Exhibit
      10.16

     

    US
      MERCHANT SYSTEMS

    MULTI-LOCATION
      PRIMARY MERCHANT AGREEMENT

    


    This
      Agreement is entered into between US MERCHANT SYSTEMS, LLC. (“USMS”), of 3125
      Skyway, Fremont, California 94539 (USMS), and NIMBLE GROUP, INC., located at
      805
      3rd
      Avenue,
      15th
      Floor,
      New York, New York 10022, herein known as “Client.”

    


    R
      E C I T A L S

    


    WHEREAS,
      USMS, Global Payments, Inc., HSBC Bank USA, N.A., and Client have entered into
      a
      Merchant Processing Agreement and Business Agreement dated September 7, 2005.
      

    


    WHEREAS,
      USMS and Client have entered into Merchant Processing Agreements for the
      processing of payments of Local and County government entities (“Government
      Entities”) for which Client is the Primary Merchant Account holder.


    


    WHEREAS,
      Client has agreed to be the Primary Merchant Account holder for said Government
      Entities.

    


    NOW
      THEREFORE, the purpose of this Agreement is to define the terms and conditions
      of both Parties arising from the fact that Client is Primary Merchant Account
      holder for Government Entities, as follows: 

    


    T
      E R M S A N D C O N D I T I O N S

    


    SECTION
      ONE: CLIENT DUTIES AND RESPONSIBILITIES.

    


    
      	1.0  	
              Authority:
                By submitting a Merchant Application on behalf of Government Entities,
                Client attests that it is authorized by Government Entities to enter
                into
                a Merchant Processing Agreement and Business Agreement on Government
                Entities’ behalf. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.1  	
              Account
                Applications:
                All Merchant Applications from Client on behalf Government Entities
                shall
                fall under the terms and conditions of this Multi-Location Primary
                Merchant Account Agreement as well as the Merchant Processing Agreement
                and Business Agreement in place with Client and USMS.. An account
                application will consist of a USMS Merchant Application filled out
                by
                Client, which indicates the DBA of the Government Entity, location
                information, equipment information, payment information for equipment,
                and
                DDA account information (if other than on Primary Merchant Account
                holder’s application). 

            


    

    


    
      	1.2  	
              Compliance:
                By entering into a Merchant Processing Agreement on behalf of Government
                Entities, Client accepts complete responsibility for Client and Government
                Entities to agree, abide and comply
                with:

            


    

    
      	 	 


    

    
      	(a)  	
              Terms
                and conditions of the Merchant Processing
                Agreement.

            


    

    
      	 	 


    

    
      	(b)  	
              Operating
                Regulations set forth by Card
                Associations.

            


    

    


    
      	1.3  	
              Deposits:
                Client acknowledges that all deposits as a result of Government Entities’
                card acceptance are deposited into a DDA account designated by Client.
                Client is responsible for prompt and accurate distribution of said
                deposits to Government Entities. USMS shall be indemnified and held
                harmless by Client and its Government Entities from any liability
                as a
                result of Client failing to distribute, or incorrectly distribute,
                deposits made into said DDA account by
                USMS.

            


    

    


    
      	1.4  	
              Fees:
                During any period of time in which this Agreement and Merchant Processing
                Agreement remains in full force and effect, Client is responsible
                for all
                rates and fees for Client’s and Government Entities’ merchant
                accounts,
                as
                set forth in the attached Schedule A, which is made a part of this
                Agreement. Client shall hold the compensation plan set forth in Schedule
                A
                in strict confidence. USMS may only amend Schedule A to reflect any
                increases or decreases in the direct costs that it is charged by
                its
                vendors, Visa, MasterCard and other similar entities.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.5  	
              Risk
                Management and Fraud:
                Client acknowledges that there is an inherent risk involved in handling
                bankcard transactions. Client acknowledges that it understands its
                responsibilities pertaining to all Chargebacks, Retrievals, ACH Rejects
                and other liabilities as outlined in the Merchant Processing Agreement
                for
                all Government Entities submitted to USMS. Client understands, as
                USMS
                makes deposits into its designated DDA account, and where Client
                is the
                Primary Merchant Account holder, that Clients shall be responsible
                for,
                and have funds available to cover, any Chargeback and Retrieval activity
                for any reason, inclusive of fraud, on any Government Entity merchant
                account.

            


    

    


    
      	1.6  	
              Collection
                of Fees:
                Client is responsible for the collection of any fees from Government
                Entities as a result of any agreements it has in place with Government
                Entities. In turn USMS shall collect fees directly from
                Client.

            


    

    


    
      	1.7  	
              Reports
                and Statements:
                Client shall be responsible for providing accurate statements, reports
                and
                accounting for all transaction activity and fees to Government
                Entities.

