support Agreement

      F - Form
        of
        Share Transfer Instruments

      G
        - Form
        of
        Release And Discharge of Intercompany
        Debt And Related Liens

      H - Assignment
        and Transfer of Logo from the Company to Seller

      I
        - Assignment
        and Transfer of Wing Hang Bank and International Bank of Asia Contracts From
        The
        Company to FEDS Asia

      J
        -
 Form
        of
        Opinion of Legal Counsel to be delivered on behalf of First Ecom and FEDS
        Acquisition

      


      


      Schedules
        attached:

      


      1 - List
        of
        Contracts

      2 - List
        of
        Insurance Policies

      3 - Employee
        Benefits  

      4 - Business
        Plan

      5 - Capital
        Expenditures and Commitments

      


      


      (END
        OF
        DOCUMENT - SEE ATTACHED EXHIBITS AND SCHEDULES)

       

    

    
      
        
        

      

      
        Page
          - 45

        
          

        

      

      
        
        

      

    

    Schedule
      A

    

      SOFTWARE
        LICENSE AGREEMENT

      FOR

      MERCHANT
        ACCOUNTING AND REPORTING SYSTEM

      


      SOFTWARE
        LICENSE AGREEMENT
        ("Agreement") is entered into effective as of October 19, 2001 (the
“Effective
        Date”)
        by and
        among First Ecom.com, a Nevada corporation having its principal place of
        business at 80 Gloucester Road, 19th
        Floor,
        Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
        a
        Hong Kong corporation having its principal place of business at 80 Gloucester
        Road, 19th
        F loor,
        Wan
        Chai, Hong Kong (“FEDS Asia”) (First Ecom and FEDS Asia being referred to herein
individually,
        jointly and collectively as “Licensor”),
        and
        Transworld Payment Solutions N.V., a Netherlands Antilles company having
        its
        offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“Licensee”).

      


      1. Definitions.
        As used
        in this Agreement, the capitalized terms defined in the introductory
paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall
        have the meanings assigned to them below:

      


      “Affiliate”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and “control” for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity.

      


      “Documentation”
means
        the related hard-copy or electronically reproducible technical documents
        furnished in association with the Software;

      


      “Media”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;

      


      “Product”
means
        collectively the Media, Software, and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to Licensee by Licensor or its
        authorized distributor;

      


      
        
          
          

        

        
          Page
            - 46

          
            

          

        

        
          
          

        

      

      “Software”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising Licensor's financial transaction management and reporting
        computer software product known as "Merchant Accounting and Reporting System” or
“MARS”, and all whole or partial copies thereof, including without limitation
        all modified copies and portions merged into other programs, and further
        including any and all updates, revisions, enhancements, modifications,
        subsequent versions and other derivative works thereof
        developed and furnished to Licensee by or on behalf of Licensor from time
        to
        time.

      


      Other
        capitalized terms used herein shall have the meanings
        assigned to them where they first appear.

      


      2.Grant
        Of License Rights. For
        good
        and
        valuable consideration in hand received, the receipt and sufficiency of which
        are hereby acknowledged, but subject to the terms and conditions set forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up royalty-free,
        non-exclusive, non-transferable, perpetual license to deploy, install, execute
        and use solely for Licensee's and/or its Affiliates' internal use as many
        copies
        of the Product, and on such number(s) and type(s) of servers, workstations
        or
        other computer hardware, and in such locations, as Licensee shall deem desirable
        from time to time. Any programs, utilities, modules or other software or
        documentation supplied by third parties and embedded in or bundled with the
        Product as furnished to Licensee by or on behalf of Licensor are hereby
        expressly included in the scope of this grant. Licensor agrees to deliver,
        promptly upon the execution and delivery of this Agreement (but not before
        November 15, 2001), no less than two (2) master copies of the Software in
        executable (machine readable) code format to Licensee on such Media as Licensee
        shall reasonably request, together with two (2) copies of the
        Documentation.

      


      
        
          
          

        

        
          Page
            - 47

          
            

          

        

        
          
          

        

      

      3. Title
        And Copyright.
        Licensor represents and warrants to Licensee that Licensor is the owner and
        holder of all rights, titles and interests in and to the Product, free and
        clear
        of all liens, charges, encumbrances, equities and claims of third parties
        of any
        description. There are no facts or alleged facts known to Licensor which
        would
        reasonably serve as a basis for any claim that Licensor does not have the
        right
        to grant the rights and licenses provided for herein. As between Licensor
        and
        Licensee, Licensee acknowledges and agrees that, except as and to the extent
        otherwise agreed in writing between the parties, all title and copyrights
        in and
        to the Product, are and will remain the property of Licensor and/or its
        affiliates and suppliers, and are protected by applicable copyright laws
        and
        applicable international copyright treaties, and that Licensor neither grants
        hereby nor otherwise transfers hereby any rights of ownership therein to
        Licensee or to any third party. Licensee will not claim or assert title to
        or
        ownership of the Product except pursuant to a written agreement expressly
        entitling Licensee to claim or assert such title or ownership. This Agreement,
        when executed and delivered by Licensor and Licensee, w ill constitute the
        valid
        and legally binding obligation of Licensor, legally enforceable against Licensor
        in accordance with its terms, subject to the effect of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any of the remedies,
        covenants or the provisions of this Agreement, and upon the availability
        of
        injunctive relief or other equitable remedies.

