Exhibit
      10.1

    


    (Certain
      terms related to pricing indicated by ** in Exhibit 10.1 have been omitted
      and
      filed separately with the Securities and Exchange Commission pursuant to a
      request for confidential treatment under Rule 24b-2 of the Securities Exchange
      Act of 1934.)

    


    CASHLYNKÒ 

    PROCESSING
      ONLY MASTER CLIENT AGREEMENT

     

    This
      CashLynk Processing Only Master Client Agreement (“Agreement”) is entered into
      this 29th day of March, 2006, by and between RBS Lynk
      Incorporated,
      a
      Georgia corporation having its offices at 600 Morgan Falls Road, Suite 260,
      Atlanta, Georgia 30350 (hereinafter “RBS Lynk”), and Ready
      Credit Corporation, Inc.
      a Nevada
      corporation having its principal offices at 800 Nicollet Mall, Suite 2690
      Minneapolis, MN 55402 (hereinafter "Client”). RBS Lynk and Client hereinafter
      may be referred to as a “Party” and collectively as the “Parties”.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      RBS
      Lynk is a certified Card Processor with the Card Associations and provides
      Host
      Based Stored Value (HBSV) card issuing programs (each individual application
      a
“Program”) through its Prepaid Products Division (the "Services");
      and

    


    WHEREAS,
      Client
      desires to utilize the Services pursuant to the terms and conditions hereof;
      and

    


    WHEREAS,
      the
      Services are affected hereunder through an arrangement between RBS Lynk,
      Client’s designated Sponsor bank (the “Bank”),
      the
      Client and its Cardholders. The Client will use the Bank’s BIN and will
      distribute by wire transfer or collected funds (in United States Dollars and
      from a United States chartered bank) to an account at the Bank (the
“Client
      Account”),
      any
      funds, due to the Cardholders. 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein set forth,
      qualification fees and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Parties hereto agree as
      follows;

    


    


    ARTICLE
      I

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

    


    Section
      1.1. 
Representations
      and Warranties of RBS Lynk. 

    RBS
      Lynk
      represents and warrants to, and covenants with, the Client
      that, as
      of the date hereof, and throughout the term of this Agreement,
      that:

    


    (i) RBS
      Lynk
      is duly organized, validly existing and in good standing as a corporation under
      the laws of the State of Georgia and is or will be qualified to transact
      business in each jurisdiction where it is required to be qualified as a foreign
      corporation, except where such qualification is not required or where the
      failure to be so qualified or remain in good standing would not have a material
      adverse effect upon RBS Lynk or the ability of RBS Lynk to perform its
      obligations hereunder;

    


    (ii) RBS
      Lynk
      has the full corporate power and authority to enter into, deliver and perform
      this Agreement and to enter into and consummate all transactions contemplated
      by
      this Agreement, and assuming the due authorization, acceptance and delivery
      by
      the other Party hereto, this Agreement constitutes a legal, valid and binding
      obligation of RBS Lynk, enforceable against it in accordance with its terms,
      except as enforceability may be limited by bankruptcy, conservatorship,
      receivership, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors’ rights generally and by general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in equity
      or at law;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii) The
      transactions contemplated by this Agreement and the performance by RBS Lynk
      of
      its obligations hereunder are in the ordinary course of RBS Lynk’s business, and
      the acceptance, delivery and performance of this Agreement and the transactions
      contemplated herein have been duly approved by resolutions of the Board of
      Directors of RBS Lynk or an appropriate and duly authorized committee thereof,
      and such resolutions and this Agreement shall be maintained continuously as
      official records of RBS Lynk;

    


    (iv) Neither
      the acceptance and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, nor the fulfillment of or compliance with
      the
      terms and conditions of this Agreement, will conflict with or result in a breach
      of any of the terms, conditions or provisions of RBS Lynk’s articles of
      incorporation or by-laws or any indenture, agreement or instrument to which
      RBS
      Lynk is now a Party or by which it is bound, or constitute a default (whether
      with notice, the lapse of time, or both) or result in an acceleration under
      any
      of the foregoing, or result in the violation of any law to which RBS Lynk is
      subject;

    


    (v) There
      is
      no litigation or other proceedings pending or, to RBS Lynk’s knowledge,
      threatened, which seeks to enjoin or prohibit the acceptance, delivery or
      enforceability of this Agreement, or which questions the ability of RBS Lynk
      to
      perform its duties and obligations in accordance with the terms hereof, or
      which
      is likely to have a material adverse effect on the financial condition of RBS
      Lynk; and

    


    (vi)
       No
      consent, approval, authorization or order of any governmental or regulatory
      authority is required for the acceptance, delivery and performance by RBS Lynk
      of or compliance by RBS Lynk with this Agreement or the consummation of the
      transactions contemplated by this Agreement.

    


    Section
      1.2. 
Representations
      and Warranties of the Client.

    The
      Client
      represents and warrants to, and covenants with, RBS Lynk, as of the date hereof,
      and throughout the term of this Agreement, that:

    


    (i) The
      Client
      is duly
      organized, validly existing and in good standing as a recognized business
      organization and is or will be qualified to transact business in each
      jurisdiction where it is required to be qualified as a foreign business
      organization, except where such qualification is not required or where the
      failure to be so qualified or remain in good standing would not have a material
      adverse effect upon the Client
      or the
      ability of the Client
      to
      perform its obligations hereunder;

    


    (ii) The
      Client
      has the
      full corporate power and authority to enter into, deliver and perform this
      Agreement and to enter into and consummate all transactions contemplated by
      this
      Agreement, and assuming the due authorization, acceptance and delivery by the
      other Party hereto, this Agreement constitutes a legal, valid and binding
      obligation of the Client,
      enforceable against it in accordance with its terms, except as enforceability
      may be limited by bankruptcy, conservatorship, receivership, insolvency,
      reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity, regardless of whether
      such
      enforcement is considered in a proceeding in equity or at law;

    


    (iii) The
      transactions contemplated by this Agreement and the performance by the
Client
      of its
      obligations hereunder and the acceptance, delivery and performance of this
      Agreement and the transactions contemplated herein have been duly approved
      by
      resolutions of the Board of Directors of the Client
      or an
      appropriate and duly authorized committee thereof, and such resolutions and
      this
      Agreement shall be maintained continuously as official records of the
Client;

    


    (iv) Neither
      the acceptance and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, nor the fulfillment of or compliance with
      the
      terms and conditions of this Agreement, will conflict with or result in a breach
      of any of the terms, conditions or provisions of the Client’s
      articles of association, charter or by-laws or any indenture, agreement or
      instrument to which the Client
      is now a
      Party or by which it is bound, or constitute a default (whether with notice,
      the
      lapse of time, or both) or result in an acceleration under any of the foregoing,
      or result in the violation of any law to which the Client
      is
      subject;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (v) There
      is
      no litigation or other proceedings pending or, to the Client’s
      knowledge, threatened, which seeks to enjoin or prohibit the acceptance,
      delivery or enforceability of this Agreement, or which questions the ability
      of
      the Client
      to
      perform its duties and obligations in accordance with the terms hereof, or
      which
      is likely to have a material adverse effect on the financial condition of
Client;
      

    


    (vi) No
      consent, approval, authorization or order of any governmental or regulatory
      authority is required for the acceptance, delivery and performance by the Client
      of, or compliance by the Client with, this Agreement or the consummation of
      the
      transactions contemplated by this Agreement;

    


    (vii) Client
      acknowledges and agrees that all Client added value client card issuing and
      processing services provided to the client shall be provided directly by Client
      and not through any subordinate Client or intermediary unless Processor gives
      its express written consent on terms and conditions prescribed by
      Processor;

    


    (viii) Client
      will provide trained sales and Client service personnel for assisting Clients
      and Cardholders with usual and customary support requests and referral of
      exception service related questions to Processor;

    


    (ix) Client
      shall be responsible for exception processing as defined by Regulation E.
      Exception Processing is defined as those specific issuer responsibilities for
      cardholder services defined by Regulation E. The Client may obtain information
      from the CashLynk system to perform such requirements. Generally these include
      the following:

    


    
      	 	
              ·

            	
              Reporting
                of a lost or stolen card. It is required that the issuer provides
                an
                address and/or phone number in the cardholder disclosure for this
                purpose.

