ex101.htm


    


    EXHIBIT
      10

    SUMMARY
      OF PROPOSED TERMS

    for
      an

    ACQUISITION

    of

    PAIVIS,
      CORP.

    


    


    The
      following binding term sheet (the “Term Sheet”) summarizes the principal terms
      with respect to a potential tax free reorganization via a triangular
      merger.

    


    
      	
              Parties:

            	
              Paivis
                Corp., an existing public Trustcash (the “Trustcash”
                or  "Paivis") listed on the OTC Bulletin Board, domiciled in
                Nevada, and current in its SEC filings, which business is outlined
                in
                schedule A; and Trustcash Holdings, Inc., an existing public Trustcash
                (“Trustcash”) listed on the OTC Bulletin Board, domiciled in Nevada, and
                current on its SEC filings which business is outlined in schedule
                B.

            


    

    


    
      	
              Closing:

            	
              As
                soon as practicable (the "Closing"), subject to the conditions to
                closing
                set forth below; no later than November 30, 2007, subject to
                extension by mutual agreement of the
                Parties.

            


    

    


    Purchase
      Price

    
      	
              and
                Share Issuance:

            	
            


    

    
      	
               

            	
              
                Trustcash
                  at Closing shall purchase 100 percent (100%) of the issued and
                  outstanding
                  common shares of Paivis on a share for share basis of $1.30 per
                  share
                  subject to an independent price evaluation of Paivis, in the equivalent
                  of
                  Trustcash Preferred Shares. The rights and preferences of the Preferred
                  Shares are to be determined as Closing, will include but not be
                  limited to
                  1) a mandatory annual Dividend provision and; 2) registration rights;
                  and.

              

            


    

    


    Trustcash
      at Closing shall purchase 100 percent (100%) of the issued and outstanding
      Paivis Preferred Series A on a share for share basis by issuing to the Preferred
      Series A shareholders of Paivis, 250,000 Preferred Series B shares of Trustcash
      with designated rights identical to the designated rights of the Paivis
      Preferred Series A (currently there are 250,000 shares of Paivis, Series A
      issued and outstanding); and

    


    Trustcash
      at Closing shall purchase 100 percent (100%) of the issued and outstanding
      Paivis Preferred Series B on a share for share basis by issuing to the Preferred
      Series B shareholders of Paivis, Preferred Series C shares of Trustcash
      identical to the designated rights of the Paivis Preferred Series B (currently
      there are 3,075,000 shares of Paivis, Series A issued and outstanding);
      and

    


    Trustcash
      at Closing shall purchase 100 percent (100%) of the issued and outstanding
      Paivis Preferred Series D on a share for share basis by issuing to the Preferred
      Series D shareholders of Paivis, 1,266,667 Preferred Series E identical to
      the
      designated rights of the Paivis Preferred Series D (currently there are
      1,266,667 shares of Paivis, Series D reserved for issuance)

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
      	
              Conditions
                Precedent:

            	
            


    

    


    Mutual
      completion of legal and financial due diligence to the satisfaction of Trustcash
      and Paivis (collectively the “Merging Companies”), including disclosure of all
      pending material agreements, contracts and liabilities.

     

    Trustcash
      and Paivis being current in their filings under the
      Securities Exchange Act of 1934.

    


    Balance
      Sheet, including liabilities, of each Merging Trustcash to be satisfactory
      to
      the other.

    


    No
      material adverse change existing or pending.

    


    Paivis
      will have entered into definitive purchase agreements with Detroit Phone Cards,
      Inc. and AAAA Media Services, Ltd., which businesses are outlined on Schedule
      C
      and D.

    


    An
      equity
      or debt financing to Trustcash of Six Million Dollars ($6,000,000).

    


    Trustcash
      to make application, as soon as practicable, to list its Common and Preferred
      Shares for trading on a senior exchange.

    
      


      
        	
                Governing
                  Law:

              	
                This
                  Term Sheet shall be governed by and construed in accordance with
                  the laws
                  of the State of New York without regard to choice of law provisions
                  thereof.

              


      

      
        


        
          	
                  
                    No
                      Shop Agreement:

                  

                	
                  
                    Upon
                      Acceptance of this term sheet, neither the Trustcash nor its
                      shareholders,
                      affiliates, management or agents shall solicit other potential
                      investors
                      nor engage in any discussions or execute any agreements related
                      to the
                      sale or transfer of a significant portion of the Trustcash’s assets or
                      securities to any other party until the earlier of the signing
                      of
                      definitive documents memorializing the provisions herein or
                      October 15,
                      2007, subject to extension by mutual agreement of the
                      parties.  Should both parties agree in writing that definitive
                      documents shall not be executed pursuant to this term sheet,
                      and then the
                      Trustcash shall have no further obligations under this
                      section.