      


      4. Restrictions.
        Licensee
        will not remove or alter any copyright or, proprietary notice from copies
        of the
        Product. Except in accordance with the terms of this Agreement or any other
        express written agreement between the parties, Licensee agrees (a) not to
        decompile, disassemble, reverse engineer or otherwise attempt to derive the
        Software’s source code from object code except to the extent expressly permitted
        by applicable law or treaty despite this limitation; (b) not to sell, rent,
        lease, license, sub-license, display, modify, time share, outsource or otherwise
        transfer the Product to, or , permit the use of the Product by, any third
        party
        not an Affiliate of Licensee, provided,
        without
        limiting the scope of the license grant hereinabove stated, it is understood
        and
        agreed that this Agreement permits the use of the Product by Licensee and
        its
        Affiliates in support of services rendered to their customers in the normal
        course of their trade or business; and (c) to use reasonable care and protection
        to prevent the unauthorized use, copying, publication or dissemination of
        the
        Product. Licensor has the right to obtain injunctive relief against any actual
        or threatened violation of these restrictions, in addition to any other
        available remedies.

      


      
        
          
          

        

        
          Page
            - 48

          
            

          

        

        
          
          

        

      

      5. Taxes
        And Addition Charges. All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided, that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income.

      


      6. Limited
        Warranty. Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that either of these warranties has been
        breached, including a description of the nature or circumstances of such
        breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, it’s
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected.
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly authorized in
        writing by Licensor.

      


      7. Indemnification
        For Infringement. Licensor
        will defend or settle, at its own expense any claim against Licensee by a
        third
        party asserting that Licensee's and/or its Affiliates’ use of the Product within
        the scope of this Agreement violates such third party’s patent, copyright,
        trademark, trade -secret or other proprietary rights, and will indemnify
        Licensee against any damages finally awarded against Licensee arising out
        of
        such claim. Licensee will promptly notify Licensor in writing after first
        receiving notice of any such claim, and Licensor will have sole control of
        the
        defense of any action and all negotiations for its settlement or compromise,
        with Licensee's reasonable assistance; provided, that Licensee's approval
        in
        writing shall be required of any settlement or compromise involving any
        admission of fault or wrongdoing on the part of Licensee, and provided, further,
        that Licensee may at Licensor's cost and expense take responsibility for
        its own
        defense if and to the extent that Licensee has any reasonable doubt as to
        the
        ability or willingness of Licensor to fund such defense or any award, settlement
        or compromise arising therefrom. Licensor will not be liable for any costs
        or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        Licensee’s and/or its Affiliates’ use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights and remedies available to Licensee hereunder,
        either (i) procure for Licensee the right to continue using the Product,
        or (ii)
        modify or replace the Product with a compatible, functionally equivalent,
        non-infringing Product.

      


      
        
          
          

        

        
          Page
            - 49

          
            

          

        

        
          
          

        

      

      8. Support.
        Contemporaneously
        with the execution of this Agreement, Licensor and Licensee are entering
        into an
        End User Support Agreement under which Licensor will provide ongoing support
        and
        maintenance beyond the scope and time limits of the warranty period set forth
        in
        Section 6 above, which End User Support Agreement sets forth the terms and
        conditions under which Licensee will be entitled to receive such Product
        updates
        and other Product support as may be provided for therein. Notwithstanding
        the
        foregoing, however, it is understood and agreed that, for purposes of this
        Agreement, the Software to which the license granted herein pertains includes
        both the first and second versions of the "MARS" product as well as the
        java-enabled version combined with Licensor's "payment gateway" product
        currently in development. Accordingly, regardless of the terms of the particular
        agreement entered into by the parties as described above, Licensor hereby
        agrees
        to furnish to Licensee at no additional charge the java-enabled version of
        the
        Software when available.

      


      9. Successors And
        Assigns.
        This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void.

      


      10. Governing
        Law. This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conflicts of law principles.

      


      11. Miscellaneous.

      


      (a) Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        parties between the parties hereto. Any use of the term "partner" in any
        communication by or between the parties or on their individual or joint behalf
        or in any trademark or service mark to describe their relationship is intended
        solely in the colloquial sense of a valued business relationship, and does
        not
        indicate the existence of or an offer to enter into a legal partnership,
        joint
        agency or other relationship involving common ownership or joint and/or several
        liability with one another and/or any of their Affiliates. Neither party
        will
        incur any debt or make any express or implied agreement, guarantee, warranty
        or
        representation in the name or on behalf of the other without the other's
        express
        written authorization, and each party will be responsible for its own costs
        and
        expenses incurred in connection with this Agreement. No failure or delay
        by
        either party in exercising any right, power or privilege hereunder will operate
        as a waiver thereof, nor will any single or partial exercise thereof preclude
        any other or further exercise thereof or the exercise of any right, power
        or
        privilege hereunder. No remedy expressly provided in this Agreement for a
        breach
        will be the sole or exclusive remedy for such breach, and each party hereby
        reserves to itself, in addition to the remedies expressly provided to it
        in this
        Agreement, all remedies available to it under law and at equity. This Agreement
        may be amended, modified or waived only by a subsequent writing that
        specifically refers to this Agreement and that is signed by both parties,
        and no
        other act, document, usage, or custom will be deemed to amend this Agreement.
        Headings in this Agreement are for convenience of reference only and will
        not
        affect the construction or interpretation of this Agreement. If any provision
        or
        provisions of this Agreement will be held, for any reason to be illegal,
        invalid
        or unenforceable in any circumstance, the remaining provisions will nonetheless
        be legal, valid and enforceable provisions, and the affected provision will
        remain legal, valid and enforceable in other circumstances. The terms of
        this
        Agreement that expressly or by implication are intended to continue beyond
        its
        termination will survive any such termination. Under local law and treaties,
        the
        restrictions and limitations of this Agreement may not apply to Licensee;
        Licensee may have other rights and remedies, and be subject to other
        restrictions and limitations.