            


    

    
      	 	
              ·

            	
              A
                request for a copy of a transaction record. It is required that the
                issuer
                provides an address and/or telephone number for a cardholder to request
                a
                copy of a specific transaction
                record.

            


    

    
      	 	
              ·

            	
              A
                transaction dispute. It is required that the issuer provides an address
                and/or telephone number for a cardholder to contact the issuer for
                the
                purpose of disputing a specific
                transaction.

            


    

    


    Additionally,
      Regulation E prescribes specific actions and timeframes with which an issuer
      must comply.

    


    (x) Client
      acknowledges that its employees and agents are prohibited from making
      contractual commitments for Processor;

    


    (xi) Client
      expressly acknowledges that it does not and will not in the future claim status
      (unless factually true) as a subsidiary, division or department of Processor,
      any debit authorization network, credit card issuer, debit card issuer, bank,
      electronic transaction switching company, terminal manufacturer, Processor
      or to
      make any other representation of status inconsistent with the terms and
      conditions of this Agreement;

    


    (xii) Client
      acknowledges that RBS Lynk, pursuant to its duties and responsibilities to
      Bank(s), reserves the unilateral right to terminate Services to any of the
      Client’s clients at any time without notice if such termination is based upon a
      good-faith judgment on the part of Processor or Bank risk management personnel
      (whether in fact true) that a Client (a) is engaging in fraudulent transaction
      activity; (b) is experiencing adverse changes in business circumstances which
      are determined to jeopardize settlement of transaction activity or fulfillment
      of financial obligations to Processor or Bank; or (c) is in jeopardy of entering
      into bankruptcy or receivership (voluntary or involuntary), as such circumstance
      may be defined in Client ’s applicable jurisdiction;

    


    (xiii) Client
      shall be responsible for all expenses incurred in the day-to-day conduct of
      Client’s business including, but not limited to, operating and selling expenses.


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

    PROGRAM
      APPLICATIONS

    


    Section
      2.1. 
General.

    With
      respect to each Program that Client desires to make available to prospective
      and
      existing Cardholders,, Client and RBS Lynk shall from time to time establish
      a
      Program Application. Each Program Application shall set forth the specific
      details and objectives of that particular Program and all fees associated
      therewith. It is expressly understood that both Client and RBS Lynk shall
      execute all Program Applications as a prerequisite to implementation by RBS
      Lynk. All executed Program Applications shall be attached hereto as an Exhibit
      "A" in numerical sequence as applicable (i.e. first Program Application shall
      be
      identified as Exhibit "A-1", the second "A-2" and so on). Client expressly
      acknowledges that any unauthorized use of the CashLynkÒServices,
      including a use not specifically provided and approved by RBS Lynk for in a
      Program Application, is grounds for immediate termination of all Programs and
      this Agreement by RBS Lynk. Client further acknowledges that modifications
      to
      this Agreement, to a Program or to a Card design may be necessary according
      to
      the laws of the state in which each Program is to be implemented or is governed
      by or any other laws, rules or regulations relating to the Service.

    


    Initially
      and for each subsequent Program that Client wishes to utilize the Service under
      this Agreement, Client shall submit a completed Program Application containing
      all relevant information required by RBS Lynk, Bank and Card Associations and
      which shall state the intent, purpose and details of the use of the Services
      contemplated under such Program (a "Program Application").

    


    Section
      2.2. 
Amendment.

    RBS
      Lynk
      may from time to time and at any time amend the Program Application, and the
      Client agrees to be bound thereby; provided,
      however,
      that RBS
      Lynk shall give the Client, with respect to the Service written notice of such
      change(s) at least thirty (30) days prior to their effective date, and, that,
      during such notice period, the Client may terminate this Agreement without
      penalty by so notifying RBS Lynk in writing.

    


    Section
      2.3. 
Relationship
      of this Agreement to the Program Application.

    Each
      Program Application established between RBS Lynk and the Client and executed
      by
      both Parties shall be incorporated into and made a part of this Agreement.
      In
      the event that the provisions of any Program Application are inconsistent,
      contrary or in addition to the provisions of this Agreement, the provisions
      of
      the applicable Program Application shall govern, with respect to the subject
      matter of such Program Application.

    


    Section
      2.4  
CashLynk
      Program Acceptance.

    Under
      rules of the Banks and Card Associations, it is the duty and obligation of
      RBS
      Lynk and the Bank to judge the appropriateness or suitability of all proposed
      implementations of the Services. The Card Associations, RBS Lynk and Bank
      reserve the unconditional right to refuse implementation of any proposed Client
      Program Application. RBS Lynk will provide prompt notice to Client if any
      proposed Program Application is deemed inappropriate or unsuitable in accordance
      with Bank, Card Association and/or RBS Lynk Program guidelines.

    


    Section
      2.5  
Approval
      Time. 

    RBS
      Lynk
      agrees to use its best efforts to provide approvals on Program Applications
      which meet its criteria within ten (10) business days of submission of all
      required information and to notify Client promptly of such decision.
      Notwithstanding the foregoing, certain implementations will require applicable
      Card Association and Bank approval. 

    


    Section
      2.6              
      Approval.

    Upon
      RBS
      Lynk, Bank and Card Association approval, RBS Lynk will enable the Services
      to
      be provided under the particular Program Application and authorize Client to
      commence with card ordering, issuing and funding. Initially and for each
      subsequent Program that Client wishes to support under this Agreement, Client
      shall submit a completed application containing all relevant information
      required by RBS Lynk, Bank and Card Associations and which shall state the
      intent, purpose and details of the use of the Services contemplated under such
      Program. Additionally, it is the sole responsibility of the Client to qualify
      prospective clients to ensure that they are in a satisfactory financial
      position. A periodic review of the Client's financial statements as filed with
      the SEC will be conducted to guarantee that they are able to meet their current
      and future financial obligations.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    ARTICLE
      III

    AVAILABILITY
      AND ENROLLMENT

    


    Section
      3.1. 
Distribution
      of Enrollment Materials.

    The
      Client shall, if applicable, deliver to each prospective Cardholder who enrolls
      in a Program a set of instructional materials (the “Enrollment Materials”) for
      the Program in which the prospective Cardholder elects to participate.


    


    Section
      3.2. 
Responsibility
      for Enrollment Materials.

    The
      Client shall maintain and store securely all Enrollment Materials, including
      inventories of Cards prior to their distribution and shall be responsible for
      the cost of replacing any Enrollment Materials and Cards that have been tampered
      with, destroyed, misused, or compromised in any way. The Client shall notify
      RBS
      Lynk immediately by telephone or facsimile of any lost, misplaced or stolen
      Cards and shall be responsible for the unauthorized or fraudulent use thereof
      until such time as RBS Lynk receives such notification. The Client understands
      and acknowledges that any use or reproduction of applicable debit network,
      Card
      Association marks must be in strict compliance with applicable standards
      therefore and that Client must obtain the written approval of Bank prior to
      any
      use thereof. Client further agrees to indemnify and save RBS Lynk harmless
      against any fines, claims or actions involving Client’s unauthorized or
      non-compliant use of such marks. 

    


    


    ARTICLE
      IV

    THE
      CLIENT ACCOUNT

    


    Section
      4.1. 
Maintenance
      of Client Account at Bank.

    Client
      shall, at all times during the effectiveness of this Agreement maintain a
      deposit account (the “Client
      Account”)
      at a
      Sponsor Bank designated by Client. 

    


    Section
      4.2. 
Relocation
      of the Client Account.
      