                  

                


        

        
          


          
            	
                    
                      Expenses
                        and Legal Fees:

                    

                  	
                    
                      Whether
                        or not the Exchange is consummated, each Party hereto will
                        bear their own
                        respective expenses, including legal, auditing, accounting
                        and
                        professional fees, incurred in connection with the Exchange
                        or any of the
                        other transactions contemplated hereby accept as agreed upon
                        herein or in
                        separate agreement or understanding reached by the Merging
                        Companies.

                    

                  


          

           

        

      

    

    
      	
              By:

            	
              
                /s/
                  Greg Moss

                 

              

            	 	
              Date:

            	
              
                October
                  5, 2007

                 

              

            
	 	
              Name:
                Greg Moss

              President,
                Trustcash Holdings Inc.,

            	 	 	 
	
               

              By:

            	
              
                 

                /s/
                  Edwin Kwong

                 

              

            	 	
               

              Date:

            	
              
                 

                October
                  5, 2007

                 

              

            
	 	
              Name:
                Edwin Kwong

              President,
                Paivis, Corp.

               

            	 	 	 


    

    


    
      
        
        

      

      
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    Schedule
      A

    


    PAIVIS,
      CORP

    


    Summary

    


    Paivis,
      Corp. is a wholesale telecommunications carrier that sells prepaid
      "point-of-sale activated" and live cards. Paivis generates its revenues through
      the sale of prepaid calling cards and wireless services, and international
      wholesale termination. Products are sold at over 7500 locations throughout
      many
      of the country's major retail outlets, including Duane Reade, 7-Eleven, and
      Chevron.

    


    CORPORATE
      DETAILS

    


    


    State
      of
      Incorporation:                                                                                     Nevada

    


    Date
      of
      Incorporation:                                                                                      1999

    


    Filing
      Status with the
      SEC:                                                                               Fully
      reporting

    


    Status
      of
      10-Ks &
Qs                                                                                         Current

    


    Number
      of
      Common Shares
      Authorized:                                                         125,000,000

    


    Par
      Value
      of Common
      Shares:                                                                           $0.0002

    


    
      	
              Common
                Shares Issued & Outstanding:

            	
              42,385,068
                (as of June 30, 2007 10QSB)

            


    

    


    Number
      of
      Preferred Shares
      Authorized:                                                         15,000,000

    


    Par
      Value
      of Preferred
      Shares:                                                                            $.0002

    


    Number
      of
      Preferred Shares
      Issued:                                                                  3,000,750

    


    Derivative
      Securities (Warrants, Options,
      etc.):                                             2,450,000
      (Warrants)

    


    Subsidiaries:                                                                                                          
      3

    


    Symbol:                                                                                                                
      PAVC

    


    


    


    
      
        
        

      

      
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    Schedule
      B

    


    TRUSTCASH
      HOLDING INC.

    


    Summary

    


    Through
      its Trustcash brand and website www.trustcash.com, the Trustcash is a pioneer
      of
      anonymous payment systems for the internet. It developed a business based on
      the
      sale of a stored value card (both virtual and physical) that can be used by
      consumers to make secure and anonymous purchases on the internet without
      disclosing their credit card or personal information. Trustcash provides to
      its
      customers the "Trustcash" payment card, which is sold in denominations ranging
      from $10 to $200 either online, through any of over 500 websites, or at over
      50,000 retail locations in the United States via MoneyGram. Trustcash's
      non-reloadable, virtual Trustcash card is the only "stored value card" that
      can
      be purchased where no personal data is stored or available, providing a unique
      level of both security and privacy to the purchaser.

    


    CORPORATE
      DETAILS

    


    


    State
      of
      Incorporation:                                                                                                Delaware

    


    Date
      of
      Incorporation:                                                                                                 2000

    


    Filing
      Status with the
      SEC:                                                                                         Fully
      reporting

    


    Status
      of
      10-K’s &
Q’s                                                                                                Current

    


    Number
      of
      Common Shares
      Authorized:                                                                  350,000,000

    


    Par
      Value
      of Common
      Shares:                                                                                     $0.001

    


    Common
      Shares Issued &
Outstanding:                                                                   77,549,139

    


    Number
      of
      Preferred Shares
      Authorized:                                                                   50,000,000

    


    Par
      Value
      of Preferred
      Shares:                                                                                      $.001

    


    Number
      of
      Preferred Shares
      Issued:                                                                           0

    


    Derivative
      Securities (Warrants, Options,
      etc.):                                                       0

    


    Subsidiaries:                                                                                                                  
      1

    


    Symbol:                                                                                                                         
       TCHH

    


    


    
      
        
        

      

      
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    Schedule
      C

    


    DETROIT
      PHONE CARDS INC.