      


      
        
          
          

        

        
          Page
            - 50

          
            

          

        

        
          
          

        

      

      (b) IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE LAW OF TORT, CONTRACT
        OR OTHERWISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
        INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
        PERFORMANCE OR NON-PERFORMANCE HEREOF (EVEN IF THE RESPONSIBLE PARTY HAS
        BEEN
        ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
        BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
        OR
        SAVINGS, OR LOSS OF DATA.

      


      (c) Neither
        party hereto shall be held liable hereunder for any default arising from
        the
        delay in the performance of its obligations hereunder to the extent that
        such
        default or delay:

      
        	(i)  	
                is
                  caused directly by an event beyond the reasonable control of the
                  defaulting or delaying party (the "Non-performing Party"), such
                  as, but
                  not restricted to, fire, flood, earthquake, elements of nature,
                  acts of
                  war, terrorism, riots, civil disorders, rebellions or revolutions,
                  strikes, lockouts or labor difficulties; and


              


      

      


      
        
          
          

        

        
          Page
            - 51

          
            

          

        

        
          
          

        

         

      

      
        	(ii)  	
                could
                  not have been prevented by reasonable precautions and cannot possibly
                  be
                  circumvented by the Non-performing Party through the use of commercially
                  reasonable alternative sources, work-around plans or other means;
                  (a
                  “Force Majeure Event”). The Non-performing Party will be excused from any
                  further performance of the obligations affected by such Force Majeure
                  Event for as long as the Force Majeure Event continues and the
                  Non-Performing Party continues to use its reasonable efforts to
                  recommence
                  performance. The Non-performing Party shall immediately notify
                  the other
                  party by telephone (to be confirmed in writing within five (5)
                  days of the
                  inception of the Force Majeure Event) and describe at a reasonable
                  level
                  of detail the circumstances causing such default or delay. During
                  the
                  continuance of a Force Majeure Event affecting Licensor, Licensee
                  shall
                  continue to pay Licensor’s charges for professional services actually
                  rendered and expenses incurred in the actual performance of such
                  services
                  in accordance with this Agreement. Notwithstanding any other provision
                  hereof, this clause (c) will not excuse a breach of any purely
                  monetary
                  obligation.

              


      

      


      12. Joint
        and Several Responsibility. Each
        of
        First Ecom and FEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full recourse on the part of
        Licensee to either or both of them for the obligations and undertakings of
        Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
        joins in this Agreement as primary obligor and not as surety, and Licensee
        shall
        not be required to proceed first against or exhaust its remedies against
        either
        of First Ecom or FEDS Asia as a condition to pr proceeding hereunder against
        the
        other with respect to any claim arising hereunder. Further, each of First
        Ecom
        and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
        agent and attorney-in-fact for the giving or receipt of all notices or payments,
        the granting of all consents, approvals, or waivers, and the taking of all
        such
        other actions and making of all such other elections and/or decisions as
        shall
        be explicitly or implicitly provided or permitted herein to be given, received,
        granted, taken or made by or on behalf of Licensor or either of them (it
        being
        understood that omitting to take any action or make any election or decision
        shall be deemed the taking of an action or the making of any election or
        decision for this purpose), and to do all such acts and things as may in
        the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, and Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
        and
        FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
        for
        any amounts payable to FEDS Asia that Licensee pays to First Ecom.

      


      
        
          
          

        

        
          Page
            - 52

          
            

          

        

        
          
          

        

      

       

      LICENSOR:

      


      FIRST
        ECOM.COM, INC.    FIRST
        ECOM DATA SERVICES

                          ASIA
        LIMITED

      


      By:_____________________            By:_____________________

      Name:
        Kenneth G.C. Telford    Name:
        Kenneth G.C. Telford

      Title:
        Secretary      Title:
        Secretary

      



      
        
          
            -
              -

          

          
          

        

        
          Page
            - 53

          
            

          

        

        
          
          

        

      


      


      


      LICENSEE:

      


      


      TRANSWORLD
        PAYMENT SOLUTIONS N.V.

      


      


      By:_____________________       

      Name:
        John Chr. M.A.M. Deuss

      Title:
        Managing Director

      


      


      


      


      


      [END
        OF DOCUMENT]

      


    

     

     

     

     

     

    
      
        
        

      

      
        Page
          - 54

        
          

        

      

      
        
        

      

    

     

    

      SOFTWARE
        LICENSE AGREEMENT

      FOR
        

      PAYMENT
        GATEWAY

      


      THIS
        SOFTWARE LICENSE AGREEMENT (“Agreement”)
        is
        entered into effective as of October 19, 2001 (the “Effective
        Date”)
        by and
        among First Ecom.com, Inc., a Nevada corporation having its principal place
        of
        business at 80 Gloucester Road, 19th
        Floor,
        Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
        a
        Hong Kong corporation having its principal place of business at 80 Gloucester
        Road, 19th
        Floor,
        Wan Chai, Hong Kong ("FEDS Asia")(First Ecom and FEDS Asia being referred
        to
        herein individually, jointly and collectively as "Licensor"), and Transworld
        Payment Solutions N.V., a Netherlands Antilles company having its offices
        at c/o
        Julianaplein No. 5, Curacao, Netherlands Antilles ("Licensee").

       

      


      


      1. Definitions.
        As used
        in this Agreement, the capitalized terms defined in the introductory paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall have the meanings assigned to them below:

      


      “Affiliate”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and “control” for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity.

