PAYMENT SERVICES AGREEMENT

Dated: November 29, 2010. Any subsequent changes to this Payment Services Agreement will be dated and can be found and read in the corresponding Payment Services Agreement on the ProPay website.

This Payment Services Agreement ("Agreement") is entered into as of the date it is accepted (by the individual indicated on the ProPay Account Application ("you"), Wells Fargo Bank, a national banking association ("Member") and ProPay, Inc., a Utah corporation ("ProPay"). ProPay acts as a member service provider and agent for Member, who is the member of MasterCard® and Visa®. The Member provides you with a merchant account or merchant services and assumes full responsibility for transaction processing to enable you to accept payment from your customers for products sold or services rendered in your business as defined in the ProPay Account Application using credit or debit cards validly issued by members of Visa U.S.A., Inc. (Visa"), MasterCard International, Incorporated ("MasterCard") and if included in your Account, Discover® Financial Services ("Discover") and American Express® ("American Express") (collectively “Card(s)”) Member and ProPay desire to provide such services to you. The merchant account or merchant services representing the settlement of the proceeds from your Card transactions processed under and subject to the terms of this Agreement is referred to herein as your "ProPay Account" or "Account." This Agreement and/or the Electronic Funds Transfer Agreement, Error Resolution Policy, Privacy Policy, Electronic Communications Agreement, Terms of Use, ProtectPay Service Agreement for storage of data if applicable, and other policies as applicable ("Policies") referenced and incorporated herein may be amended, modified or revised at any time, without notice. While ProPay may notify you as the Agreement and/ Policies referenced herein are modified, it is your sole responsibility to review and maintain familiarity with the Agreement and Policies, including any changes that may be made to these documents, respectively, from time to time thereto. Therefore, you, Member and ProPay agree as follows:

FOR PRICING DISCLOSURE STATEMENT PLEASE SEE EXHIBIT A BELOW

I. CARD ACCEPTANCE.

A. Honoring Cards.

1. Without Discrimination. You will honor, without discrimination, any valid Card properly tendered by a Cardholder, provided however, that you may elect not to accept Visa or MasterCard branded debit cards and provided further, that to make any such election effective, you must provide ProPay with prior written notice of such election, which notice shall be effective unless and until you provide written notice to ProPay to the contrary. "Cardholder" means a person possessing a Card and purporting to be the person in whose name the Card is issued.

2. Cardholder Identification. You will identify the Cardholder when accepting payment for products sold or services rendered. As part of the Cardholder identification process, you will obtain the expiration date, and Zip Code or Postal Code from the Cardholder's billing address. It is also highly recommended that you obtain the CVV2, CVC2 or CID information, as applicable, from each card. You will not honor any Card if: (a) the Card has expired; or, (b) the account number embossed on the Card is listed on a current Electronic Warning Bulletin file.

3. Disclosure. You will properly disclose to the Cardholder, at the time of the Card transaction, your name, return policy and any other limitation you may have on accepting returned merchandise.

4. No Claim Against Cardholder. You will not have any claim against, or right to receive payment from, a Cardholder or any other customer in any Card transaction if the Member or ProPay refuses to accept the Sales Transmittal or if it revokes its prior acceptance of the Sales Transmittal for any reason. You will not accept any payments from a Cardholder relating to previous charges for merchandise or services included in a Sales Transmittal, and if you receive such payments, you will promptly remit them to the Member.

5. Disputes With Cardholders. All disputes between you and any Cardholder relating to any Card transaction will be settled between you and the Cardholder. ProPay bears no financial responsibility for any such disputed transactions.

B. Authorization.

1. Required on all Transactions. You will obtain authorization via ProPay's web site, touch-tone phone system or other method acceptable to ProPay prior to completing any Card transaction. You will follow any instructions received during the authorization process. Upon receipt of authorization, you may consummate only the transaction authorized and must note on the Sales Transmittal the authorization number. Where authorization is obtained, you will be deemed to warrant the true identity of the customer as the Cardholder. Transactions will be deemed invalid on Cards that are expired, whether or not an Authorization has been obtained. You must obtain the Card expiration date and forward it as part of the authorization request.

2. Effect. Authorizations are not a guarantee of acceptance or payment of a Card transaction and does not waive any provision of this Agreement or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Card. ProPay may, in its sole discretion, refuse to authorize any transaction. Neither ProPay, nor agents acting on its behalf will be responsible if authorization for a transaction is not given.

C. Presentment of Sales Transmittals.

1. Forms. You will transmit to ProPay information about each sale in the form as required by ProPay ("Sales Transmittal") to document each Card transaction. Each Sales Transmittal will contain: (a) Your name and account identifier; (b) the information embossed on the Card presented by the Cardholder (either electronically or manually); (c) the date of the transaction (d) a brief description of the goods or services involved; (e) the transaction authorization number; (f) the total amount of the sale (including any applicable taxes) or credit transaction; and, (g) if applicable, adjacent to the signature line, a notation that all sales are final.

2. Delivery and Retention of Sales Transmittals. You will deliver a complete and legible copy of the Sales Transmittal or credit voucher to the Cardholder at the time of the transaction. You will retain the merchant copy of the Sales Transmittal or credit memorandum for at least 3 years following the date of completion of the Card transaction (or such longer period as the Rules may require). If you retain this information, you must do so in accordance with the applicable Association information security and confidentiality requirements as referenced in Section XII.B below.

3. Electronic Transmission. You will enter at the ProPay web site, or transmit via XML to ProPay, the data related to a sales or credit transaction no later than 72 hours from the date the transaction is completed. Information regarding a sales or credit transaction transmitted with a computer or magnetic stripe reading terminal will be transmitted by you to ProPay or its agent in the form ProPay from time to time specifies, or as required under the Laws or Rules. If ProPay requests a copy of a Sales Transmittal, credit voucher or other transaction evidence, you will provide it within 3 business days following the request.

D. Deposit of Sales Transmittals.

1. Funds.

(a) Deposits. You agree that this Agreement is a contract of financial accommodation within the meaning of the Bankruptcy Code, 11 U.S.C. § 365, as amended from time to time. Subject to this Agreement, including this Section, Member will deposit to the Member Operating Account all amounts evidenced by Sales Transmittals complying with the terms of this Agreement and the Rules. The Member Operating Account is maintained by Member for the clearing and settlement of transactions of all ProPay merchants, including those to your ProPay Account. The balance of your funds in the Member Operating Account and in your ProPay Account is provided by ProPay to you on periodic statements that can be accessed by you online on ProPay's website. All amounts owing under this Agreement will remain in the Member Operating Account until: (i) such funds are released by you at your discretion, as evidenced on ProPay's web site; (ii) you inform Member in accordance with ProPay's instructions, to release such funds to the Checking Account designated by you in accordance with the Electronic Funds Transfer Agreement, which is incorporated herein by reference; or (iii) you use your prepaid debit or stored value card for the purchase of goods and services from an authorized merchant in accordance with the Cardholder Agreement, which is incorporated herein by reference. In the event you have chosen to activate a prepaid debit or stored value card to access the funds in your ProPay Account, you irrevocably authorize the transfer of funds from your ProPay Account to the Card issuing bank card account for purchases or ATM withdrawals you make using your Card and any reserve amount which may be required by said issuing bank. You acknowledge that your obligation to ProPay for all amounts owed under this Agreement arise out of the same transaction as Member's obligation to place funds in the Member Operating Account with respect to transactions processed pursuant to the terms of this Agreement for your ProPay Account.