    In
      the
      event that Client elects to provide Services through another financial
      institution, Client shall relocate the Client Account to such new bank;
provided,
      however,
      that RBS
      Lynk received written notice by the Client ninety (90) days prior to the
      effective date of such change, which notice shall set forth (i) the identity
      of
      the new Sponsor Bank, (ii) the new account information and wiring instructions
      for delivering funds to the new Sponsor Bank, (iii) and the effective date
      of
      the change, at which time the Client shall commence depositing all funds to
      such
      new account at the new Sponsor Bank. RBS Lynk reserves the right to charge
      a fee
      for the relocation of the Client Account.

    


    


    ARTICLE
      V

    DEPOSITS
      TO THE ACCOUNT

    


    Section
      5.1. 
Initial
      Deposit; Reserve Fund.

    Client
      shall deposit to the designated Client Account, via irrevocable wire transfer,
      an initial deposit set forth on the Program Application as “reserve funds” (the
“Reserve Funds”). The Reserve Funds shall be held in the Client Account to
      cover, inter
      alia,
      potential overdrafts, floor limits, fee obligations resulting from additional
      un-forecasted transaction volume on Cards, Card Usage Risks (as more fully
      described in Section 7.5 hereof) and for any other undisputed obligation to
      RBS
      Lynk created by a Program, its termination or other events, and RBS Lynk is
      hereby granted a right of set-off to apply any Reserve Funds to any unpaid
      obligations of Client to RBS Lynk.

    


    In
      the
      event that RBS Lynk applies, or exercises any right of set-off against, the
      Reserve Funds, RBS Lynk shall, within five (5) business days notify the Client
      of the reason for, and the amount of, such application. Within two (2) business
      days of such notification, the Client shall re-deposit to the Client Account,
      via wire transfer, an amount of funds necessary to restore the Reserve Fund
      to
      its required level. RBS Lynk may, from time to time, increase the amount of
      the
      Reserve Funds required by notifying the Client in writing of such increase
      and
      the reason therefore; provided,
      however,
      that RBS
      Lynk shall give the Client written notice of such increase at least thirty
      (30)
      days prior to its effective date, and that, during such notice period, the
      Client may terminate this Agreement without penalty by so notifying RBS Lynk
      in
      writing. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      5.2. 
Regular
      Deposits.

    The
      Client shall promptly deposit in the designated Client Account, by timely,
      irrevocable wire transfer or collected funds (in United States Dollars and
      from
      a United States chartered bank), all Program funds due to its Cardholders,
      including as applicable and without limitation, wages, salaries, bonuses,
      reimbursements, incentives, promotional funds and estimated Client paid fees.
      With respect to each transfer of funds by the Client to Client Account, Client
      shall deliver to RBS Lynk in the specified format, as set forth in the Program
      Application, data identifying the amount of such funds attributable to each
      Cardholder (“Disbursement Detail”).

    


    Client
      acknowledges that Cardholders shall have access only to those funds held in
      the
      Client Account on their behalf, and that the Service under a Program will be
      made available to them only to the extent that adequate funds are available
      in
      the Client Account. RBS Lynk shall be liable to Cardholders only to the extent
      that Client funds for such Cardholders have been advanced to the Client Account
      and Client has provided Disbursement Detail to RBS Lynk. RBS Lynk shall have
      no
      obligation to provide the Service, or to make any funds available, to
      Cardholders with respect to whom inadequate funds are held in the Client Account
      or for whom Disbursement Detail is not delivered by Client.

    


    Section
      5.3. 
Maintenance
      of Subaccount Entries for Each Cardholder.

    The
      Client Account shall be controlled by RBS Lynk exclusively on behalf of all
      Cardholders, and RBS Lynk shall maintain individual entries in its system
      reconciled to amounts in the Client Account for each Cardholder; each a
“Subaccount”. If applicable, it is the responsibility of the Client to provide
      confidential Cardholder information, such as Cardholder name and other
      individual Subaccount information needed for these records. Each such Subaccount
      entry shall accurately reflect the amount of funds in the Client Account that
      are attributable to, and held on behalf of, each particular
      Cardholder.

    


    Section
      5.4. 
Employee
      Payroll and Other Matters.

    The
      Client shall be solely responsible for compliance with all federal, state and
      local laws, rules and regulations relating to payroll, compensation and
      employment matters (if applicable), including, without limitation, (i) proper
      withholding and timely remittance of any and all taxes related thereto, and
      (ii)
      the timely delivery of payment stubs and similar payroll information to
      Cardholders setting forth all required information.

    


    Section
      5.5. 
Withdrawal.

    RBS
      Lynk
      shall have sole authority to withdraw the Reserve Funds or any other funds
      from
      the Client Account in accordance with and pursuant to the terms and conditions
      of this Agreement and all applicable Program Applications
      hereunder.

     

    ARTICLE
      VI

    CARDHOLDER
      SERVICES

    


    Section
      6.1. 
Cardholder
      Services Fee Schedule.

    With
      respect to each Program, Client shall prepare a Cardholder Services Fee Schedule
      which sets forth the Program details (the “Cardholder
      Services”)
      that
      the Client, will make available to the Cardholders under that particular
      Program. The Cardholder Services Fee Schedule shall be made a part of each
      related Program Application.

    


    Section
      6.2. 
Fees
      for Cardholder Services.

    The
      fees
      for the Cardholder Services, at the discretion of the Client and outlined in
      the
      Program Application, may be borne by the Cardholders in the course of their
      use
      of the Cardholder Services, in accordance with the terms and conditions of
      the
      Cardholder Agreement and Disclosure to be made part of each related Program
      Application.

    


    Section
      6.3. 
Availability
      of Cardholder Services.

    The
      Services are available to the Cardholders only upon the terms and conditions
      set
      forth in the Cardholder Agreement and Disclosure, and only to the extent that
      the applicable Card has available in the requisite sub-account an amount of
      funds sufficient therefore and Disbursement Detail has been provided to RBS
      Lynk
      by Client.

    


    


    ARTICLE
      VII

    CLIENT
      RESPONSIBILITIES

    


    Section
      7.1. 
Comply
      with Laws
      and Obtain Bank Sponsorship.

    The
      Client
      is
      and shall be responsible for complying with all state and federal laws
      applicable to the Services. Client is responsible for obtaining and managing
      a
      relationship with its designated Sponsor Bank (the “Bank”) and is responsible
      for any fees associated with securing a BIN through that Sponsor Bank. The
      Client agrees to supply RBS Lynk with all relevant information concerning the
      Sponsor Bank and BIN to manage the Client’s prepaid programs. Client is
      responsible for all fees incurred by RBS Lynk as a result of conducting business
      through RBS Lynk’s system as described and agreed to in Schedule A hereto
      (Processing Services and Fees).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      7.2. 
Provide
      Cardholders with Enrollment Materials.

    The
      Client shall deliver or make available to each Cardholder that enrolls in each
      respective Program(s) a set of instructional materials (“Enrollment Materials”),
      pursuant to Section 3.2 and as more fully described in the respective Program
      Application. The Enrollment Materials will include the Cardholder Terms and
      Conditions and a Card. These materials must be approved in writing by the
      Sponsor Bank prior to Client’s delivery thereof to any Cardholders enrolled in a
      Program. 

    


    Section
      7.3. 
Comply
      with PIN Procedures.
      

    If
      applicable under a Program, the Client shall comply with RBS Lynk procedures
      regarding PIN issuance and take all reasonable precautions so that the only
      persons with appropriate authority learn or handle such PINs. These procedures
      shall be set forth in the Program Application.

    


    Section
      7.4. 
Assistance
      in Notifying Cardholders of Changes

    If
      applicable under a Program, to the extent that RBS Lynk amends the Cardholder
      Service Schedule, the Client shall be responsible for distributing proper and
      timely notification of such amendments to the Cardholders through an Amended
      Cardholder Terms and Conditions.