      


      “Documentation” means
        the
        related hard-copy or electronically reproducible technical documents furnished
        in association with the Software;

      


      “Media”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;

      


      
        
          
          

        

        
          Page
            - 55

          
            

          

        

        
          
          

        

      

       

      “Product”
means
        collectively the Media, Software, and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to Licensee by Licenosr or its
        authorized distributor;

      


      


      “Software”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising Licensor's "Payment Gateway" computer software product
        and all whole or partial copies thereof, which product consists of an electronic
        internet payment gateway that translates various types of financial transaction
        data, including but not limited to transaction data originating from credit,
        debit and check payment methods, into a format that can be read by the
        processing system or systems proprietary to First Ecommerce Data Services
        Limited, including without limitation modified copies and portions merged
        into
        other programs, and further including any and all updates, revisions,
        enhancements, modifications, subsequent versions and other derivative works
        thereof developed and furnished to Licensee by or on behalf of Licensor from
        time to time. 

      


      Other
        capitalized terms used herein shall have the meanings assigned to them where
        they first appear. 

      


      2. Grant
        Of License Rights. For
        good
        and valuable consideration in hand received, the receipt and sufficiency
        of
        which are hereby acknowledged, but subject to the terms and conditions set
        forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
        non-exclusive, transferable, perpetual license to deploy, install, execute
        and
        use solely for Licensee's and/or its Affiliates' internal use as many copies
        of
        the Product, and on such number (s) and type(s) of servers, workstations
        or
        other computer hardware, and in such locations, as Licensee shall deem desirable
        from time to time. Any programs, utilities, modules or other software or
        documentation supplied by third parties and embedded in or bundled with the
        Product as furnished to Licensee by or on behalf of Licensor are hereby
        expressly included in the scope of this grant. It is understood and agreed
        that
        this Agreement permits the transfer by Licensee of its rights hereunder to
        third
        parties. Licensor agrees to deliver, promptly upon the execution and delivery
        of
        this Agreement (but not before November 15, 2001), no less than two (2) master
        copies of the Software in executable (machine readable) code format to Licensee
        of such Media as Licensee shall reasonably request, together with two (2)
        copies
        of the Documentation.

       

      
        
          
          

        

        
          Page
            - 56

          
            

          

        

        
          
          

        

      

      


      3. Title
        And Copyright.
        Licensor represents and warrants to Licensee that Licensor is the owner and
        holder of all rights, titles and interests in and to the Product, free and
        clear
        of all liens, charges, encumbrances, equities and claims of third parties
        of any
        description. There are no facts or alleged facts known to Licensor which
        would
        reasonably serve as a basis for any claim that Licensor does not have the
        right
        to grant the rights and licenses provided for herein. As between Licensor
        and
        Licensee, Licensee acknowledges and agrees that, except as and to the extent
        otherwise agreed in writing between the parties, all title and copyrights
        in and
        to the Product, are and will remain, are and will remain the property of
        the
        Licensor and/or its affiliates and suppliers, and are protected by applicable
        copyright laws, and applicable international copyright treaties, and that
        Licensor neither grants hereby nor otherwise transfers hereby any rights
        of
        ownership therein to Licensee or to any third party. Licensee will not claim
        or
        assert title to or ownership of the Product except pursuant to a written
        agreement expressly entitling Licensee to claim or assert such title or
        ownership. This Agreement, when executed and delivered by Licensor and Licensee,
        will constitute the valid and legally binding obligation of Licensor, legally
        enforceable against Licensor in accordance with its terms, subject to the
        effect
        of bankruptcy, insolvency, reorganization, moratorium and other similar laws
        relating to or affecting the rights of creditors generally, limitations imposed
        by applicable law or equitable principles upon the specific enforceability
        of
        any of the remedies, covenants or other provisions of this Agreement, and
        upon
        the availability of injunctive relief or other equitable remedies. 

      


      
        
          
          

        

        
          Page
            - 57

          
            

          

        

        
          
          

        

      

      4. Restrictions.
        Licensee will not remove or alter any copyright or proprietary notice from
        copies of the Product. Except in accordance with the terms of this Agreement
        or
        any other express written agreement between the parties, Licensee agrees
        (a) not
        to decompile, disassemble, reverse engineer or otherwise attempt to derive
        the
        Software’s source code from object code except to the extent expressly permitted
        by applicable law or treaty despite this limitation; and (b) to use reasonable
        care and protection to prevent the unauthorized use, copying, publication
        or
        dissemination of the Product. Licensor has the right to obtain injunctive
        relief
        against any actual or threatened violation of these restrictions, in addition
        to
        any other available remedies.

       

      5. Taxes
        And Additional Charges.
        All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided, that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income. 

       

      6. Limited
        Warranty. Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that that either of these warranties has
        been
        breached, including a description of nature or circumstances of such breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, its
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected.
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly authorized in
        writing by Licensor.

      


      
        
          
          

        

        
          Page
            - 58

          
            

          

        

        
          
          

        

      

       

      7. Indemnification
        For Infringement.
        Licensor will defend or settle, at its own expense, any claim against Licensee
        by a third party asserting that Licensee's and/or its Affiliates’ use of the
        Product within the scope of this Agreement violates such third party’s patent,
        copyright, trademark, trade secret or other proprietary rights, and will
        indemnify Licensee against any damages finally awarded against Licensee arising
        out of such claimi. Licensee will promptly notify Licensor in writing after
        first receiving notice of any such claim, and Licensor will have sole control
        of
        the defense of any action and all negotiations for its settlement or compromise,
        with Licensee's reasonable assistance; provided, that Licensee’s approval in
        writing shall be required of any settlement or compromise involving any
        admission of fault or wrongdoing on the part of Licensee, and provided, further,
        that Licensee may at Licensor's cost and expense take responsibility for
        its own
        defense if and to the extent that Licensee has any reasonable doubt as to
        the
        ability or willingness of Licensor to fund such defense or any award, settlement
        or compromise arising therefrom. Licensor will not be liable for any costs
        or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        Licensee’s and/or its Affiliates' use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights s available to Licensee hereunder, either (i)
        procure for Licensee the right to ing the Product, or (ii) modify or replace
        the
        Product with a compatible, equivalent, non-infringing Product.