(b) Provisional Credit. Notwithstanding the previous sentences in Section 1(a) above, under no circumstance will ProPay be responsible for processing credits or adjustments related to Sales Transmittals not originally processed by ProPay. All Sales Transmittals and deposits are subject to audit and final verification by ProPay, and may be adjusted for inaccuracies. You acknowledge that all credits provided to you are provisional and subject to chargebacks and adjustments in accordance with the Rules, whether or not a transaction is charged back by the Card issuer.

(c) Processing Limits. The processing limits on your particular type of ProPay Account are established by ProPay. At the sole discretion of ProPay, depending on your Account type and your Affiliated Company's agreement with ProPay, you will be assigned a maximum dollar amount per sales ticket and an aggregate maximum dollar amount of Sales Transmittals per calendar month, ranging from a maximum of $250 per sales ticket and an aggregate maximum of $1,000 per calendar month in Sales Transmittals to a maximum of $3,000 per sales ticket and an aggregate maximum of $15,000 per calendar month in Sales Transmittals. You may request an increase in your Account per sales ticket limit or your monthly processing sales volume by submitting such a request to ProPay. Any such increase shall be at the sole discretion of ProPay and ProPay reserves the right to reverse and decrease any increase previously authorized. Also any increase granted by ProPay may be conditional upon and require the establishment of a Reserve Account by you. There are no monthly processing minimums for any ProPay Account type. Further details regarding the fees and options associated with your ProPay Account may be accessed and reviewed by clicking the "features and pricing" link at www.propay.com.

(d) Interest. No interest shall be paid to you on funds belonging to you in your ProPay Account that are deposited in the Member Operating Account.

(e) FDIC Insurance. Member will hold funds due to you in the Member Operating Account together with funds from other ProPay Merchants. The funds in the Member Operating Account may be eligible for FDIC pass-through insurance up to the maximum amount as set forth in FDIC regulations, as amended from time to time.

2. Chargebacks. You are fully liable to ProPay for all Card transactions returned by your customers to ProPay for whatever reason, otherwise known as "Chargebacks." You will pay ProPay on demand for the amount of all chargebacks. You agree to accept responsibility for all chargebacks and will be liable to ProPay for the total amount of any sale for which the Cardholder disputes the validity of the sale. You authorize ProPay to offset from incoming transactions and to debit the Member Operating Account, your ProPay Account, and/or the Reserve Account to recover any chargeback. You will fully cooperate with ProPay in complying with the Rules regarding chargebacks. You are personally liable for all chargebacks. ProPay may suspend accepting Sales Transmittals or releasing funds represented by Sales Transmittals to you until you reimburse ProPay for all unpaid chargebacks. Furthermore, if you are an independent sales consultant you authorize ProPay to report any chargeback not reimbursed by you within 30 days ("Unpaid Chargeback") to your Affiliated Company, as applicable.

3. Excessive Activity. Your presentation to ProPay of Excessive Activity will be a breach of this Agreement and cause for immediate termination of this Agreement. "Excessive Activity" shall mean: chargebacks in excess of .50% of the transaction ratio of your Card transactions; or, chargebacks in excess of .50% of the transaction ratio of the dollar amount of your Card transactions; or, returns in excess of 3% of the transaction ratio of your Sales Transmittals; or, denied transactions in excess of 5% of the transaction ratio of your Card transactions. You authorize, upon the occurrence of Excessive Activity, ProPay to take additional action it deems necessary, including, but not limited to, suspension of processing privileges or creation or maintenance of a Reserve Account in accordance with this Agreement.

4. Reprocessing. Notwithstanding any authorization or request from the Cardholder or customer, you will not reenter or reprocess any Card transaction that has been charged back.

5. Credits.

(a) Credit Memoranda. You will issue a credit memorandum, instead of making a cash advance, a disbursement or a refund on any Card transaction. Member will debit from the amounts owing you under your ProPay Account for the total face amount of each credit memorandum submitted. You will not submit a credit relating to any Sales Transmittal not originally submitted to ProPay, nor will you submit a credit that exceeds the amount of the original Sales Transmittal. You will, within the time period specified by applicable law, provide ProPay with a credit memorandum or credit statement for every return of goods or forgiveness of debt for services that were the subject of a Card transaction.

(b) Revocation of Credit. ProPay may refuse to accept any Sales Transmittal or revoke its prior acceptance of a Sales Transmittal in the following circumstances: (i) the transaction giving rise to the Sales Transmittal was not made in compliance with all terms and conditions of this Agreement, the Laws and the Rules; (ii) the Cardholder disputes liability to ProPay for any reason, including but not limited to those chargeback rights enumerated in the Rules; or, (iii) the transaction giving rise to the Sales Transmittal was not directly between you and the Cardholder. You will pay ProPay, as appropriate, any amount previously credited to you for a Sales Transmittal not accepted by ProPay or, where accepted, it is subsequently revoked.

6. Fraud and Factoring. You will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a Card transaction directly between you and a Cardholder or any transaction you know or should know to be fraudulent or not authorized by the Cardholder. Perpetrators of fraudulent transactions will be referred by ProPay, in its discretion, to the appropriate law enforcement agency. You will not sell or disclose to third parties Card account information other than in the course of performing your obligations under this Agreement. You will not deposit any Sales Transmittal representing the refinancing of an existing uncollectible obligation, debt or dishonored check of a Cardholder. You agree that ProPay or Member may, within its sole discretion, suspend the disbursement of Sales Transmittal funds for any reasonable period of time required to investigate suspicious or unusual deposit activity. ProPay shall have no liability for any losses you may attribute to any suspension of funds disbursement.

7. High Risk Transactions/Acceptable Use Policy. ProPay does not allow its service to be used for high risk transactions or transactions for illegal activities. Such activities are prohibited by ProPay and are in violation of the Member's High Risk Transactions/Acceptable Use Policy found at http://www.propay.com/legal-agreements/high-risk-acceptable-use-policy..

E. Other Types of Transactions.

1. Recurring Transactions. For recurring transactions, you must obtain a written request from the Cardholder for such goods and services to be charged to the Cardholder's account, the frequency of the recurring charge and the duration of time during which such charges may be made. You must obtain such written consent before the first recurring transaction and you must notify the Cardholder that he/she is able to discontinue consent for recurring billing charges at any time. You must retain evidence of such written consent for recurring transactions for twenty-four months (24) from the date you submit the last recurring billing charge. In the event that the Agreement is terminated for any reason, then you will, at your own cost, advise all individuals and/or establishments to whom you submit recurring billing charges that you no longer accept the Card and will not be able to pay for amounts payable at such establishments or by such individual. The termination of a Cardholders' ProPay Account constitutes immediate cancellation of the Cardholder's consent for recurring billing charges. ProPay shall hereby assume no obligation to notify you of such cancellation, nor shall ProPay have any liability to you arising from any such cancellation. You will not complete any recurring transaction after receiving: (a) a cancellation notice from the Cardholder; (b) notice from ProPay or Member; or, (c) a response that the Card is not to be honored. You must print legibly on the Sales Transmittal the words "Recurring Transaction."