    


    Section
      7.5. 
Risk
      Allocation

    The
      Client acknowledges that the Services provided by RBS Lynk hereunder enable
      Cardholders to use Cards utilizing both PIN based and non-PIN based transfer
      infrastructures. The use of such infrastructures entail specific risks which
      include, among other things, unauthorized Card usage and/or the use of forged
      or
      stolen Cards (the “Card Usage Risks”). The Client acknowledges that RBS Lynk is
      acting only as the Processor hereunder and that the Client is the de
      facto
      issuer
      of the subject Cards. Client therefore shall be responsible for all losses
      and/or charges incurred hereunder as a result of Card Usage Risks and shall
      reimburse RBS Lynk for any sums paid by RBS Lynk as a consequence thereof.
      Similarly, in the event the Client learns that a Card is lost or stolen, or
      that
      a Card is being used fraudulently or without authorization, Client shall notify
      RBS Lynk immediately by telephone or facsimile to mitigate any losses and shall
      be responsible for the unauthorized or fraudulent use of such Cards until such
      time as RBS Lynk receives notification thereof.

    


    ARTICLE
      VIII

    PROGRAM
      FEES 

    


    Section
      8.1. 
General.

    The
      fees
      charged by RBS Lynk to Client for the CashLynkÒ
      Service
      under each respective Program are set forth in Schedule A. These fees may
      include, without limitation, (i) initiation fees, such as start-up, training,
      data conversion, set-up, travel or other similar expenses, and (ii) transaction
      fees. The Client shall promptly pay RBS Lynk the fees due under any Program
      Application by wire transfer. RBS Lynk may from time to time amend the Client
      Fee Schedule, including, all pricing thereunder; provided,
      however,
      that RBS
      Lynk shall give the Client written notice of such change(s) thirty (30) days
      prior to their effective date, and, that, during such period, the Client may
      terminate this Agreement without penalty.

    


    Section
      8.2  
Minimum
      Revenue Guarantee

    Client
      shall be obligated to guarantee minimum transactional revenue to RBS Lynk,
      as
      specified in the attachments. Client will be required to provide a reserve
      deposit in an amount as specified in Schedule A. The minimum monthly revenue
      commitment shall include only recurring transactional fees. It will not include
      card costs, enrollment fees, implementation fees, training fees, API or web
      hosting fees, IVR and customer fees, or any other non-transactional,
      non-recurring fees. At the conclusion of each month, RBS Lynk shall determine
      the amount of recurring transactional revenue produced collectively by the
      Programs sold by Client. RBS Lynk will give the Client seven (7) months from
      the
      execution date of this agreement to ramp up to the monthly minimum. After seven
      months, should Client not meet the minimum monthly revenue commitment, then
      RBS
      Lynk will deduct the difference from the Client reserve provided for that
      purpose. Client then shall be obligated to replenish that sum deducted from
      the
      reserve within 10 business days. Failure to replenish the reserve account will
      result in the withholding of Client’s residual compensation payments. Should
      failure to replenish the reserve account continue for thirty (30) calendar
      days
      RBS Lynk reserves the right to terminate this Agreement without further notice
      and/or disable the Client’s access to the CashLynk system, or any such actions
      deemed necessary by RBS Lynk management to effectuate a remedy. Notwithstanding
      the obligations set forth in this Agreement and all Program Applications,
      hereunder, nothing herein shall be construed to require Client to provide any
      minimum or guaranteed number of Cards or Cardholders.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      IX

    TRANSACTION
      DATA; PRIVACY

    


    Section
      9.1. 
Ownership
      of Certain Property.

    The
      Service, PINs and the intellectual property related to the operation and
      functionality of such items and processes, as well as their relationship to,
      and
      interaction with, the Services, are the sole property of RBS Lynk. The
      Program(s) and Card(s) are the sole property of the Sponsor Bank and Client.
      The
      Client shall not use, divulge, or grant any third Party access to any of the
      foregoing intellectual and other property, except: (i) as permitted under the
      Client Privacy Policy Statement (as defined below), (ii) as may be necessary
      to
      conduct its internal business, (iii) as may be required by law, or (iii) with
      the prior express written consent of RBS Lynk.

    


    The
      Cardholders’ transaction information (“Cardholder Information”, further defined
      below), including, without limitation, the information presented in the
      statements, is the property of the respective Cardholders. Neither RBS Lynk
      nor
      the Client shall use, divulge, or grant any third Party access to, any such
      information, except: (i) as permitted under the RBS Lynk Privacy Policy
      Statement (as defined below) or the Client Privacy Policy Statement,
      respectively, or (ii) as may be required by law.

    


    The
      Parties agree to maintain appropriate administrative, technical and physical
      safeguards for all Cardholder Information in its possession. These safeguards
      must (i) insure the confidentiality of Cardholder Information; (ii) protect
      against any anticipated threats or hazards to the security or integrity of
      Cardholder Information; (iii) protect against unauthorized access to and use
      of
      Cardholder Information that could result in substantial harm or inconvenience
      to
      any Cardholder; and (iv) properly dispose of all Cardholder Information to
      ensure no unauthorized access to Cardholder Information. The Parties agree
      to
      observe, apply and maintain all such safeguards in accordance with applicable
      federal, state and local laws, rules, and regulations. For purposes of this
      Agreement, “Cardholder Information” shall mean any non-public, sensitive
      information about a Cardholder including any combination of Cardholder name
      plus
      any of social security number, driver’s license or other identification number
      or Card number, or other bank account number, or any other information contained
      on the magnetic stripe of any such Card.

    


    RBS
      Lynk
      shall not transfer, sell, lease, disclose, or otherwise make Cardholder
      Information obtained in connection with this Agreement available, in whole
      or in
      part, in a manner not provided for in this Agreement, without the prior written
      consent of Client. Notwithstanding the foregoing, a Party may disclose
      Cardholder Information to its Clients, subcontractors and agents who have a
      need
      to know such information, provided that such individuals or entities have
      assumed confidentiality obligations in accordance with this Agreement, or as
      may
      be required by legal process or applicable law and have entered into a written
      agreement with such
      Party to abide by the data security contained in this Article IX, including
      compliance with Card Association rules, regulations or bylaws.

    


    Section
      9.2. 
RBS
      Lynk Privacy Policy Statement.

    RBS
      Lynk
      has approved and adopted a privacy policy statement, which is maintained and
      documented on the RBS Lynk Web Site (which may be accessed at http:\\www.rbslynk.com)
      (the
“RBS
      Lynk Privacy Policy Statement”),
      and,
      in the course of performing its obligations under this Agreement, RBS Lynk
      shall
      at all times comply with the RBS Lynk Privacy Policy Statement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Section
      9.3. 
Client
      Privacy Policy Statement.

    Within
      thirty (30) days from the effective date of this Agreement, the Client shall
      have approved and adopted a privacy policy statement, in substantially the
      form
      attached hereto (the “Client
      Privacy Policy Statement”),
      and,
      in the course of performing its obligations under this Agreement, the Client
      shall at all times comply with the Client Privacy Policy Statement.

     

    ARTICLE
      X

    CONFIDENTIALITY;
      NON-COMPETITION

    


    Section
      10.1. 
Confidentiality.

    RBS
      Lynk
      and the Client shall not, during the performance of this Agreement, or at any
      time after the termination or expiration hereof, sell or disclose to any third
      Party, other than as may be required in the performance of their duties and
      obligations hereunder or as may be required by regulation or law, the terms
      of
      this Agreement or any of the procedures, practices or confidential dealings
      of
      and between each other.

    


    Section
      10.2. 
Non-Competition.

    All
      information received by RBS Lynk and the Client with respect to the business
      of
      the other (other than information which is or, not as a result of Client’s
      actions, becomes, a matter of public knowledge) shall not at any time be used
      for any business or competitive purpose or be disclosed by such person to any
      third Parties without the prior express written consent of the other
      Party.

    


    Section
      10.3. 
Survival.
      

    The
      covenants and agreements set forth in this Article X shall survive the
      consummation of the transactions contemplated by this Agreement.

     

    ARTICLE
      XI

    TERM
      AND TERMINATION

    


    Section
      11.1. 
Term.