      


      8. Support.
        Contemporaneously with the execution of this Agreement, Licensor and Licensee
        are entering into an End User Support Agreement under which Licensor will
        provide ongoing support and maintenance beyond the scope and time limits
        of the
        warranty period set forth in Section 6 above, which End User Support Agreement
        sets forth the terms and conditions under which Licensee will be entitled
        to
        receive such Product updates and other Product support as may be provided
        for
        therein. Notwithstanding the foregoing, however, it is understood and agreed
        that, for purposes of this Agreement, the Software to which the license granted
        herein pertains includes both the first and second versions of the “Payment
        Gateway” product as well as the java-enable version combined with Licensor's
        "MARS" product currently in development. Accordingly, regardless of the terms
        of
        the particular agreement entered into by the parties as described above,
        Licensor hereby agrees to furnish to Licensee at no additional charge the
        java-enabled version of the Software when available.

      


      9. Successors
        And Assigns.
        This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior, written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void. 

      


      10. Governing
        Law.
        This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conflicts of law principles.

      


      11. Miscellaneous.

      


      (a) Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        between the parties hereto. Any use of the term "partner" in any communication
        by or between the parties or on their individual or joint behalf or in any
        trademark or service mark to describe their relationship is intended solely
        in
        the colloquial sense of a valued business relationship, and does not indicate
        the existence of or an offer to enter into a legal partnership, joint agency
        or
        other relationship involving common ownership or joint and/or several liability
        with one another and/or any of their Affiliates. Neither party will incur
        any
        debt or make any express or implied agreement, guarantee, warranty or
        representation, in the name or on behalf of the other without the other’s
        express written authorization, and each party will be responsible for its
        own
        costs and expenses incurred in connection with this Agreement. No failure
        or
        delay by either party in exercising any right, power or privilege hereunder
        will
        operate as a waiver thereof, nor will any single or partial exercise thereof
        preclude any other or further exercise thereof or the exercise of any right,
        power or priviledge hereunder. No remedy expressly provided in this Agreement
        for a breach will be the sole or exclusive remedy for such breach, and each
        party hereby reserves to itself, in addition to the remedies expressly provided
        to it in this Agreement, all remedies available to it under law and at equity.
        This Agreement may be amended, modified or waived only by a subsequent writing
        that specifically refers to this Agreement and that is signed by both parties,
        and no other act, document, usage, or custom wil1 be deemed to amend this
        Agreement. Headings in this Agreement are for convenience of reference only
        and
        will not affect the construction or interpretation of this Agreement. If
        any
        provision or provisions of this Agreement will be held, for any-reason, to
        be
        illegal, invalid or unenforceable in any circumstance, the remaining provisions
        will nonetheless be legal, valid and enforceable provisions, and the affected
        provision will remain legal, valid and enforceable in other circumstances.
        The
        terms of this Agreement that expressly or by implication are intended to
        continue beyond its termination will survive any such termination. Under
        local
        law and treaties, the restrictions and limitations of this Agreement may
        not
        apply to Licensee; Licensee may have other rights and remedies, and by subject
        to other restrictions and limitations.

      


      
        
          
          

        

        
          Page
            - 59

          
            

          

        

        
          
          

        

      

       

      (b) IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER
        UNDER THE LAW OF TORT, CONTRACT OR OTHERWISE, AND INCLUDING AS A RESULT OF
        NEGLIGENCE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
        OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF
        THE
        RESPONSIBLE PARTY HAS BEEN ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH
        DAMAGES OCCURRING), INCLUDING BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE
        TO REALIZE EXPECTED PROFITS OR SAVINGS OR LOSS OF DATA.

      


      (c) neither
        party hereto shall be held liable hereunder for any default arising

      from
        the
        delay in the performance of its obligations hereunder to the extent that
        such
        default or delay:

      (i) is
        caused
        directly by an event beyond the reasonable control of the defaulting or delaying
        party (the "Non-performing Party"), such as, but not restricted to, fire,
        flood,
        earthquake, elements of nature, acts of war, terrorism, riots, civil disorders,
        rebellions or revolutions, strikes, lockouts or labor difficulties; and


       

      (ii) could
        not
        have been prevented by reasonable precautions and cannot possibly be
        circumvented by the Non-performing Party through the use of commercially
        reasonable alternative sources, work-around plans or other means; (“Force
        Majeure Event”). The Non-performing Party will be excused from any further
        performance of the obligations affected by such Force Majeure Event for as
        long
        as the Force Majeure Event continues and the Non-Performing Party continues
        to
        use its reasonable efforts to  recommence
        performance. The
        Non-performing Party shall immediately notify the other party by telephone
        (to
        be confirmed in writing within five (5) days of the inception of the Force
        Majeure Event) and describe at a reasonable level of detail the circumstances
        causing such default or delay. During the continuance of a Force Majeure
        Event
        affecting Licensor, Licensee shall continue to pay Licensor's charges for
        professional services actually rendered and expenses incurred in the actual
        performance of such services in accordance with this Agreement. Notwithstanding
        any other provision hereof, this clause (c) will not excuse a breach of any
        purely monetary obligation.