            


    

    


    
      	1.8  	
              Transaction
                Infrastructure:
                Client shall be responsible for the upkeep, maintenance and operations
                of
                its VeriFone Rapid Internet Transaction Authority server and Client’s
                NimBill product/service, its connectivity to POS devices and the
                Global
                East (NDC) platform and acknowledges that USMS does not offer technical
                support for this specific product. Since POS applications loaded
                onto the
                POS equipment by Client are proprietary to Client, USMS shall be
                held
                harmless from any difficulties or errors resulting from said terminal
                application, unless where this application was altered or loaded
                by USMS.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.9  	
              Application
                Support:
                Client shall be responsible for loading its proprietary POS terminal
                application into the equipment provided by USMS. Client shall provide
                USMS
                with a copy of its POS terminal application for the sake of USMS
                offering
                POS terminal support to Government Entities. Client will support
                USMS with
                this POS terminal application as
                needed.

            


    

    


    
      	1.10  	
              Supplies:
                Client acknowledges primary responsibility to provide Government
                Entities
                with supplies for its VeriFone terminals inclusive of paper rolls.
                USMS
                may provide such supplies on an emergency basis for which Client
                will be
                billed for supplies and shipping and handling costs as set forth
                in
                Schedule A of this agreement.

            


    

    


    
      	1.11  	
              Security
                of Information:
                Client agrees that Client will be certified, within reasonable time,
                by a
                third-party auditor who is endorsed by both Card Associations, to
                be in
                compliance with Visa’s Cardholder Information Security Program and
                MasterCard’s Site Data Protection programs (“CISP/SDP”). USMS shall be
                indemnified and held harmless by Client and its Government Entities
                from
                any liability as a result of any type of security breach suffered
                by, or
                caused by, Client or failure to pass a CISP/SDP audit. Any and all
                fines
                resulting from a security breach and/or non-compliance with CISP/SDP
                levied against USMS, Global Payments, Inc. and/or HSBC Bank USA,
                N.A. by
                the Card Associations and/or any of its Members shall be passed on
                to
                Client and Client shall be responsible for paying such
                fines.

            


    

    


    SECTION
      TWO: USMS DUTIES AND RESPONSIBILITIES.

    


    
      	2.0  	
              Processing
                Services:
                USMS will provide POS credit and debit card processing services to
                Client
                on behalf of Government Entities as outlined in the Merchant Processing
                Agreement. 

            


    

    


    
      	2.1  	
              Reports
                and Statements:
                USMS shall provide monthly processing statements for all Client and
                Government Entity processing activity and fees to Client.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.2  	
              Support:
                USMS shall provide access to customer service and terminal support
                twenty-four hours per day, seven days per week, as follows: USMS
                provides
                direct support from 7:00AM until 7:00PM Pacific Time Monday though
                Friday,
                during all other hours and days support shall be provided directly
                by
                Global Payments, Inc. which has complete access to information on
                authorizations, batch settlement and deposits. USMS shall provide
                first-level POS application support and Client shall act in accordance
                with paragraph 1.9 of this agreement. Client is responsible for obtaining
                a Class A certification for its proprietary POS terminal application
                in
                order for Global Payments, Inc. to provide technical support on said
                application.

            


    

    


    
      	2.3  	
              PIN
                Encryption:
                USMS shall provide the service of injecting Global East (NDC)
                PIN-encryption keys for Client for a fee set forth in Schedule A
                of this
                Agreement.

            


    

    


    
      	2.4  	
              Equipment:
                USMS shall provide POS terminal equipment for Government Entities
                and bill
                Client on a rental fee basis as set forth in Schedule A of this Agreement.
                Client is granted to keep an inventory of up to five (5) POS terminals
                that will be rented to Client by USMS. POS terminal equipment shall
                be
                provided without a loaded POS terminal application. Client shall
                be
                responsible for the payment of rental fees for all equipment it orders
                on
                behalf of Government Entities. If a Terminal Warranty Fee is charged
                by
                USMS to Client, USMS shall offer free replacement of defective equipment
                unless the equipment was damaged in a deliberate manner in which
                case
                Client shall be responsible for replacing said equipment either by
                purchasing equipment from USMS or other vendor it chooses to use.
                Client
                shall be responsible for returning rented equipment in order for
                USMS to
                cease billing of rental payments, inclusive of termination of this
                Agreement. In the event where Client cannot return equipment, Client
                shall
                be responsible for replacing lost equipment back to
                USMS.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      THREE: GENERAL

    


    
      	3.0  	
              Term:
                Unless otherwise terminated for cause, the term of this Agreement
                shall be
                for the duration of the Merchant Processing Agreement in place between
                all
                Parties as stated in the Recitals of this
                Agreement.