    The
      term
      of this Agreement shall commence as of the Effective Date and shall continue
      thereafter until the second (2nd)
      anniversary of such date. Thereafter, this Agreement shall automatically renew
      for consecutive, successive terms of one (1) year each, unless and until either
      Party hereto provides the other Party written notice of non-renewal at least
      ninety (90) days prior to the end of the then existing term. Notwithstanding
      the
      foregoing, each Program Application entered into by the Parties shall have
      a
      term of one (1) year each (unless a different term is mutually agreed to by
      the
      Parties and set forth in a Program Application). Thereafter, each Program shall
      automatically renew for consecutive, successive terms of one (1) year each,
      unless and until either Party hereto provides the other Party written notice
      of
      non-renewal at least ninety (90) days prior to the end of the then existing
      Program term. The effect of non-renewal of this Agreement will be to terminate
      the ability of either Party to enter into subsequent Program Applications under
      this Processing Only Master Client Agreement. Non-renewal of this master
      Agreement will not, by itself, result in termination of any Program Application
      previously entered into under this Agreement, and the terms of this Agreement
      will be incorporated into such Program Application and will continue in effect
      unless and until the Program Application itself is terminated or
      expires.

     

    Section
      11.2. 
Termination.
      

    This
      Agreement may be terminated in any of the following manners:

    


    
      	 	
              (i)

            	
              Mutual
                Termination.
                This Agreement may be terminated at any time by the mutual written
                agreement of both Parties.

            


    

    


    
      	 	
              (ii)

            	
              Termination
                by Non-Renewal.
                This Agreement may be terminated by either Party by written notice
                of
                non-renewal in accordance with the provisions of Section 11.1
                hereof.

            


    

    


    
      	 	
              (iii)

            	
              Event
                of Default.
                If any one or more of the following events (each, an “Event
                of Default”)
                shall occur and be continuing:

            


    

    


    
      	 	
              ·

            	
              unless
                otherwise stated in this Agreement, the failure of a Party to remit
                any
                undisputed payment required by this Agreement, which continues unremedied
                for longer than two (2) business days after written formal
                notification;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	·	
              the
                failure of a Party to observe or perform, in any material respect
                any
                other of the covenants, obligations or agreements set forth in this
                Agreement, which failure is not cured within thirty (30) days after
                the
                date on which written notice of such failure, requiring the same
                to be
                remedied, shall have been given;

            


      	 	 	 


      	 	
              ·

            	
              a
                decree or order of a court or agency or supervisory authority having
                jurisdiction for the appointment of a trustee, conservator, receiver
                or
                liquidator in any insolvency, readjustment of debt, marshaling of
                assets
                and liabilities or similar proceedings, or for the winding-up or
                liquidation of its affairs, shall have been entered against a Party
                hereto
                and such decree or order shall have remained in force, undischarged
                or
                unstayed for a period of 60 days;

            


    

    


    
      	 	
              ·

            	
              the
                consent by a Party to the appointment of a conservator or receiver
                or
                liquidator in any insolvency, readjustment of debt, marshaling of
                assets
                and liabilities or similar proceedings relating to all or substantially
                all of such Party’s property; or

            


    

    


    
      	 	
              ·

            	
              a
                Party admits in writing its inability to pay its debts as they become
                due,
                files a petition to take advantage of any applicable insolvency or
                reorganization statute, makes an assignment for the benefit of its
                creditors, or voluntarily suspends payment of its obligations;
                or

            


    

    
      	 	
              ·

            	
              a
                Party fails to maintain its applicable certification or sponsorship
                into
                the Card Associations as required
                hereunder.

            


    

    


    Then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied, the non-defaulting Party, by notice in writing to the Party in
      default, may, in addition to whatever rights the non-defaulting Party may have
      at law or equity to damages, including injunctive relief and specific
      performance, terminate this Agreement.

    


    Section
      11.3 
Termination
      without Cause

    Notwithstanding
      Sections 11.1 and 11.2, RBS Lynk agrees that Client may terminate this Agreement
      without cause at any time. Client agrees that its decision to terminate without
      cause, i.e.,
      not a
      termination for cause pursuant to Section 11.2, prior to the expiration of
      the
      term will result in administrative costs and fees to the RBS Lynk and therefore
      agrees to pay a termination fee in the following amounts:

    

      
        	
                (a)

              	
                During
                  first year

              	
                $10,000.00
                  

              
	
                (b)

              	
                During
                  second year

              	
                $5,000.00

              


      

    

    
Client
      furthermore agrees such termination fee will be paid immediately upon written
      notice of termination.

    


    Section
      11.4. 
Unwinding
      Relationship.

    Upon
      termination of this Agreement, RBS
      Lynk
      shall continue to process transactions for cards that have redeemable value
      until the earlier of the expiration date of the Card or a period of six (6)
      months from the Agreement termination date. At such time as this Agreement
      terminates, Client will not be permitted to load value onto Cards or reverse
      value from Cards nor will Client be permitted to issue or create additional
      cards or card accounts or perform card or Cardholder maintenance functions.
      However, Client will be permitted to access the necessary reporting capabilities
      of the CashLynkÒ
      system
      for Program monitoring purposes. Upon the earlier of Card expiration or
      expiration of the proscribed six month grace period, RBS Lynk will remove the
      value from the cards and remit those funds to Client, subject to a reserve
      for
      network obligations and/or service fees due RBS Lynk at the time of expiration
      until all potential network obligations or applicable regulatory charges have
      expired. RBS Lynk will determine the reserve in its reasonable discretion based
      upon the history of the Card program. 

    


    The
      Parties shall cooperate with each other to facilitate the termination of their
      relationship under this Agreement. Without limiting the generality of the
      foregoing, the Parties shall cooperate to notify the Cardholders, the Bank,
      and
      any other third Parties concerning which the Parties hereto may mutually agree.
      In the event that this Agreement is terminated pursuant to an Event of Default,
      then the Party in default shall bear the cost of any conversion or other
      expenses related to such termination. If this Agreement is terminated for any
      other reason, then the Parties hereto shall bear their own costs relative to
      any
      conversion or other expenses related to such termination.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      XII 

    DATA
      SECURITY

    


    


    Section
      12.1. 
Security
      & Safeguards.

      Client
      and RBS Lynk agree to maintain appropriate administrative, technical and
      physical safeguards for all Cardholder Information. These safeguards must (i)
      insure the confidentiality of Cardholder Information; (ii) protect against
      any
      anticipated threats or hazards to the security or integrity of Cardholder
      Information; (iii) protect against unauthorized access to or use of cardholder
      Information that could result in substantial harm or inconvenience to any
      cardholder; and (iv) properly dispose of all Cardholder Information to ensure
      no
      unauthorized access to Cardholder Information. Client agrees to observe, apply
      and maintain all such safeguards applicable to Cardholders, RBS Lynk or Bank
      in
      accordance with applicable federal, state and local laws, rules, regulations
      and
      guidance, and any requirements specified by RBS Lynk or Bank.

    


    Section
      12.2. 
Compliance
      with Card Association Rules.

    Client
      and RBS Lynk specifically represents, warrants and covenants that it is and
      shall remain throughout the term of this Agreement in compliance with all Card
      Association by-laws, operating regulations and rules related to data security,
      data integrity and the safeguarding of Cardholder Information including the
      Payment Card Industry Data Security Standard (PCI) in effect and as may be
      amended, modified, supplemented or replaced from time to time. Client agrees
      to
      cause and shall be responsible for causing all of its service providers,
      subcontractors and agents to be in compliance with PCI requirements at all
      times. Client shall report any non-compliance immediately to RBS Lynk and Bank.
      In furtherance of the foregoing, Client agrees to encrypt all Card numbers
      whether in storage, transport or backup and agrees not to store data security
      codes on its systems, network or software.

    


    Section
      12.3. 
Annual
      Certification.

    Client
      agrees to provide an annual certification to RBS Lynk (from an independent
      assessor - in a form acceptable to RBS Lynk) certifying compliance with these
      data security provisions, including compliance with applicable Card Association
      requirements (including PCI). Client agrees to provide these annual
      certifications for all service providers, subcontractors and agents of Client
      to
      the extent applicable

    


    Section
      12.4. 
Cardholder
      Information.