2. Multiple Sales Transmittals. You will include a description and total amount of goods and services purchased in a single sales transaction on a single Sales Transmittal, unless: (a) partial payment is entered on the Sales Transmittal or transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or, (b) a Sales Transmittal represents an advance deposit in a Card transaction completed in accordance with this Agreement and the Rules.

3. Future Delivery. You will not present any Sales Transmittal to ProPay for processing which relates to the sale of goods or services for future delivery. If, however, you have clearly disclosed your intentions to the Cardholder and the Cardholder agrees, you may submit the following types of charges to ProPay before you deliver the goods purchased to the Cardholder: (a) charges representing deposits on (i) custom and/or special orders (provided that in doing so you are in compliance with applicable law) and (ii) mail orders for items not in inventory at the time the order is placed; and (b) charges representing advance, partial or full payment for items the Cardholder requests you to deliver at a later date. If a Cardholder disputes any of these charges, we will have the right to Full Recourse for such charge. You represent and warrant to ProPay that you will not rely on any proceeds or credit resulting from such transactions to purchase or furnish goods or services. You will maintain sufficient capital to provide for the delivery of goods or services at the agreed upon future date, independent of any credit or proceeds resulting from Sales Transmittals taken in connection with future delivery transactions.

4. Electronic Commerce Transactions.

(a) Electronic Commerce. You may process electronic commerce ("EC") transactions only if the transactions have been encrypted by a third party vendor acceptable to ProPay. You are liable for all chargebacks and losses related to EC transactions, whether or not EC transactions have been encrypted. Encryption is not a guarantee of payment and will not waive any provision of this Agreement or otherwise validate a fraudulent transaction.

(b) Requirements. For goods to be shipped on EC transactions, you may obtain authorization up to 7 calendar days prior to the shipment date. You need not obtain a second authorization if the Sales Transmittal amount is within 15% of the authorized amount, provided that the additional amount represents shipping costs. Further, your web site must contain all of the following information: (i) complete description of the goods or services offered, (ii) returned merchandise and refund policy, (iii) customer service contact, including electronic mail address and/or telephone number, (iv) transaction currency (such as U.S. or Canadian dollars), (v) export or legal restrictions, if known, and, (vi) delivery policy

(c) Information Security and Confidentiality. If you store Cardholder account numbers, expiration dates, and other personal Cardholder data in a database, you must follow Visa and MasterCard guidelines on securing such data. You must, at all times, remain in compliance with the Cardholder information security and confidentiality requirements of Payment Card Industry Data Security Standards (hereinafter referred to as "PCIDSS") as applicable, as mandated by the Associations and Member. These requirements are more fully set forth in Section XII.B.4 below. An abridged version of the MasterCard rules may be viewed at www.mastercardmerchant.com.

II. Checking Account.

A. Establishment and Authority. You may establish and maintain a checking account at the financial institution of your choice to facilitate payment for Card transactions and the transfer of amounts due you from your ProPay Account in accordance with the ProPay Electronic Funds Transfer Agreement. You irrevocably authorize Member and ProPay to immediately debit the Checking Account associated with your ProPay Account for the transfer of your funds as established pursuant to the Electronic Funds Transfer Agreement for any and all fraudulent transactions, any negative balance in your ProPay Account and for fees and any other penalties or payments you owe Member and ProPay under this Agreement, unless other terms have been agreed upon between ProPay and your Affiliated Company. You agree that Member and ProPay shall not incur any liability for any loss, costs or fees incurred by you that are the result of such debits by ProPay.

B. Electronic Funds Transfer Agreement. The transfer of funds by you into and out of your ProPay Account is governed by the terms and conditions of the ProPay Electronic Funds Transfer Agreement referenced herein. You hereby agree to the terms and conditions of the ProPay Electronic Funds Transfer Agreement as amended from time to time, and which is incorporated into this Agreement by reference as if fully set forth herein.

III. Security Interests, Reserve Account, Recoupment and Set Off.

A. Security Interest.

1. Security Agreement. This Agreement will constitute a security agreement under the Uniform Commercial Code. You grant to Member and ProPay a security interest in and lien upon: (a) all funds representing amounts owing you under this Agreement at any time in the Member Operating Account, regardless of the source of such funds; (b) all funds at any time in the Reserve Account (as defined below), regardless of the source of such funds; (c) present and future Sales Transmittals; and, (d) any amount which may be due to you under this Agreement, including, without limitation, all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets"). You agree to provide other security to Member and ProPay upon request to secure your obligations under this Agreement. These security interests and liens will secure all of your obligations under this Agreement and any other agreements now existing or later entered into between you, Member and ProPay including, but not limited to, your obligation to pay any amounts due and owing to ProPay. This security interest may be exercised by Member and/or ProPay without notice or demand of any kind by making an immediate withdrawal or freezing of your Secured Assets.

2. Perfection. Upon request of Member or ProPay, you will execute one or more financing statements or other documents to evidence this security interest. You represent and warrant that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, Member and ProPay will have all rights afforded under the Uniform Commercial Code and any other applicable law and in equity. You will obtain from ProPay written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment. As such, Member or ProPay are not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by Member or ProPay. You authorize ProPay and appoint ProPay your attorney in fact to sign your name to any financing statement used for the perfection of any security interest or lien granted hereunder.

B. Reserve Account.

1. Establishment. For the purpose of providing a deposit and a source of funds to pay Member and ProPay for amounts owed by you, you shall deposit into a Member titled account maintained by ProPay initially or at any time in the future as requested in good faith by ProPay, sums sufficient to satisfy your current and/or future obligations as determined by ProPay. Funds, if any, in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: (a) this Agreement has been terminated; and, (b) you have paid in full all amounts owing or that could ever be owed under this Agreement, including, without limitation, all outstanding/uncollected amounts and potential chargebacks. Member shall have sole control of the Reserve Account. Member or ProPay may, at any time, require that the amount on deposit in the Reserve Account be increased and shall have sole discretion as to the amount thereof from time to time. In no event shall you be entitled to a return of any sums remaining in the Reserve Account for 270 days following the effective date of termination of this Agreement.

2. Funding. Member and ProPay have the right to debit your funds in the Member Operating Account to establish, increase or maintain funds in the Reserve Account. ProPay may deposit into the Reserve Account funds it would otherwise be obligated to pay you, for the purpose of establishing, increasing or maintaining the Reserve Account in accordance with this Section III, if it determines such action is reasonably necessary to protect its interests, or its Member's interests. You understand and agree that if you are required to establish a Reserve Account, you have an obligation under this Agreement to maintain at all times a balance in the Reserve Account sufficient to protect Member and ProPay against losses resulting from transactions initiated by you.