      


      
        
          
          

        

        
          Page
            - 60

          
            

          

        

        
          
          

        

      

       

          12. Joint
        and Several Responsibility.
        Each of
        First Ecom and PEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full recourse on the part of
        Licensee to either or both of them for the obligations and undertakings of
        Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
        joins in this Agreement as primary obligor and not as surety, and Licensee
        shall
        not be required to proceed first against or exhaust its remedies against
        either
        of First Ecom or FEDS Asia as a condition to proceeding hereunder against
        the
        other with respect to any claim arising hereunder. Further, each of First
        Ecom
        and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
        agent and attorney-in-fact for the giving or receipt of all notices or payments,
        the granting of all consents, approvals, or waivers, and the taking of all
        such
        other actions and making of all such other elections and/or decisions as
        shall
        be explicitly or implicitly provided or permitted herein to be given, received,
        granted, taken or made by or on behalf of Licensor or either of them (it
        being
        understood that omitting to take any action or make any election or decision
        shall be deemed the taking of an action or the making of any election or
        decision for this purpose), and to do all such acts and things as may in
        the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, and Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
        and
        FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
        for
        any amounts payable to FEDS Asia that Licensee pays to First Ecom.

      


      LICENSOR:

      


      FIRST
        ECOM.COM, INC.    FIRST
        ECOM DATA SERVICES

                          ASIA
        LIMITED

      


      By:_____________________            By:_____________________      

      Name:
        Kenneth G.C. Telford    Name:
        Kenneth G.C. Telford

      Title:
        Secretary      Title:
        Secretary

      


      


      


      LICENSEE:

      


      


      TRANSWORLD
        PAYMENT SOLUTIONS N.V.

      


      


      By:_____________________       

      Name:
        John Chr. M.A.M. Deuss

      Title:
        Managing Director

      


      
        
          
          

        

        
          Page
            - 61

          
            

          

        

        
          
          

        

      

    

     

    

      


      SOFTWARE
        DEVELOPMENT LICENSE AGREEMENT

      


      This
        SOFTWARE
        DEVELOPMENT LICENSE AGREEMENT
        (“Agreement”)
        is
        entered into effective as of October 19, 2001 (the “Effective
        Date”)
        by and
        among First Ecom.com, Inc., a Nevada corporation having its principal place
        of
        business at 80 Gloucester Road, 19th Floor, Wan Chai, Hong Kong (“First Ecom”),
        and First Ecom Data Services Asia Limited, a Hong Kong corporation having
        its
        principal place of business at 80 Gloucester Road, 19th Floor, Wan Chai,
        Hong
        Kong (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein
        individually, jointly and collectively as “Licensor”),
        and
        Transworld Payment Solutions N.V., a Netherlands Antilles company having
        its
        offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“Licensee”)
        .

      


      1. Definitions.
        As used
        in this Agreement, the capitalized terms defined in the introductory paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall have the meanings assigned to them below:

      


      “Affiliate”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and "control" for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity;

      


      “Documentation”
means
        the related hard-copy or electronically reproducible technical documents
        created
        in the course of the development of the Software, including without limitation
        all specifications, instructions, technical descriptions, manuals, flow,
        charts,
        pseudo-code, state diagrams, interim versions of programs or parts thereof,
        comments to source code, or other tangible notes or records pertaining to
        the
        Software's development;

      


      “Media”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;

      


      
        
          
          

        

        
          Page
            - 62

          
            

          

        

        
          
          

        

      

       

      “Product”
means
        collectively the Media, Software and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to the Licensee by Licensor or
        its
        authorized distributor;

      


      “Software”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising (i) Licensor’s financial transaction management and
        reporting computer software product known as “Merchant Accounting and Reporting
        system or “MARS”, and system or “MARS”, and (ii) Licensor's “Payment Gateway”
computer software product, which product consists of an electronic internet
        payment gateway that translates various types of financial transaction data,
        including but not limited to transaction data originating from credit, debit
        and
        check payment methods, into a format that can be read by the processing system
        or systems proprietary to First Ecommerce Data Services Limited, and all
        whole
        or partial copies thereof, including without limitation modified copies and
        portions merged into other programs, and further including any and all updates,
        revisions, enhancements, modifications, subsequent versions and other derivative
        works thereof developed and furnished to Licensee by or on behalf of Licensor
        from time to time. 

      


      Other
        capitalized terms used herein shall have the meanings assigned to them where
        they first appear.

      .


      2. Grant
        Of License Rights. For
        good
        and valuable consideration in hand received, the receipt and sufficiency
        of
        which are hereby acknowledged, but subject to the terms and conditions set
        forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
        non-exclusive, non-transferable, perpetual license to revise, modify, enhance
        and otherwise develop derivative works of the Product. Licensor agrees to
        deliver promptly upon the execution and delivery of this Agreement (but not
        before November 15, 200l), no less than two (2) master copies of the Software
        in
        source (human readable) code format to Licensee on such Media as Licensee
        shall
        reasonably request, together with two (2) copies of the Documentation, including
        without limitation all relevant third party development toolkits and
        licenses.