    For
      purposes of this Agreement, “Cardholder Information” shall mean any non-public,
      sensitive information about a Cardholder including any combination of Cardholder
      name plus any of social security number, driver’s license or other
      identification number or Card number, or other bank account number, or any
      other
      information contained on the magnetic stripe of any such Card.

    


    Section
      12.5. 
Limits
      On Use of Information.

    Client
      shall not transfer, sell, lease, disclose, or otherwise make Cardholder
      Information obtained in connection with this Agreement available, in whole
      or in
      part, in a manner not provided for in this Agreement, without the prior written
      consent of RBS Lynk and Bank. Notwithstanding the foregoing, Client may disclose
      Cardholder Information to its service providers, subcontractors and agents
      who
      have a need to know such information, provided that such individuals or entities
      have assumed confidentiality obligations in accordance with this Agreement,
      or
      as may be required by legal process or applicable law and have entered into
      a
      written agreement with Client to
      abide
      by these Data Security Contract Provisions including compliance with Card
      Association rules, regulations or bylaws.

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      12.6. 
Response
      to Unauthorized Access.

    The
      Parties agree
      to
      notify the other Party immediately after knowledge of any breach in security
      resulting in an unauthorized access to Cardholder Information. The Parties
      agree
      to provide any assistance that Client, RBS Lynk, Bank, and their regulators
      and
      the Card Associations deem necessary to contain and control the incident to
      prevent further unauthorized access to or use of Cardholder Information. Such
      assistance shall include, but not be limited to, preserving records and other
      evidence and compiling information to enable the Parties to assist Bank,
      regulatory authorities and/or the Card Associations to investigate the incident
      and provide assistance and cooperation (i) to file Suspicious Activity Reports
      (as applicable); (ii) notify their regulators (as applicable); and (iii) notify
      the affected Customers (as required). Unless such unauthorized access was due
      to
      the acts or omissions of RBS Lynk or Bank, along with its data security
      programs, systems and software, Client shall
      bear the cost of providing notices to the affected Cardholders and any related
      investigation costs. Programs may be temporarily suspended (and may be
      terminated) in the event RBS Lynk or Bank determine that Client’s system is
      insecure or that Client is not in compliance with this Section 14.

    


    Section
      12.7. 
Audit.

    Client
      agrees that the records maintained and produced under this Agreement shall
      be
      available at the facilities of Client which shall be accessible upon prior
      notice during normal business hours for examination and audit by RBS Lynk,
      Bank
      and their regulators (having jurisdiction over their businesses) at the sole
      expense of RBS Lynk. Internal and external auditors of RBS Lynk and Bank may
      audit compliance with this Agreement and compliance with laws, rules and
      regulations and these data security provisions, including Card Association
      compliance. Nothing in this Section shall be construed to require Client to
      give
      access to its facilities, personnel or records in a manner that unreasonably
      interferes with its business operations. 

    


    Section
      12.8. 
Data
      Security Indemnity.

    Client
      shall defend, indemnify and hold RBS Lynk and Bank and their affiliates (and
      their respective officers, directors, members, shareholders, partners,
      employees, agents, subcontractors and representatives) harmless from and against
      any and all losses, fines, penalties, claims, damages, expenses, liabilities
      or
      fees of any nature whatsoever, including attorneys’ fees and costs (“Damages”),
      asserted against or incurred by RBS Lynk and/or Bank or their affiliates arising
      out of, relating to or resulting from (i) a breach of the security of the system
      safeguarding Cardholder Information resulting in unauthorized access to
      Cardholder Information; (ii) a breach of any representation, warranty or term
      of
      this Agreement regarding data security by Client,
      or
      any
      service provider, subcontractor or agent of Client; (iii) the negligence, gross
      negligence or willful misconduct of Client (or any service provider,
      subcontractor or agent of Client) in the performance of its data security
      obligations under this Agreement; (iv) any violation of laws, rules or
      regulations including Card Association rules, regulations and bylaws by
      Client or
      any service
      provider, subcontractor or agent of Client) and (v) all direct and third
      party claims arising from the foregoing, provided,
      however
      that
      Client shall not be responsible to RBS Lynk or Bank to the extent that the
      Damage is caused by, related to or arises out of the negligence, gross
      negligence or willful misconduct of RBS Lynk or Bank or any breach of this
      Agreement by RBS Lynk or Bank. Further, Client agrees to promptly reimburse
      RBS
      Lynk and/or Bank for any assessments, fines, fees or penalties imposed by the
      Card Associations in connection with this Agreement, including the data security
      provisions contained herein.

    


    ARTICLE
      XIII

    DISPUTES

    


    Section
      13.1. 
Duty
      to Notify.

    In
      the
      event of any dispute, controversy, or claim arising out of or relating to this
      Agreement or the construction, interpretation, performance, breach, termination,
      enforceability or validity thereof (hereinafter, a “Dispute”),
      the
      Party raising such Dispute shall notify the other within thirty (30) days from
      the date of its discovery of the Dispute. In the case of a Dispute relating
      to
      invoices, billing statements or similar matters, the failure of a Party to
      notify the other Party of such Dispute within thirty (30) days from the date
      of
      its receipt shall result in such invoice, billing statement or similar matter
      being deemed undisputed and accepted by the Party attempting to raise such
      Dispute.

    


    Section
      13.2. 
Cooperation
      to Resolve Disputes. 

    The
      Parties shall cooperate and attempt in good faith to resolve any Dispute
      promptly by negotiating between persons who have authority to settle the Dispute
      and who are at a higher level of management than the persons with direct
      responsibility for administration and performance of the provisions or
      obligations of this Agreement that are the subject of the Dispute.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      13.3. 
Arbitration.

    Any
      Dispute, which cannot otherwise be resolved as provided in Section 12.2 shall
      be
      resolved by arbitration, conducted in accordance with the commercial arbitration
      rules of the American Arbitration Association (“AAA”)
      and
      judgment upon the award rendered by the arbitration tribunal may be entered
      in
      any court having jurisdiction thereof. The arbitration tribunal shall consist
      of
      a single arbitrator mutually agreed by the Parties, or in the absence of such
      agreement within 30 days from the first referral of the dispute to the AAA,
      designated by the AAA. The place of arbitration shall be Atlanta, Georgia,
      unless the Parties shall have agreed to another location within 15 days from
      the
      first referral of the dispute to the AAA. The arbitration award shall be final
      and binding. The Parties waive any right to appeal the arbitration award, to
      the
      extent a right to appeal may be lawfully waived. Each Party retains the right
      to
      seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim
      measures of protection prior to or pending arbitration; (iii) to seek injunctive
      relief in the courts of any jurisdiction as may be necessary and appropriate
      to
      protect the unauthorized disclosure of its proprietary or confidential
      information, and (iv) to enforce any decision of the arbitrator, including
      the
      final award.

    


    Section
      13.4. 
Confidentiality.

    The
      arbitration proceedings contemplated by this Section shall be as confidential
      and private as permitted by law. To that end, the Parties shall not disclose
      the
      existence, content or results of any proceedings conducted in accordance with
      this Section, and materials submitted in connection with such proceedings shall
      not be admissible in any other proceeding, provided, however, that this
      confidentiality provision shall not prevent a petition to vacate or enforce
      an
      arbitral award, and shall not bar disclosures required by any laws or
      regulations.

    


    


    ARTICLE
      XIV

    LIMITATION
      OF LIABILITY; INDEMNIFICATION

    


    Section
      14.1. 
Limitation
      of Liability.

    Neither
      RBS Lynk, the Client nor any of their respective directors, officers, employees
      or agents shall be under any liability for any action taken, or for refraining
      from the taking of any action in good faith pursuant to this Agreement;
provided,
      however,
      that
      this provision shall not protect RBS Lynk, the Client or any such person against
      any breach of their respective representations, warranties or covenants made
      herein, or against any specific liability imposed pursuant hereto, or against
      any liability which would otherwise be imposed by reason of willful misfeasance,
      bad faith or gross negligence in the performance of duties or by reason of
      reckless disregard of obligations or duties hereunder. RBS Lynk, the Client
      and
      any of their respective directors, officers, employees or agents may rely in
      good faith on any document of any kind which, prima
      facie,
      is
      properly executed and submitted by any appropriate person respecting any matters
      arising hereunder.