3. Authorizations. Member or ProPay may, without notice to you, apply funds deposited in your Reserve Account against any outstanding amounts you owe Member or ProPay under this Agreement or any other agreement between you and ProPay. Also, ProPay may debit your Reserve Account to exercise its rights or those of the Member under this Agreement to collect any amounts due to Member or ProPay including, without limitation, rights of set-off and recoupment.

C. Recoupment and Set Off.

1. Right to Recoupment. Member and ProPay have the right of recoupment and set-off. This means that they may offset any outstanding/uncollected amounts owed to them from: (a) any amounts owed to you that they would otherwise be obligated to deposit into the Member Operating Account, (b) any other amounts ProPay may owe you under this Agreement or any other agreement, and (c) the Checking Account which you may have associated with your ProPay Account in accordance with the Electronic Funds Transfer Agreement. You acknowledge that in the event of a bankruptcy proceeding, in order for you to provide adequate protection under Bankruptcy Code § 362 to Member and ProPay, you must create or maintain the Reserve Account as required by Member and ProPay, and Member and/or ProPay will have the right to offset against the Reserve Account for any and all obligations which you may owe to Member and/or ProPay, without regard to whether the obligations relate to Sales Transmittals initiated or created before or after the filing of the bankruptcy petition.

2. Remedies Cumulative. The rights conferred upon the Member and ProPay in this Section III are not intended to be exclusive of each other or of any other rights and remedies of the Member and ProPay under this Agreement, at law or in equity. Rather, each and every right of Member and ProPay at law or in equity will be cumulative and concurrent and in addition to every other right.

IV. FEES, OTHER AMOUNTS OWED, AND ACCOUNT INACTIVITY

A. Fees. You will pay to ProPay fees for services in accordance with the Exhibit A, the Pricing Disclosure Statement which is incorporated into this Agreement by reference. Such fees will be calculated and debited from amounts due to you under the ProPay Account concurrently with transaction activity or will be netted out from the funds due you under this Agreement.

B. Other Amounts Owed. You will immediately pay ProPay any amount incurred by ProPay attributable to this Agreement, including but not limited to chargebacks, credits, fines imposed by Visa, MasterCard, Discover, American Express, as applicable, and non-sufficient fund fees and ACH debits that overdraws amounts due to you under the ProPay Account, Reserve Account, or at any other financial institution for any amount you owe ProPay under this Agreement or under any contract now existing or later entered into between you and ProPay

C. Taxes. You are also obligated to pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. You understand that the aforementioned does not obviate your responsibility for your tax liability incurred with the sale of goods or services regarding transaction activity associated with your ProPay Account.

D. Annual Fee. On the Effective Date of your respective Account, you will be assessed the Annual Fee corresponding to the Account type you select on the date of your initial order and in the month prior to each anniversary date thereafter (11 months after the Effective Date). The amount corresponding to the Account type is set forth in Pricing Disclosure Statement, Exhibit A. You will have the option to renew your Account type or to select another Account type with its associated fee and discount rate at the time of renewal. You have 30 days from the Effective Date of your respective Account or from the anniversary date in the event you renew your Account type to update your Account to a higher priced Account type paying the difference between the two Account types. If you elect to purchase a higher priced Account type after this 30 day period you will pay the full price for the new Account type. You may cancel your Account at any time by providing ProPay notice of the cancellation. If you cancel within 30 days of the date of your payment of your Annual Fee, ProPay will refund some, but not all, of your Annual Fee to you. If you cancel your Account 30 days or more after the date of your payment of your Annual Fee, your Annual Fee will not be refunded and your Account will be cancelled. If you have not cancelled your Account and if the Annual Fee is not paid by midnight on the anniversary date, the Annual Fee will be assessed on a monthly basis (the Annual Fee payable monthly shall be calculated by multiplying the previous annual fee by two and then dividing by 12) until you take action to renew, upgrade or cancel your Account. In the event any Annual Fee is not paid for any reason, this Agreement may be terminated and your Account closed. To reopen the Account or renew any service, an application may be required and all fees, including an Annual Fee and/or Reactivation Fee may apply.

E. Monthly Maintenance Fee. For Accounts for which you did not pay an Annual Fee ("Trial Account") that is inactive you agree to pay a Monthly Maintenance Fee of five dollars ($5.00) per month. Account inactivity shall mean the failure to present any transaction for clearing and settlement or failure to add funds or access funds in your ProPay Account by means of an electronic transfer as defined in the Electronic Funds Transfer Agreement for a period of 180 consecutive days.

F. Acceptable Methods of Payments. The Annual Fee may be paid by e-check or by credit card or debit card. Renewal of the Annual Fee, Monthly Maintenance Fees, and other fees will be charged to your credit card or deducted from any amounts due you in your Member Operating Account.

G. Processing Credit. You may be granted processing credit. This processing credit may only be used by you to offset processing fees you may owe to ProPay. The processing credit is limited to paying for processing fees, as shown in the Pricing Disclosure Statement or Exhibit 1 of the Electronic Transfer Agreement, and cannot be converted to cash. If not used within the period of time specified by ProPay or prior to the termination or expiration of your Account, the processing credit shall expire. The foregoing notwithstanding, ProPay may, at its sole discretion, cancel any processing credit granted to you.

H. Other Fees. You may also be subject to a different Discount and Authorization Fees than those set forth on the Pricing Disclosure Statement if authorizations are submitted to your ProPay Account, on your behalf, by an approved affiliate utilizing ProPay's XML interface. These fees are published by the affiliate that submitted the transactions on your behalf and are therefore binding upon you.

I. Processing Fee. You agree to pay a processing fee of $80.00 to ProPay in the event it is determined that ProPay and/or the Member must return funds to any state or other governmental body as a result of any unclaimed property or similar laws owing to you under this Agreement that remain in the Member Operating Account or Reserve Account or otherwise in the possession of ProPay attributable to you, to reimburse ProPay for the cost of making such a determination and for processing any attendant documentation.

V. APPLICATION, INDEMNIFICATION, LIMITATION OF LIABILITY.

A. Application. You represent and warrant to ProPay that all information in the Application is correct and complete. You warrant to ProPay that the information contained in your Application accurately and fully describes and details the nature, type and scope of the business in which you are engaged, including but not limited to the products and/or services you intend to sell, the URL and website associated with your business, and for which you contemplate using your ProPay Account.  You acknowledge and covenant that you will only use your ProPay Account for the business purpose set forth by you in your Application.  You understand that the aforementioned information is essential for ProPay to receive in order to satisfy the applicable federal, state, Association and/or banking regulatory requirements with which ProPay must comply.  You must notify ProPay via e-mail of any changes to the information in the Application, including but not limited to a change of your email address, URL and/or website associated with your business. The notice must be received by ProPay within 10 business days of the change. Further, you warrant that you will provide ProPay with notice, via email , in the eventuality you intend to sell products and/or services different than those delineated in your Application, or otherwise intend to alter the nature, type and scope of the business in which you are engaged.  This notice must be received by ProPay prior to your implementation of any contemplated changes to your business.  ProPay reserves the right to terminate this Agreement in the event the contemplated changes to your business violate the terms and conditions of this Agreement or are in violation of the applicable federal, state, Association and/or banking regulatory requirements with which ProPay must comply or if such changes would, in the sole discretion of ProPay, increase our risk exposure to an unacceptable level.  Also, you will provide updated information to ProPay within a reasonable time upon request. You are liable to ProPay for all losses and expenses incurred by ProPay arising out of your failure to report changes to them. ProPay may immediately terminate this Agreement upon notification of a material change to the information in the Application.