            


    

    


    
      	3.1  	
              Termination
                of Agreement:
                Either party may terminate this Agreement upon occurrence of a material
                breach of any of the provisions of this Agreement or associated Merchant
                Processing Agreement if such breach is not reasonably cured to the
                satisfaction of the offended party within thirty (30) days upon receipt
                of
                written notice of such breach. Termination of agreement shall not
                apply to
                the terms of any lease associated with this agreement.
                

            


    

    


    
      	3.2  	
              Notice:
                Any notice required pursuant to this Agreement shall be deemed valid
                if
                delivered through the following methods: certified mail-return receipt
                requested, and postage prepaid, facsimile with verification of
                transmission, or in overnight courier addressed as set forth
                below:

            


    

    


    
      	
              If
                to Client

            	 	
              If
                to USMS

            
	
              805
                3rd
                Avenue, 15th
                Floor

            	 	
              3125
                Skyway Court

            
	
              New
                York, NY 10022

            	 	
              Fremont,
                CA 94539

            
	
              Attn:
                

            	 	
              Attn:
                Cihat Zeyt

            


    

     

    
      	3.3  	
              Assignment:
                This Agreement may not be sold, assigned, transferred or pledged,
                in whole
                or in part, by Client without the express prior written consent of
                USMS,
                which consent shall not be unreasonably withheld. This clause shall
                not
                limit Client’s ability to transfer this agreement in the event of sale of
                Client’s business.

            


    

    


    
      	3.4  	
              Corresponding
                Agreements:
                Client acknowledges that this Agreement incorporates by reference
                all
                terms and conditions stated in the accompanying documents including
                but
                not limited to the Merchant Processing Agreement as provided HSBC
                Bank
                USA, N.A. or other such sponsoring member bank, as may be used to
                execute
                this agreement and the Merchant Application inclusive of the terms
                and
                conditions stated therein, and any other documents executed and referenced
                herein. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.5  	
              Waiver:
                Failure on the part of Client or USMS to exercise any rights or privileges
                granted to each shall not be construed as waiving any such rights,
                privileges, obligations, or duties, or as creating any custom contrary
                hereto. Any waiver of any right, privilege, obligation, or duty must
                be in
                writing, and if not in writing will not be binding in anyway. Any
                written
                waiver of any right, duty, or obligation by Client or USMS shall
                not
                operate beyond its term.

            


    

     

    
      	3.6  	
              Governing
                Law; Consent to Jurisdiction: This
                Agreement shall be governed by, interpreted and construed in all
                respects
                in accordance with and under the laws of the State of California.
                The
                Parties hereto agree that, with respect to any claim arising out
                of this
                Agreement, such claims shall be submitted for dispute resolution
                in the
                County of Alameda, State of California. In such case the prevailing
                party
                shall be entitled to reimbursement of court costs and attorney’s fees as
                adjudicated in any such proceeding.

            


    

    


    
      	3.7  	
              Force
                Majeure:
                Client agrees that USMS will not be liable for any loss, expense
                or cost
                incurred by Client, any Affiliate or Customer of Client or any other
                person or entity resulting from the failure of USMS to perform under
                this
                Agreement due to causes beyond the reasonable control of USMS, including,
                but not limited to; war, fire, earthquakes, acts of God, power failures,
                Government priorities, labor stoppage, ill employees, supplier failure
                to
                deliver or delay products or services, civil disorder, or breakdown
                or
                malfunction of utilities, communication systems, machinery, transportation
                facilities or other systems of any nature, provided, however, that
                USMS
                shall, take all reasonable, practical and necessary steps in such
                event or
                events to affect prompt resumption of performance
                hereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.8  	
              Severability: Any
                finding by a court of competent jurisdiction of the invalidity of
                any part
                of this Agreement shall not affect the validity of any of the remaining
                provisions of this Agreement.

            


    

    


    
      	3.9  	
              Entire
                Agreement:
                This Agreement and other agreements referenced herein constitute
                the
                entire Agreement between USMS and Client. No modification or amendments
                to
                this Agreement shall be effective until it is set forth in writing,
                executed by the Parties and attached as an amendment
                hereto.

            


    

    


    
      	3.10  	
              Agency:
                USMS is a registered agent of HSBC Bank USA, N.A. and Global Payments,
                Inc. and acts accordingly in this
                Agreement.

            


    

     

    The
      above
      stated terms and responsibilities are entered into freely as represented by
      Parties signatures below.

    


    
      	
              Nimble
                Group, Inc.:

            	 	
              US
                Merchant Systems, LLC:

            
	 	 	 
	
              By:
                /s/
                John A. Cook

            	 	
              By:
                ___________________________

            
	
              
                

              

              Date:
                July 1, 2006

            	 	
              Date:
                __________________________

            
	
              Print
                Name: John A. Cook

            	 	
              Print
                Name: Cihat Zeyt

            
	
              Title:
                Controller

            	 	
              Title:
                COO