      


      
        
          
          

        

        
          Page
            - 63

          
            

          

        

        
          
          

        

      

       

      3. Title
        And Copyright. Licensor
        represents and warrants to Licensee that Licensor is the owner and holder
        of all
        rights, titles and interests in and to the Product, free and clear of all
        liens,
        charges, encumbrances, equities and claims of third parties of any description.
        There are no facts or alleged facts known to Licensor which would reasonably
        serve as a basis for any claim that Licensor does not have the right to grant
        the rights and licenses provided for herein. As between Licensor and Licensee,
        Licensee acknowledges and agrees that, except as and to the extent otherwise
        agreed in writing between the parties, all title and copyrights in and to
        the
        Product, including without limitation the original code or other copyrightable
        material embedded in any derivative works thereof created by or on behalf
        of
        Licensee pursuant to this Agreement, are and will remain the property of
        Licensor and/or its affiliates and suppliers, and are protected by applicable
        copyright laws, and applicable international copyright treaties, and that
        Licensor neither grants hereby nor otherwise transfers hereby any rights
        of
        ownership therein to Licensee or to any third party; provided, however, that
        any
        incremental additional code or other copyrightable material created by or
        for
        Licensee or its Affiliates shall be the property of Licensee or its Affiliates,
        as applicable, and shall not be subject to the restrictions set forth herein
        except to the extent such incremental material incorporates, is embedded
        in or
        bundled with the Product. Licensee will not claim or assert title to or
        ownership of the Product except pursuant to a written agreement expressly
        entitling Licensee to claim or assert such title or ownership. This Agreement,
        when executed and delivered by Licensor and Licensee, will constitute the
        valid
        and legally binding obligation of Licensor, legally enforceable against Licensor
        in accordance with its terms, subject to the effect of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any remedies, covenants
        or other provisions of this Agreement, and upon the availability of injunctive
        relief or other equitable remedies.

      


      4. Restrictions.
        Licensee
        will not remove or alter any copyright or proprietary notice from copies
        of the
        Product. Except in accordance with the terms of this Agreement or any other
        express written agreement between the parties, Licensee agrees (a) not to
        sell,
        rent, lease, license, sublicense, display, modify, time share, outsource
        or
        otherwise transfer the Product or any derivative work of the Product to,
        or
        permit the use of the Product or any derivative work of the Product by, any
        third party not an affiliate of Licensee, provided,
        without
        limiting the scope of the license grant hereinabove stated, it is understood
        and
        agreed that this Agreement permits the use of any derivative work of the
        Product
        by Licensee and its Affiliates in support of services rendered to their
        customers in the normal course of their trade or business; and (b) to use
        reasonable care and protection to prevent the unauthorized use, copying,
        publication or dissemination of the Product. Licensor has the right to obtain
        injunctive relief against any actual or threatened violation of these
        restrictions, in addition to any other available remedies.

      


      5. Taxes
        And Additional Charges.
        All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income.

      


      6. Limited
        Warranty.
        Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that either of these warranties has been
        breached, including a description of the nature or circumstances of such
        breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, its
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected,
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly authorized
        in writing by Licensor.

      


      
        
          
          

        

        
          Page
            - 64

          
            

          

        

        
          
          

        

      

       

      7. Indemnification
        For Infringement. Licensor
        will defend or settle, at its own expense, any claim against Licensee by
        a third
        party asserting that Licensee's and/or its Affiliates’ use of the Product within
        the scope of this Agreement violates such third party’s patent, copyright,
        trademark, trade secret or other proprietary rights, and will indemnify Licensee
        against any damages finally awarded against Licensee arising out of such
        claim.
        Licensee will promptly notify Licensor in writing after first receiving notice
        of any such claim, and Licensor will have sole control of the defense of
        any
        action and all negotiations for its settlement or compromise, with Licensee's
        reasonable assistance; provided, that Licensee's approval in writing shall
        be
        required of any settlement or compromise involving any admission of fault
        or
        wrongdoing on the part of Licensee, and provided, further, that Licensee
        may at
        Licensor's cost and expense take responsibility for its own defense if and
        to
        the extent that Licensee has any reasonable doubt as to the ability or
        willingness of Licensor to fund such defense or any award, settlement or
        compromise arising therefrom. Licensor will not be liable for any costs or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        the
        Licensee's and/or its Affiliates' use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights and remedies available to Licensee hereunder,
        either (i) procure for Licensee the right to continue using the product,
        or (ii)
        modify or replace the Product with a compatible functionally equivalent,
        non-infringing Product.

      


      8. Support.
        Contemporaneously with the execution of this Agreement, Licensor and Licensee
        are entering into an End User Support Agreement under which Licensor will
        provide ongoing support and maintenance beyond the scope and time limits
        of the
        warranty period set forth in Section 6 above, which End User Support Agreement
        sets forth the terms and conditions under which Licensee will be entitled
        to
        receive such Product updates and other Product support as may be provided
        for
        therein.

      


      9. Successors
        And Assigns.
        This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void. Notwithstanding the foregoing, if for any reason both First Ecom
        and
        FEDS Asia cease doing business, or both discontinue maintenance and support
        for
        the Software or any portion thereof, then in either case, unless the Software
        or
        portion thereof so affected has been conveyed to a third party, the license
        granted hereunder shall thereupon automatically and without need for further
        action by either party become transferable, and the restrictions contained
        herein on disclosure or dissemination to third parties of the Product or
        derivative works thereof shall thenceforth be of no force or
        effect.