B. Indemnification. You shall indemnify and hold the Member and ProPay harmless for any action it takes with respect to your ProPay Account, including funds in the Member Operating Account, and/or Reserve Account. You will also indemnify and hold harmless the Member for acting in accordance with any instruction from you or ProPay regarding your ProPay Account. Further, you shall indemnify and hold harmless Member and ProPay, its employees, officers, directors, shareholders and agents from any and all loss, cost, expense, claim, damage and liability (including attorneys' fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following:

1. Any and all claims or damages made by third parties arising out of this Agreement, including but not limited to all attorneys' fees and costs paid or incurred by ProPay in the enforcement of the Agreement and those resulting from any transaction processed under this Agreement, or any breach by you of this Agreement and those related to any bankruptcy proceeding;

2. Willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives;

3. Any and all claims or damages by you which are the result of theft, embezzlement, or unauthorized use with respect to your ProPay Account.

C. Unauthorized Use. You assume any and all risk of loss and/or damages which arise out of or are the result of the theft, embezzlement, or unauthorized use with respect to your ProPay Account and hold harmless ProPay and Member from any and all claims, demands or causes of action, including attorneys' fees and costs which arise out of or are the result of the theft, embezzlement, unauthorized use regarding your ProPay Account and the prepaid debit or stored value card attached to your ProPay Account.

D. Password. If you share your ProPay Account password with any third party, ProPay has the right to assume that the action taken by the third party regarding your ProPay Account was authorized by you and shall be deemed to have been authorized by you, whether or not such authority actually exists.

E. Limitation of Liability. Any liability of the Member and ProPay under this Agreement, whether to you or any other party, whatever the basis of the liability, will not exceed in the aggregate the difference between the amount of fees ProPay received from you during the month in which the transaction out of which the liability arose accrued and any assessments, chargebacks, and offsets against such fees which arose during that month. If more than one month is involved, the aggregate amount of Member or ProPay's liability will not exceed the lowest amount determined in accordance with the previous sentence for any one month involved. In no event shall Member or ProPay, its agents, officers, directors or employees be liable for indirect, special or consequential damages.

F. Performance. ProPay and Member will perform all services in accordance with this Agreement. No party will be liable to the other parties for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party.

G. No Warranties. NEITHER PROPAY NORE MEMBER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING ITS SERVICES, AND NOTHING CONTAINED IN THIS AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. PROPAY AND MEMBER DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT. PROPAY DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO MEMBER OR PROPAY MAKE ANY WARRANTY AS TO THE PERFORMANCE OR ANY RESULTS THAT MAY BE OBTAINED BY THE USE OF SERVICES. Further, ProPay shall make reasonable efforts to ensure that all transaction requests are processed in a timely manner. However, ProPay makes no representations or warranties regarding the amount of time needed to complete processing because our service is largely dependant upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.

H. Liability for Violations of High Risk Transactions/Acceptable Use Policy. If you engage in the behavior set forth and proscribed above in ProPay's High Risk Transaction/Acceptable Use Policy (Section I.7(a)), ProPay may fine you in accordance with the terms set forth below.

1. Fines. You and ProPay agree that the damages that ProPay will sustain as a result of the behavior prohibited in the ProPay High Risk Transactions/Acceptable Use Policy will be substantial, including, without limitation, fines and other related expenses from Visa, MasterCard, American Express, or Discover, its sponsor banks, payment processors and service providers, but may be extremely difficult and impracticable to ascertain. In the event that you engage in the aforementioned prohibited behavior set forth in Section I.D. 7(a) above, then ProPay may fine you $500.00 USD and/or ProPay may take legal action against you to recover losses that are in excess of the amount fined. You acknowledge and hereby agree that $500.00 USD is reasonable minimum estimate of ProPay's damages, considering all currently existing circumstances, including, without limitation, the relationship of the sum to the range of harm to ProPay that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult to ascertain. You agree that ProPay is entitled to invoke the security interest it has, as set forth in Section III.A.1., pursuant to a violation of the High Risk Transaction/Acceptable Use Policy of this Agreement, in order to collect the fines levied against you, or other losses incurred by ProPay, as set forth in this Section.

2. Liability. You understand that, if you use the ProPay service in contravention of the High Risk Transactions/Acceptable Use Policy set forth in this Agreement, ProPay may incur substantial liability and/or suffer significant damages, including, without limitation, fines and other related expenses from Visa, MasterCard, American Express or Discover, its sponsor banks, payment processors and service providers. By selling goods or services, including access to content, in violation of the High Risk Transactions/Acceptable Use Policy of this Agreement, you hereby acknowledge liability to ProPay for any and all damages suffered by ProPay, without limitation, despite other language in this Agreement to the contrary. Without limiting the foregoing, you agree to reimburse ProPay for any and all costs, expenses, and fines levied on ProPay by Visa, MasterCard, American Express or Discover, its sponsor banks, payment processors or service providers as a result of your activities.

3. Attorney's Fees. Further, you agree that if either you or ProPay commence litigation or arbitration in connection with this paragraph, the prevailing party is entitled to recover reasonable attorneys' fees and any other costs incurred in such proceeding, in addition to any other relief to which the prevailing party may be entitled.

VI. Representations and Warranties.

A. You Represent. You represent and warrant to ProPay at the time of execution and during this term of this Agreement the following:

1. Information. All information contained on the Application or any other document submitted to ProPay is true and complete.

(a) If an Individual Account: (i) you are at least 18 years of age; (ii) have provided ProPay all information required for financial account holder identification and verification; and, (iii) you are a sole proprietorship validly existing in the United States or its territories.

(b) If an Entity Account: (i) the entity was validly formed, registered and is in good standing in at least one of the fifty states States or its territories; (ii) you have provided the complete name of the entity described in (b)(i) or its registered dba; (iii) you have provided ProPay with the entities Employer Identification Number; and, (iv) you warrant that you are an authorized representative of the entity.

2. No Litigation. There is no action, suit or proceeding pending or to your knowledge threatened which if decided adversely would impair your ability to carry on your business substantially as now conducted or which would adversely affect your financial condition or operations. You have never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, you have disclosed this to ProPay.

3. Transactions. All transactions are bona fide. No transaction involves the use of a card for any purpose other than the purchase of goods or services from you and does not involve a Cardholder obtaining cash from you unless allowed by the Rules and agreed in writing with ProPay.