    


    Section
      14.2. 
Indemnifications.

    Each
      Party together with their respective directors, officers, employees or agents
      shall be indemnified and held harmless by the other Party against any loss,
      liability or expense incurred in connection with any actions, proceedings or
      investigations (including the reasonable compensation and the expenses and
      disbursements of its counsel and of all persons not regularly in its employ)
      arising out of the indemnifying Party's failure to perform its obligations
      under
      this Agreement, other than any loss, liability or expense incurred, in part
      or
      in whole, by reason of the indemnified Party's willful misfeasance, bad faith
      or
      gross negligence in the performance of its duties hereunder or by reason of
      the
      indemnified Party's reckless disregard of its obligations or duties hereunder.
      Notwithstanding the foregoing, neither Party shall be responsible under this
      indemnification for consequential, incidental, special or punitive damages,
      even
      if the indemnifying Party had prior knowledge of the possibility of the
      same.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    ARTICLE
      XV

    MISCELLANEOUS

    


    Section
      15.1. 
Warranties;
      Limitation on Liability.

    RBS
      LYNK MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY
      SERVICES, PRODUCTS OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, WITHOUT
      LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE. RBS LYNK’S SOLE RESPONSIBILITY TO THE CLIENT AND THE CARDHOLDERS SHALL
      BE TO MAKE THE SERVICE AVAILABLE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
      AND THE CARDHOLDER AGREEMENT. IN NO EVENT SHALL RBS LYNK BE LIABLE TO THE
      CLIENT, ANY CARDHOLDER OR ANY OTHER FIRM OR PERSON FOR CONSEQUENTIAL,
      INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF RBS LYNK HAD PRIOR KNOWLEDGE
      OF
      THE POSSIBILITY OF SAME.

    


    Section
      15.2 
Escheat

    Client
      assumes full responsibility for the escheat of any unclaimed funds and for
      required local procedures appropriate to the individual States in which
      Cardholders’ reside, card are purchased or cards are shipped to if ordered via
      the internet. 

    


    Section
      15.3. 
Force
      Majeure.

    Neither
      Party hereto shall be liable for any failure to perform its obligations under
      this Agreement due to: (i) acts of God, such as fires, floods, electrical
      storms, unusually severe weather and natural catastrophes; (ii) civil
      disturbances, such as strikes and riots; (iii) acts of aggression, such as
      explosions, wars, and terrorism; (iv) failure of any third Party Clients to
      adequately provide such services, including, without limitation ATM network
      services, the Bank’s services, telecommunication services, and merchant POS
      services; (v) failures or fluctuations in electrical power, heat, light, air
      conditioning, computer or telecommunications services or equipment; and (vi)
      acts of government, including, without limitation, the actions of regulatory
      bodies which significantly inhibit or prohibit either Party from performing
      their obligations under this Agreement (each, a “Force
      Majeure”).
      In
      such event, the performance of such Party’s obligations shall be suspended
      during the period of existence of such Force Majeure and the period reasonably
      required thereafter to resume the performance of the obligation. The Parties
      shall use their best reasonable efforts to minimize the consequences of Force
      Majeure.

    


    Section
      15.4. 
Governing
      Law.

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA
      AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICTS OF LAW
      OR
      CHOICE OF LAW PRINCIPLES.

    


    Section
      15.5. 
Notices.

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered at or mailed by
      registered mail, postage prepaid, to:

     

    

      
        	
                (a)

              	
                in
                  the case of RBS Lynk:

              	
                (b)

              	
                in
                  the case of the Client:

              
	
              	
                RBS
                  Lynk Incorporated.

              	 	
                As
                  listed in the Program  Application

              
	
              	
                600
                  Morgan Falls Road

              	 	 
	
              	
                Atlanta,
                  Georgia 30350

              	 	 
	
              	
                Attention:
                  General Counsel

              	 	 
	
              	
                Telephone:
                  (770) 396-1616

              	 	 
	
              	
                Facsimile:
                  (770) 396-8431

              	 	 


      

    

     

    Section
      15.6. 
Severability
      of Provisions.

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be held invalid for any reason whatsoever, then such covenants,
      agreements, provisions, or terms shall be deemed severable from the remaining
      covenants, agreements, provisions, or terms of this Agreement and shall in
      no
      way affect the validity or enforceability of the other provisions of this
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      15.7. 
Waivers.

    No
      term
      or provision of this Agreement may be waived or modified unless such waiver
      or
      modification is in writing and signed by the Party against whom such waiver
      or
      modification is sought to be enforced. Any failure
      to
      insist upon strict compliance with any of the terms or conditions of this
      Agreement shall not be deemed a waiver of such term or condition, nor shall
      any
      waiver or relinquishment of any right or power hereunder at any time or times
      be
      deemed a subsequent waiver or relinquishment of such right or
      power.

    


    Section
      15.8. 
Exhibits.

    The
      Exhibits to this Agreement and all Program Applications hereunder, as amended
      and in effect from the time of such amendment until subsequent amendment
      thereto, if any, are hereby incorporated and made a part hereof and are an
      integral part of this Agreement.

    


    Section
      15.9. 
Entire
      Agreement.

    This
      Agreement, including the Exhibits and all Program Applications hereunder,
      constitutes the entire agreement between the Parties with respect to the subject
      matter hereof, and supersedes all prior or contemporaneous agreements and
      understandings regarding the subject matter hereof, whether written or verbal.
      This Agreement may be modified or amended only in writing signed by the Parties
      hereto.

    


    Section
      15.10. 
Effect
      of Headings and Recitals.

    THE
      SECTION AND PARAGRAPH HEADINGS HEREIN, AS WELL AS THE RECITALS AND PREAMBLE
      THAT
      PRECEDE THE MATERIAL PROVISIONS OF THIS AGREEMENT, ARE FOR CONVENIENCE ONLY
      AND
      SHALL NOT AFFECT THE CONSTRUCTION HEREOF. 

    


    Section
      15.11. 
No
      Third-Party Beneficiaries.

    This
      Agreement is not intended, and shall not be construed to, confer any rights
      upon
      any shareholder, creditor, partner or joint venturer of the Client
      or RBS
      Lynk (except to the extent any such persons or entities may be indemnified
      hereunder), or any other person or entity, whether as third Party beneficiaries
      or otherwise, against any Party hereto or their respective directors, officers,
      agents, employees, representatives, affiliates or controlling persons. The
      Client
      and RBS
      Lynk acknowledge and agree that they are contracting with each other on an
      arm’s-length basis, and this Agreement is not intended to create, and shall not
      create, or constitute the Parties hereto as partners or joint
      venturers.

    


    Section
      15.12. 
Non-Exclusivity.

    THE
      PARTIES ACKNOWLEDGE AND AGREE THAT THE PROCUREMENT OF SERVICES UNDER THIS
      AGREEMENT OR ANY PROGRAM APPLICATION WILL BE ON A NON-EXCLUSIVE BASIS. THE
      PARTIES MAY AT ANY TIME ESTABLISH SIMILAR RELATIONSHIPS WITH ONE OR MORE OTHER
      THIRD PARTIES FOR SIMILAR OR ANY OTHER PURPOSES. 

    


    Section
      15.13. 
Amendment.

    This
      Agreement may be amended from time to time only by a writing signed by the
      RBS
      Lynk and the Client.

    


    Section
      15.14. 
General
      Interpretive Principles.