      


      10. Governing
        Law. This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conf1icts of law principles.

      


      
        	11.  	
                Miscellaneous.
                   

              


      

      


      (a) Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        between the parties hereto. Any use of the term "partner" in any communication
        by or between the parties or on their individual or joint behalf or in any
        trademark or service to describe their relationship is intended solely in
        the
        colloquial sense of a valued business relationship, and does not indicate
        the
        existence of or an offer to enter into a legal partnership, joint agency
        or
        other relationship involving common ownership or joint and/or several liability
        with one another and/or any of their Affiliates. Neither party will incur
        any
        debt or make any express or implied agreement, guarantee, warranty or
        representation in the name or on behalf of the other without the others express
        written authorization, and each party will be responsible for its own costs
        and
        expenses incurred in connection with this Agreement. No failure or delay
        by
        either party in exercising any right, power or privilege hereunder will operate
        as a waiver thereof, nor will any single or partial exercise thereof preclude
        any other or further exercise thereof or the exercise of any right, power
        or
        privilege hereunder. No remedy expressly provided in this Agreement for a
        breach
        will be the sole or exclusive remedy for such breach, and each party hereby
        reserves to itself, in addition to the remedies expressly provided to it
        in this
        Agreement, all remedies available to it under law and at equity. This Agreement
        may be amended, modified or waived only by a subsequent writing that
        specifically refers to this Agreement and that is signed by both parties,
        and no
        other act, document, usage, or custom will be deemed to amend this Agreement.
        Headings in this Agreement are for the convenience of reference only and
        will
        not affect the construction or interpretation of this Agreement. If any
        provision or provisions of this Agreement will be held, for any reason, to
        be
        illegal, invalid or unenforceable in any circumstance, the remaining provisions
        will nonetheless be legal, valid and enforceable provisions, and the affected
        provision will remain legal, valid and enforceable in other circumstances.
        The
        terms of this Agreement that expressly or by implication are intended to
        continue beyond its termination will survive any such termination. Under
        local
        law and treaties, the restrictions and limitations of this Agreement may
        not
        apply to Licensee; Licensee may have other rights and remedies, and be subject
        to other restrictions and limitations.

      


      
        
          
          

        

        
          Page
            - 65

          
            

          

        

        
          
          

        

      

       

      (b)  IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, UNDER THE LAW OF TORT, CONTRACT
        OR OTHER WISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
        INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
        PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF THE RESPONSIBLE PARTY HAS BEEN
        ADVISED OF OR FORESEES A LIABILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
        BUT
        NOT LIMITED. TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
        OR
        SAVINGS, OR LOSS OF DATA.

      


      (c)  Neither
        party hereto shall be held liable hereunder for any default arising from
        the
        delay in
        the
        performance of its obligations hereunder to the extent that such default
        or
        delay:

      


      (i) is
        caused
        directly by an event beyond the reasonable control of the defaulting party
        or
        delaying party (the “Non-performing Party”), such as, but not restricted to,
        fire, flood, earthquake, elements of nature, acts of war, terrorism, riots,
        civil disorders, rebellions or revolutions, strikes, lockouts or labor
        difficulties; and

      


      


      (ii) could
        not
        have been prevented by reasonable precautions and cannot 

      possibly
        be circumvented by the Non-performing Party through the use of commercially
        reasonable alternative sources, work-around plans or other means; (a “Force
        Majeure Event”). The Non-performing Party will be excused from any further
        performance of the obligations affected by such Force Majeure Event for as
        long
        as the Force Majeure Event continues and the Non-Performing Party continues
        to
        use its reasonable efforts to recommence performance. The Non-performing
        Party
        shall immediately notify the other party by telephone (to be confirmed in
        writing within five (5) days of the inception of the Force Majeure Event)
        and
        describe at a reasonable level of detail the circumstances causing such default
        or delay. During the continuance of a Force Majeure Event affecting Licensor,
        Licensee shaIl continue to pay Licensor's charges for professional services
        actually rendered and expenses incurred in the actual performance of such
        services in accordance with this Agreement. Notwithstanding any other provisions
        hereof, this clause (c) will not excuse a breach of any purely monetary
        obligation.

      


      12.  Joint
        and Several Responsibility. Each
        of
        First Ecom and FEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full recourse
        on the part of Licensee to either or both of them for the obligations and
        undertakings of Licensor contained herein. In this respect, each of First
        Ecom
        and FEDS Asia joins in this Agreement as primary obligor and not as surety,
        and
        Licensee shall not be required to proceed first against or exhaust its remedies
        against either of First Ecom or FEDS Asia as a condition to proceeding hereunder
        against the other with respect to any claim arising hereunder. Further, each
        of
        First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First
        Ecom
        as its agent and attorney-in-fact for the giving or receipt of all notices
        or
        payments, the granting of all consents, approvals, or waivers, and the taking
        of
        all such other actions and making of all such other elections and/or decisions
        as shall be explicitly or implicitly provided or permitted herein to be given,
        received, granted, taken or made by or on behalf of Licensor or either of
        them
        (it being understood that omitting to take any action or make any election
        or
        decision shall be deemed the taking of an action or the making of any election
        or decision for this purpose), and to do all such acts and things as may
        in the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, the Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom in
        trust
        for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and
        agrees to hold harmless Licensee for any amounts payable to FEDS Asia that
        Licensee pays to
        First
        Ecom.

      


      
        
          
          

        

        
          Page
            - 66

          
            

          

        

        
          
          

        

      

       

      LICENSOR:

      


      FIRST
        ECOM.COM, INC.    FIRST
        ECOM DATA SERVICES

                          ASIA
        LIMITED

      


      By:_____________________            By:_____________________     

      Name:
        Kenneth G.C. Telford    Name:
        Kenneth G.C. Telford

      Title:
        Secretary      Title:
        Secretary

      


      


      LICENSEE:

      


      


      TRANSWORLD
        PAYMENT SOLUTIONS N.V.

      


      


      By:_____________________        

      Name:
        John Chr. M.A.M. Deuss

      Title:
        Managing Director

      


      


      


      


      


      [END
        OF DOCUMENT]

       

       

      
        
          
          

        

        
          Page
            - 67