B. Authority. You have the authority to execute and perform the terms and conditions of this Agreement and you represent and warrant that you will be bound by all provisions of this Agreement, and that you are authorized to execute any documents and to take any action which may be required by ProPay now or in the future. By checking the box on the account application and thereby submitting the application, or upon your first account transaction, you hereby acknowledge that you have read and understand the terms and conditions of the Agreement, Electronic Funds Transfer Agreement, the Electronic Communications Agreement, Privacy Policy, Terms of Use, Disclosure, ProtectPay Service Agreement for the storage of data, and other Policies, as applicable, which have been set forth above, and that you agree to be bound by the terms and conditions of these documents. Further, you understand that your act of checking the box on the account application and submitting the application represents your electronic signature and represents your authorization to be bound by the aforementioned Agreement, Electronic Funds Transfer Agreement, the Electronic Communications Policy, Privacy Policy, Error Resolution Policy, Terms of Use, Disclosure, ProtectPay Service Agreement for the storage of data, and other policies, as applicable, and your intent that these documents have legal and binding effect. You also hereby represent and warrant that this Agreement will not violate any law, or conflict with any other agreement to which you are subject.

VII. INFORMATION AUTHORIZATION.

A. Authorization. You authorize ProPay to make, from time to time, any business and personal credit and other inquiries considered necessary to review the acceptance and continuation of this Agreement. You also authorize any person or credit reporting agency to compile information to answer those credit inquires and to furnish that information to them.

B. Documents. You will provide ProPay financial statements and other financial, customer and personal information as requested from time to time.

C. Verification of Personal Information.  Pursuant to applicable state and federal law, the identity of each applicant will be verified.  You acknowledge that, in order to receive a ProPay Account, you must give ProPay sufficient information and documentation to verify your identity.  You agree to give ProPay any information and/or documentation ProPay may reasonably request to verify your identity.  You also authorize us to make any inquiries we consider appropriate or necessary to verify your identity.  ProPay reserves the right to decline your application if ProPay is unable to fully verify your personal information.

D. ELECTRONIC COMMUNICATIONS AGREEMENT. YOU AGREE TO TERMS OF THE PROPAY ELECTRONIC COMMUNICATIONS AGREEMENT AS AMENDED FROM TIME TO TIME ("E-COMMUNICATIONS AGREEMENT"), WHICH MAY BE OBTAINED UPON REQUEST OR AT: HTTP://WWW.PROPAY.COM/LEGAL-AGREEMENTS/ELECTRONIC-COMMUNICATION-AGREEMENT, AND WHICH IS INCORPO-RATED INTO THIS AGREEMENT BY REFERENCE AS IF FULLY SET FORTH HEREIN.

E. Privacy Policy. You agree to the terms of the ProPay Privacy Policy as amended from time to time ("Privacy Policy"), which may be obtained upon request or at: http://www.propay.com/legal-agreements/privacy-policy, and which is incorporated into this Agreement by reference as if fully set forth herein.

VIII. PERSONAL GUARANTEE.

A. Inducement. As a primary inducement to ProPay to enter into this Agreement, by electronically signing the Application, you jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by you of each of its duties and obligations to ProPay pursuant to this Agreement, as it now exists or amended from time to time, with or without notice. Guarantor understands further that ProPay may proceed directly against the Guarantor without first exhausting its remedies against any other person or entity responsible therefore to it or any security held by ProPay. This guarantee will not be discharged or affected by the death of the Guarantor, will bind all heirs, administrators, representatives and assigns and may be enforced by or for the benefit of any successor of ProPay. Guarantor understands that the inducement to ProPay to enter into this Agreement is consideration for the guaranty, and that this guaranty remains in full force and affect even if the Guarantor receives no additional benefit from the guaranty.

IX. THIRD PARTIES, HARDWARE AND SOFTWARE REQUIREMENTS.

A. Responsibility for Third Party Compliance. You may be using special services or software provided by a third party to assist you in processing transactions, including authorizations and settlements, or accounting functions. You are responsible for ensuring compliance with the requirements of any third party in using their products. This includes making sure you have and comply with any software updates. ProPay has no responsibility for any transaction until that point in time ProPay receives data about the transaction.

B. Responsibility for Hardware and Software. You are required to provide and maintain your own hardware and software. For access to ProPay's website via the internet, at a minimum, you must provide: (1) An Internet browser that supports 128-bit encryption, such as Netscape Navigator version 4.0 or above or Internet Explorer version 4.0 or above, (2) a personal computer, operating system, and telecommunications connections to the Internet capable of supporting the foregoing, (3) Sufficient electronic storage capacity on your computer's hard drive or other data storage unit and (4) a printer that is capable of printing from the applicant's browser and e-mail software. It is highly recommended that you use a firewall and frequently updated anti-virus software.

X. TERM AND TERMINATION.

A. Term. The Agreement will become effective on the date the Member accepts this Agreement ("Effective Date"). The Agreement will remain in effect for 1 year ("Initial Term") and is renewable for successive 1 year terms ("Renewal Term"), as set forth herein, unless terminated as set forth below. The Initial Term as referenced above shall expire one calendar year from the Effective Date or Renewal Term of the Agreement, pursuant to Mountain Time (e.g. if the Effective Date on an Agreement is April 12, the Account shall expire at 12:00 a.m. MT on April 13 of the following year).

B. Termination. This Agreement may be terminated by any party effective at the end of the Initial or any Renewal Term by providing notice of intent not to renew at least thirty (30) days prior to the expiration of the then current term. Additionally: (a) this Agreement may be terminated at any time by ProPay with or without cause, and without prior notice; and, (b) this Agreement may be terminated by you in the event of a material breach of the terms of this Agreement by ProPay, provided you give ProPay written notice of any alleged breach and such breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. ProPay's rights of termination under this Agreement are cumulative. A specific right of termination shall not limit any other right of ProPay to terminate this Agreement expressed elsewhere. Notice of termination may be given orally or in writing, but if given orally shall be confirmed in writing. Termination shall be effective on the date specified by the written notice.

1. Independent Sales Consultants - Affiliated Company (As Applicable). Termination of this Agreement shall coincide with the termination of your Independent Consultant Agreement with your Affiliated Company, as applicable. If you continue to utilize the payment services provided pursuant to this Agreement beyond the termination of your relationship with your Affiliated Company, you hereby agree to be bound by the terms and conditions of the Agreement, as well as the Policies referenced and incorporated herein, as it is currently posted at the ProPay website.

C. Member Termination of Merchant Account. The Member hereby reserves the right for the immediate termination of your merchant account and relationship due to significant circumstances and/or activities by you which create harm or loss to the goodwill of the attendant Association system. Circumstances under which the Member may invoke this right include, but are not limited to, when your practices and exception item activity are such that they create a substantial risk of loss and/or harm to the payment system, including illegal activity, high risk transactions and activities in contravention of the High Risk Transactions/ Acceptable Use Policy described in this Agreement herein.