    For
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:

    


    (a)
      the
      terms defined in this Agreement have the meanings assigned to them in this
      Agreement and include the plural as well as the singular, and the use of any
      gender herein shall be deemed to include the other gender;

    


    (b)
      references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and
      other subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, paragraphs and other subdivisions of this
      Agreement;

    


    (c)
      reference to a subsection without further reference to a Section is a reference
      to such subsection as contained in the same Section which the reference appears,
      and this rule shall also apply to paragraphs and other
      subdivisions;

    


    (e)
      the
      words “herein,” “hereof,” “hereunder” and other words of similar import refer to
      this Agreement as a whole and not to any particular provision; 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (f)
      the
      terms “include” or “including” or any derivation thereof shall mean without
      limitation by reason of enumeration; and

    


    (g)
      the
      cover page, table of contents, headings and subheadings hereof have been
      provided for convenience of reference only and are not intended to and shall
      not, affect the construction or interpretation of this Agreement.

    


    Section
      15.15. 
Successors
      and Assigns.

    This
      Agreement shall be binding upon and shall inure to the benefit of the Parties
      and their successors and permitted assigns. RBS Lynk may transfer or assign
      this
      Agreement upon thirty (30) days written notice to the Client.
      The
Client
      shall
      not transfer or assign this Agreement without the prior express written consent
      of RBS Lynk, such consent not to be unreasonably withheld.

    


    

      
        	
                Client/Ready
                  Credit Corporation

              	
                RBS
                  Lynk Incorporated

              	 
	 	 	 
	
                By:_______________________

              	
                By:_______________________

              	 
	
                Name:_____________________

              	
                Name:_____________________

              	 
	
                Title:______________________

              	
                
                  Title:______________________

                

              	
              
	
                Date:______________________

              	
                Date:______________________

              	 





      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              Schedule
                A - Processing Services and Fees

            	 
	
              Visa/MasterCard/Pinned

            	 	 	 
	 	 	 	 
	
              Ready
                Credit

            	 	
              Date:
                3-6-06

            	 
	 	 	 	 
	
              This
                price quote will expire in sixty days unless initialed and dated
                by client
                prior to expiration.

            
	 	 	 	 
	
              Transaction
                fees

            	
              Processing
                Fees

            	 	 
	
              Deposit/Load
                

            	
               

            	 	 
	
              Card
                Account Deposit/Load Fee

            	
              **

            	 	 
	
              ATM-
                Domestic

            	
               

            	 	 
	
              ATM
                Withdrawal

            	
              **

            	 	 
	
              Declined
                ATM Withdrawal or balance inquiry

            	
              **

            	 	 
	
              ATM-
                International

            	
               

            	 	 
	
              International
                ATM Withdrawal

            	
              **

            	 	 
	
              Declined
                International ATM Withdrawal or balance inquiry

            	
              **

            	 	 
	
              Pinned
                Purchase- Domestic & International

            	
               

            	 	 
	
              Pinned
                point of sale purchase, decline or POS return

            	
              **

            	 	 
	
              Signature
                Purchase- Domestic & International

            	
               

            	 	 
	
              Signature
                point of sale purchase, decline or POS return

            	
              **

            	 	 
	
              Other
                Fees

            	
               

            	 	 
	
              Card
                to card transfer

            	
              **

            	 	 
	
              Card
                account transfer to bank account- Web, IVR or automatic

            	
              **

            	 	 
	
              Monthly
                fee, per card

            	
              **

            	 	 
	
              Fraud
                Monitoring per card per month

            	
              **

            	 	 
	 	 	 	 
	
              Enrollment

            	 	 
	
              Cardholder
                enrollment through web site

            	
              **

            	
              Client
                Responsible

            	 
	
              Cardholder
                enrollment through API

            	
              **

            	
              Client
                Responsible

            	 
	
              Cardholder
                enrollment through batch file, per account

            	
              **

            	
              Client
                Responsible

            	 
	
              Cardholder
                enrollment through RBS Lynk customer service, per call

            	
              **

            	
              Client
                Responsible

            	 
	
              Cardholder
                ID verification (OFAC & Patriot Act compliant)

            	
              **

            	
              Client
                Responsible

            	 
	
              Direct
                deposit letter

            	
              **

            	
              Client
                Responsible

            	 
	
              Decline
                letter

            	
              **

            	
              Client
                Responsible

            	 
	 	 	 	 
	
              Customer
                Service

            	 
	
              Live
                operator cardholder support

            	
              Per
                call

            	
              **

            	
              Awaiting
                Price

            
	
              Transfer
                of balance to replacement card

            	
              Per
                transfer

            	
              **

            	 
	
              Account
                access - IVR

            	
              Per
                minute

            	
              **

            	 
	
              Account
                access - web site

            	
              N/A

            	
              **

            	
              API

            
	
              On-site
                training Fee - Optional (plus T&E) Charged for travel
                days

            	
              Per
                day

            	
              **

            	 
	
              Travel
                Fee - Optional

            	
              Per
                trip

            	
              **

            	 
	
              Emergency
                problem resolution

            	
              Per
                hour

            	
              **

            	 
	
              Card
                to bank account transfer reject processing fee

            	
              Per
                reject

            	
              **

            	 
	
              Escheat

            	
              Per
                Card Submission

            	
              **

            	 
	
              Chargebacks

            	
              N/A

            	
              **

            	
              Bank
                responsible

            
	
              Retrievals
                

            	
              N/A

            	
              **

            	
              Bank
                responsible

            
	
              Relationship
                Management, RBS lynk

            	
               

            	
              **

            	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 	 
	
              Schedule
                A - Processing Services and Fees

            	 
	
              Visa/MasterCard/Pinned

            	 	 	 
	 	 	 	 
	
              Ready
                Credit

            	 	
              Date:
                3-6-06

            	 
	 	 	 	 
	
              This
                price quote will expire in sixty days unless initialed and dated
                by client
                prior to expiration.

            	 
	 	 	 	 
	
              Implementation
                & system fees

            	
              Notes

            	 
	
              Set-up
                new BIN

            	
              **

            	
              Pay
                to Bank

            	 
	
              Set-up
                sponsor bank and implementation 

            	
              **

            	
               

            	 
	
              Customized
                IVR message script (one-time, client paid)

            	
              **

            	
               

            	 
	
              800#
                Set up Fee to IVR

            	
              **

            	
               

            	 
	
              Subsequent
                programs

            	
              **

            	
               

            	 
	
              Customized
                web site - set-up fee

            	
              **

            	
               

            	 
	
              Customized
                web site - hosting fee

            	
              **

            	
              See
                note 1

            	 
	
              API
                integration and implementation fee

            	
              **

            	
              One-time
                set-up fee

            	 
	
              API
                monthly fee

            	
              **

            	
              See
                note 2

            	 
	
              Monthly
                Minimum Transactional Volume

            	
              **

            	
              See
                note 3

            	 
	
              Monthly
                Minimum Transactional Volume

            	
              **

            	
              See
                note 3

            	 
	 	 	 	 
	
              MISC
                Fees

            	
              Notes

            	 
	
              Reserve
                requirement

            	
              **

            	
              See
                note 4

            	 
	
              Bank
                and Network sponsor and usage fees

            	
              **

            	
              Paid
                by the Client to Bank

            	
               

            
	 	 	 	 
	
               

            	 	
               

            	 
	
              Client
                Signature

            	 	
              Date

            	 
	 	 	 	 
	
              Notes:

            
	
              1.
                The Client is required to obtain and pay the cost of the website
                URL and
                SSL certificate, and provide the graphics and home
                page.

            
	 
	
              2.
                The API monthly fee applies to Client's who are private branding
                the
                CashLynk product and utilizing the CashLynk API for the servicing
                of their
                cardholders and clients via their private branded website.
                

            
	 
	
              3.
                The Client is required to guarantee minimum earnings to RBS Lynk,
                beginning in the seventh (7th) month of the agreement, and every
                month
                thereafter. Tbis increases to ** per month beginning in the seventh
                (7th)
                month of the agreement. Qualified earning are inclusive of Transaction
                Fees only. 

            
	 
	
              4.
                This is required to provide a reserve for the payment of minimum
                fees and
                to cover losses from client programs resulting from fraud, network
                stand-in, below floor limit transactions, force post transactions
                and any
                other unforeSeen circumstances.