    


    Summary*

    


    Headquartered
      in Dearborn, MI. Detroit Phone Card, Inc. (DPC) was established in September
      1,
      1997. Currently, DPC’s prepaid wireless and calling card products reach
      consumers through more than 2,000 locations nationwide.

    


    DPC’
      serves more than 30,000 wireless customers and generates over 50 million network
      minutes per month. DPC employs a team of 30 people and has customer service
      representatives are available 12 hours a day, with an automated system also
      available 24 hours a day.

    


    DPC
      was
      founded with the intent of distributing phone cards products in Michigan. DPC
      sells international calling cards and cell phone products through
      telecommunications specialty stores and through a retail store in Dearborn
      Michigan.

    


    DPC
      is
      privately held and DPC generates approximately $30,000,000 (unaudited) annually
      from prepaid cellular phone revenue and the sale and distribution of prepaid
      long distance cards.

    


    DPC
      sells
      annually more than 50,000 phones and processes more than 50,000 consumer
      wireless service subscription activations.

    


    DPC
      serves as a critical intermediary between wireless carriers and independent
      retailers.

    With
      offices, infrastructure and master dealers force throughout the United States
      DPC facilitates the distribution of wireless products and services for specific
      carriers and manufacturers such as Sprint Nextel, Verizon Wireless, Boost Mobile
      and T-Mobile.

    


    On
      March
      15, 2006 Get Mobile Inc. a subsidiary of DPC acquired its first GSM (Global
      System for Mobile communications) license in Bozeman, Montana.

    


    DPC
      plans
      to offer an unlimited local and U.S. long distance service in Bozeman, MT,
      and
      unlimited use of multiple calling features and messaging services.

    


    


    *All
      of
      the information above has been provided by DPC.

    


    
      
        
        

      

      
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    Schedule
      D

    


    AAAA
      MEDIA SERVICES INC.

    


    Summary*

    


    AAAA
      Media Service (“A4” or the “Company”) is a leader in the wholesale and retail
      distribution of prepaid wireless services. Headquartered in Atlanta Georgia,
      A4
      has developed a nationwide distribution network that comprises of Wholesalers,
      Jobbers and direct retail establishments.

    


    A4
      was
      founded in January 2001 Virasack Tiger Athakhanh with the intent of distributing
      wireless phone cards products in Georgia. The Company distributes three main
      lines: T-Mobile, Boost and AT&T and sells them to telecommunications
      specialty stores and through a retail stores. The Company has grown into one
      of
      the largest wireless calling card distributors in the US.

    


    A4
      is a
      leader in the consumer Products and Prepaid Wireless Telecommunications setting
      the standard by which competition gauges growth and marketing
      innovation.   Through the main office located in Atlanta, Georgia
      (Headquarters), A4, sells 36,000,000 (unaudited) annually from the sale and
      distribution of prepaid wireless products.A4 serves as a critical intermediary
      between wireless carriers and independent retailers. Ultimately this large
      retail network made up of independent wireless dealers serves the wireless
      consumer and business user.

    


    With
      offices, infrastructure and master dealers force throughout the United States
      A4
      facilitates the distribution of wireless products and services for specific
      carriers and manufacturers such as Sprint Nextel, Verizon Wireless, Boost Mobile
      and T-Mobile.

    


    AAAA
      Media Services, Inc. is a privately owned company that provides an unrivaled,
      national distribution and sales footprint. A4’s extensive product and service
      offerings include postpaid, prepaid, PIN, fulfillment, distribution, and
      hardware and accessories.

    


    A4’s
      epitomizes the entrepreneurial spirit-a driven team of individuals focused
      on
      filling a need in the marketplace and serving customers to the highest level
      of
      satisfaction.

    


    A4’s
      multi level relationship with carriers, suppliers and retailers allows them
      to
      provide retailers the most competitive margins in the business.

    


    


    Mission
      Statement

    


    The
      mission of the Company is to become the premier provider of pre-paid wireless
      products and services in the United States. The Company is dedicated to having
      a
      long-term relationship with our carriers, suppliers and retailers. The one
      quality that sets the Company above the rest is our unmatched support and
      service to all levels through our distribution network.

    


    *All
      of
      the information above has been provided by A4

    


    


    
      
        
        

      

      
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