D. Action Upon Termination and Unclaimed Property. You acknowledge that ProPay is required to report your name to Visa, MasterCard, Discover, and American Express when your Account is terminated due to the reasons listed in the Rules and Regulations issued by the applicable Association. You will waive and hold harmless ProPay for all claims and liabilities you may raise as a result of such reporting. Upon the expiration of the applicable time period regarding account inactivity as mandated by state law, your ProPay Account will be formally terminated. Thirty (30) days after the termination of your ProPay Account, funds due to you from your ProPay Account, or otherwise in the possession of ProPay and attributable to you, shall be remitted to any state or other governmental body as a result of any unclaimed property or similar laws, subject to the Processing Fee described in Section IV.I above. Failure to present any transaction for clearing and settlement or failure to add funds or access funds in your ProPay Account by means of a prepaid debit or stored value card, as applicable, or by means of an electronic transfer as defined in the Electronic Funds Transfer Agreement, for the applicable time period as mandated by state law, may result in your ProPay Account being terminated.

E. Terminated Merchant Account. All your obligations regarding accepted Sales Transmittals will survive termination of this Agreement. You must maintain a sufficient amount with respect to your ProPay Account in the Member Operating Account and the Reserve Account to cover all chargebacks, deposit charges, refunds and fees incurred by you for a reasonable time, but in any event not less than the time specified in this Agreement. Any balance remaining after chargeback rights have expired and all other amounts owed have been paid will be disbursed to you. You authorize ProPay to debit those accounts, or any other account maintained under this Agreement, for all such amounts. If the amounts, as set forth above, are not adequate you will pay ProPay the amount you owe ProPay them upon demand, together with all costs and expenses incurred to collect that amount, including attendant collection costs and reasonable attorneys' fees.

F. Liquidated Damages. If this Agreement is terminated by ProPay because ProPay reasonably determines that you have misrepresented your true identity or that you have provided false information to ProPay, you will owe ProPay, as liquidated damages and not a penalty, a misrepresentation fee equal to your maximum monthly processing limit multiplied by 2. You agree that this amount is reasonable in light of the anticipated harm caused by your false information.

XI. COMPLIANCE; LAWS AND RULES.

A. Operating Rules. You agree to comply with all rules and operating regulations issued from time to time by MasterCard, Visa, Discover, American Express, and any policies and procedures provided by ProPay, including those set forth in the Operating Guide ("Rules"). The Rules are incorporated into this Agreement by reference as if they were fully set forth in this Agreement herein. An abridged version of the MasterCard rules may be viewed at www.mastercardmerchant.com.

B. Federal, State and Local Laws. You further agree to comply with all applicable federal, state local laws, rules and regulations ("Laws"), as amended from time to time affecting acceptance of the cards, processing of card transactions, and the transactions contemplated by this Agreement. You will assist ProPay in complying in a complete and timely manner with all Laws and Rules now or hereafter applicable to any Card transaction or this Agreement. You will execute and deliver to ProPay all such instruments ProPay may reasonably deem necessary.

C. IRS Reporting. To comply with IRS 1099-K reporting requirements, ProPay will collect and verify your social security number (SSN) or employer identification number (EIN), legal name, and address. If you have more than $20,000 in “gross amount” of sales and 200 or more transactions in a calendar year, ProPay will file a form 1099-K with the U.S. Internal Revenue Service (IRS). Beginning on January 1, 2012, ProPay may collect 28% federal backup withholding upon transaction settlement, on behalf of the IRS, from you if you do not supply your legal name, SSN or EIN, or if you fail to respond to a request from ProPay to verify the same. All withholdings will be remitted to the IRS as required by law. To avoid potential backup withholdings, you should notify ProPay any time there is a change to your SSN, EIN, legal name or business address, and ensure you respond to any request for verification and record update from ProPay.

XII. GENERAL PROVISIONS.

A. Use of Trademarks. Your use of Visa, MasterCard, American Express, and Discover marks will fully comply with the Rules. Your right to use the Visa, MasterCard, American Express, and Discover marks will cease upon termination of this Agreement. Your use of Visa, MasterCard, American Express, and Discover or other cards' promotional materials will not indicate, directly or indirectly, that Visa, MasterCard, American Express, or Discover endorse any goods or services other than their own and you may not refer to Visa, MasterCard, American Express, or Discover in stating eligibility for your products or services.

B. Confidentiality.

1. Cardholder Information. You will not disclose to any third party Cardholders' account information or other personal information, except to an agent of yours assisting in completing a Card transaction, or as required by law. You must keep all systems and media containing account, Cardholder or transaction information (physical or electronic, including but not limited to account numbers, and card imprints,) in a secure manner, to prevent access by or disclosure to anyone other than your authorized personnel. You must destroy in a manner that will render the data unreadable all such media that you no longer deem necessary or appropriate to store (except for Sales Transmittals maintained in accordance with this Agreement, Laws, and the Rules). Further, you must take all steps reasonably necessary to ensure Cardholder information is not disclosed or otherwise misused. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization.

2. Member Notification. You must notify the Member in the event you invoke the services and/or use of any agent which will have access to Cardholder data. Association regulations mandate that all agents that access, store, transmit, or process Cardholder data must be registered and comply with the established data security standards of PCI, as further set forth below. Members must ensure only agents that have been properly registered with the Association are utilized by you.

3. Prohibitions. You will not use for your own purposes, will not disclose to any third party, and will retain in strictest confidence all information and data belonging to or relating to the business of ProPay (including without limitation the terms of this Agreement), and will safeguard such information and data by using the same degree of care that you use to protect your own confidential information. You authorize ProPay to disclose your name and address to any third party who requests or otherwise has a reason to know such information.

4. PCIDSS and Confidentiality Requirements. In addition to the security and confidentiality requirements of this Agreement as set forth above, you shall, at all times, with respect to Cardholder data, transaction information, and storage and disclosure of said data and information, comply with the Cardholder information security and confidentiality requirements of Payment Card Industry Data Security Standards (hereinafter referred to as "PCIDSS") as applicable, as mandated by the Associations and sponsor banks with whom ProPay is affiliated through its regular course of business.

(a) Compromise Notification. In the event of breach or intrusion of, compromise or otherwise unauthorized access to Cardholder account information which is stored and in the possession of you, you shall immediately notify ProPay, and provide ProPay with information relating and pertaining to the type, nature and extent of Cardholder account information which has been compromised. Further, you shall cooperate with ProPay regarding reasonable requests for information and details regarding the compromise of Cardholder account information. You shall make all reasonable, good faith efforts to remedy and address the cause of said breach, intrusion, compromise or otherwise unauthorized access to Cardholder account information.

(b) Continuity Procedures. You shall maintain industry "best practices" regarding continuity procedures and systems to ensure security of Cardholder account information in the event of a disruption, disaster, or failure of your respective data storage system and/or facility.

C. Miscellaneous Provisions.

1. Entire Agreement. This Agreement, including the Pricing Disclosure Schedule, Policies, the completed Application, the Rules, and any amendment or supplement to this Agreement or other referenced agreements, made in accordance with the procedures set forth in Section XII.C.10 below, all of which are incorporated into this Agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement.

2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, except where Federal law is applicable.

3. Jurisdiction/Waiver of Jury Trial. THE PARTIES AGREE THAT ALL PERFORMANCES AND TRANSACTIONS UNDER THIS AGREEMENT WILL BE DEEMED TO HAVE OCCURRED IN UTAH AND THAT YOUR ENTRY INTO AND PERFORMANCE OF THIS AGREEMENT WILL BE DEEMED TO BE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF UTAH. YOU AND PROPAY CONSENT TO AND AGREE THAT, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES HEREUNDER SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN SALT LAKE CITY, UTAH. YOU AND PROPAY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING ANY RIGHTS OR DISPUTES UNDER THIS AGREEMENT.

4. Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

5. Assignability. This Agreement may be assigned by ProPay, but may not be assigned by you directly or by operation of law, without the prior written consent of ProPay. If you nevertheless assign this Agreement without ProPay's consent, the Agreement will be binding on the assignee. If you sell your business, and the new owners incur chargebacks, the original owner and all original guarantors will be held personally liable for all chargebacks and any other liabilities of the new owners.

6. Notices. Any written notice under this Agreement will be deemed given and delivered upon the earlier of: (a) actual receipt or (b) five days after being deposited in the United States mail, and addressed, if to ProPay, to: ProPay, Inc., 3400 N Ashton Blvd, Suite 200, Lehi, UT 84043, and if to the other parties: to the last address shown on the records of the sender or (c) one (1) business day after being sent by email or other electronic communication if to you at the last email address provided by you to ProPay and if to ProPay at http://www.propay.com/propay-company/contact-propay/.

7. Bankruptcy. You will immediately notify ProPay of any bankruptcy, receivership, insolvency or similar action or proceeding initiated by or against you. You will include ProPay on the list and matrix of creditors as filed with the Bankruptcy Court, whether or not a claim may exist at the time of filing, and failure to do so will be cause for immediate termination or any other action available to ProPay under applicable Rules or Law. You acknowledge that this Agreement constitutes an executory contract to make a loan, or extend other debt financing or financial accommodations to or for the benefit of you, and, as such, cannot be assumed or assigned in the event of your bankruptcy.

8. Attorneys' Fees. You will be liable for and will indemnify and reimburse ProPay for all attorneys' fees, with our without suit, court costs, collection agency fees not to exceed 50% of the amount owed, and other costs and expenses paid or incurred by ProPay in the enforcement of this Agreement, or in collecting any amounts due from you to ProPay or resulting from any breach by you of this Agreement.

9. Customer Contact. You authorize ProPay to contact your customers or their bank if they determine that such contact is necessary to find out information about any payment transaction between you and the customer. Also, you will provide to ProPay, upon ProPay's request, contact information for your customers as deemed necessary and reasonable by ProPay.

10. Amendments. The Agreement and the Policies referenced and incorporated herein may be amended, modified or revised at any time, without notice. While ProPay may notify you as the Agreement and/or Policies referenced herein are modified, it is your sole responsibility to review and maintain familiarity with the Agreement and Policies, including any changes that may be made to these documents, respectively, from time to time thereto. The amendments to the Agreement and/or Policies referenced herein will become effective and binding upon you immediately and contemporaneously as the amendments are published to the ProPay website (www.propay.com). In the event you do not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, you shall provide written notice to ProPay (including by submitting to ProPay Customer Service at http://www.propay.com/propay-company/contact-propay/) by providing your name, your current email address on file with ProPay, the last four (4) digits of your Social Security Number and a statement that you do not agree to the terms. If you do not agree to the terms of the amendment, your account will be terminated and closed. Notwithstanding the foregoing, (a) changes to fees authorized by this Agreement or in the Pricing Disclosure Statement will be effective upon the giving of notice to you and (b) any fee increase, change in Rules or other requirement imposed by Visa, MasterCard, Discover, or American Express may be passed on to you and will be effective upon the giving of notice to you.

11. Severability and Waiver. If any provision of this Agreement (including the Pricing Disclosure Statement) is held invalid, illegal, void or unenforceable by reason of any judicial decision, all other provisions of this Agreement shall nevertheless remain in full force and effect. No course of dealing, delay or failure to enforce any provision or exercise any right under this Agreement, by ProPay or Member shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this Agreement or affect the validity of this Agreement or curtain the ability of any party to enforce such provision or exercise such right in the future. All waivers must be signed by ProPay.

12. Independent Contractors. ProPay, Member, and You will be deemed independent contractors and none will be considered agent, joint venturer, or partner of the other.

13. Survival. All Sections of the Agreement(I through XII hereof), Policies and the applicable Pricing Disclosure Statement in effect upon the date of termination shall survive termination of this Agreement.

14. Arbitration. Notwithstanding anything in this Agreement to the contrary, ProPay, Member and you agree that any one of them (a "party") may require that any claim or dispute ("Dispute") under this Agreement shall be resolved exclusively and finally by binding arbitration, administered by the National Arbitration Forum ("NAF") and conducted under its rules, except as otherwise provided below. For the purposes of this paragraph, "Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, negotiations leading to the Agreement, its interpretation, any act of any party related to the Agreement, or the breach, termination, applicability or validity thereof. The arbitration will be conducted before a single arbitrator, and will be limited to your Dispute. You may not bring a Dispute on behalf of others or join others in any similar claims (you may not bring or participate in a class action). As the parties to the Dispute agree, the arbitration shall be held in Utah by submission of documents, by telephone, online or in person. Any decision rendered in such arbitration proceedings shall be final and binding on each of the parties, to the Dispute and judgment may be entered thereon in any court of competent jurisdiction. Should any party bring a Dispute in a forum other than NAF, the arbitrator may award the other party or parties their reasonable costs and expenses, including actual attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Each party understands that it would have had a right to litigate disputes through a court, and that each has expressly and knowingly waived that right and agreed to resolve any Dispute through binding arbitration. The parties intend that the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern this arbitration provision. Information on arbitration procedure may be obtained from the NAF on-line at www.arb-forum.com, by calling 800-474-2371 or by writing to P.O. Box 50191, Minneapolis , MN, 55405.

Addendum

Wells Fargo Bank, N.A.'s (Bank) mailing address is 1200 Montego Way, MAC A0347-023, Walnut Creek, CA 94598, Attn: ISO - ProPay and its phone number is 925-746-4172. The Bank is the only entity approved to extend acceptance of Association products directly to you and it must be a signatory to this Agreement. Some of the Bank's important responsibilities are (i) educating Merchants on pertinent Association Rules, (ii) being responsible for and providing settlement funds to you and (iii) being responsible for all funds held in reserve that are derived from settlement. Some of Your important responsibilities are to (i) ensure compliance with cardholder data security and storage requirements, (ii) maintain fraud and chargebacks below thresholds, (iii) review and understand the terms of the Agreement(s) and (iv) comply with Association rules.

PRICING DISCLOSURE STATEMENT, EXHIBIT A

You will be charged the following fees unless they are waived, adjusted by special arrangement, or changed by Affiliate Company specific pricing: