Confidential Cash Card Issuer Agreement

Exhibit 10.4

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF THIS AGREEMENT. THE REDACTED PROVISIONS ARE INDICATED BY THREE ASTERISKS ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential

Cash Card Issuer Agreement

This Cash Card Issuer Agreement ("Agreement") is entered into as of October 11 , 2002 ("Effective Date"), by and between NBO Systems, Inc., a Maryland corporation, whose address is 3676 West California Avenue, Building D, Salt Lake City, UT 84104 ("Issuer") and Discover Financial Services, Inc. ("DFS"), a Delaware Corporation, whose address is 2500 Lake Cook Road, Riverwoods, Illinois 60015.

Recitals

A.     Issuer will design, market, and make available Cards to various individuals.

B.     Issuer may offer Cards directly to consumers for sale on its website, through a call center, at NBO controlled Counter Top distribution points in malls and shopping centers, and through other distribution channels, as approved by DFS.

C.     DFS operates a Network that will allow Cardholders to purchase goods or services from participating Merchants using Cards issued by Issuer.

D.     Merchants will comply with Network operating regulations and Authorize according to their contracts.

E.      Purchase value or sales are based on the amounts allocated to the card, pursuant to the following terms governing the creation and use of these cards.

F.      Cardholders shall be able to use the Cards to make purchases, within the amounts allocated to the Cards, at Merchants honoring Discover Cards. Cardholders shall not have the ability to make cash withdrawals unless specifically authorized by DFS under Program provisions and tested for such functionality.

[* * *]* * *1.0Definitions

The following definitions apply to the terms outlined within this Agreement and shall have the following meanings:

a.      Account Number means the unique 16-digit number assigned by Issuer to a Card and Card Account, as derived from the BIN.

b.      Agent means a Person approved and/or certified by DFS that will perform specified functions on behalf of Issuer.

c.       Agreement means this "Cash Card Issuer Agreement" between the Issuer and DFS and shall include any attachments, appendices, schedules, addenda, and amendments thereto.

d.      Authorization or Authorize means the process whereby Issuer, by itself, or through one or more agents (including, without limitation, DFS, in the course of performing stand-in Authorization functions as described in Section 4.0 of the Operating Regulations), determines whether to approve or decline a Card Sale.

e.      [* * *.]

f.        Card means either a stored-value (i) plastic card displaying the Discover/NOVUS Acceptance Mark, or (ii) Card Account that may be used for purchases in situations in which the Cardholder is not physically present at a Merchant's retail location. Cards must be produced by an authorized production facility, and must comply with the specifications of the Technical Specifications Manual.

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g.      Card Account means the stored-value account represented by the Account Number assigned by Issuer.

h.      Card Sale means a Card Transaction by a Cardholder that is either: (a) the purchase of goods or services, or (b) the receipt of a Cash Advance.

i.        Cardholder means a person who has purchased a Card issued by Issuer, or any person who receives or uses a card. The person in possession of the card is the Cardholder.

j.        Card Transaction means a transaction involving a Card, including, without limitation, any of the following: a Card Sale, a Cash Advance, a Credit/return, a Chargeback, or an Adjustment, as such terms are defined herein or in the Issuer Operating Regulations

k.      Client means a Person with whom Issuer has entered into an agreement to provide Cards to certain groups of specified individuals or for a particular marketing program.

l.        Client Program means each separate and discrete Card marketing or other program that Issuer has agreed to provide in connection with a Client. [* * *]

m.    Discover/NOVUS Acceptance Mark means the logo designated in the Technical Specifications Manual under Graphic Guidelines that indicates that a Card may be used for purchases in the Network.

n.      Governmental Requirements means any local, state or federal laws that are applicable to the Program.

o.      Issuer Operating Regulations shall mean the document incorporated by reference into this Agreement as Exhibit B that describe certain of Issuer's duties and obligations with which it must comply in order to issue Cards that may be used in the Network.

p.      Merchant means a party who has entered into a Merchant Services Agreement and/or a Cash Advance Participation Agreement with Discover Financial Services, Inc., that provides the terms and conditions governing the acceptance and Settlement of Card Transactions between DFS and such Merchant.

q.      Network means the Discover/NOVUS Network of Merchants.

r.       Open environment means use of gift/cash cards bearing the Discover/NOVUS Acceptance Marks that can be used at any participating Merchant.

s.       Person means any individual human being, or any individual created at law, including without limitation, a partnership or corporation.

t.        Processor means a certified processor of Card Transactions on the Discover/NOVUS Network, including, without limitation, Authorizations and the appropriate response to be sent to the Merchant.

u.      Processing Services means those services listed in Exhibit A of this Agreement.

v.      Program means the plan, described in this Agreement and the Operating Regulations, pursuant to which Issuer shall; (i) issue Cards to Cardholders; and (ii) use the services offered by Discover Financial Services, Inc. to facilitate the Authorization and Settlement of Card Transactions.

w.     Reserve Account shall have the meaning given that term in Section 2.2.f.

x.       Reserve Account Agreement means the agreement entered into between Issuer, DFS and the financial institution at which the Reserve Account will be established with respect to the terms of the Reserve Account.

y.        Settle means the act of making a Settlement payment.

z.       Settlement means respectively, (i) for DFS, amounts DFS is required to pay Merchants for Card Transactions, and (ii) for Issuer, an amount payable by Issuer to DFS for Card Transactions, as more fully described in this Agreement and Section 7.0 of the Operating Regulations.

aa.   Start-up Date means the date on which both the Processor and the Network are ready to and capable of accepting and processing transactions [* * *.].

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bb. Stored Value Account shall have the meaning given to that term in Section 2.2.f. Stored Value Account is also sometimes referred to as "Activity Account."

cc. Technical Specifications Manual means the document incorporated by reference into this Agreement as Exhibit C that contains technical specifications applicable to the Program.

2.0 Provision of Services

2.1. Responsibilities of DFS.

2.1.a DFS shall provide Cardholders with point of sale access to Merchants pursuant to current contractual arrangements with such Merchants. DFS does not guaranty that all Merchants will accept Cards, or that Merchants will accept all Card Transactions. In order to be used in the Network, Cards must have the capability to communicate with a Processor for its Authorization and Settlement services.

2.1.b For each Card Sale, DFS will be responsible for Settlement of the amount of such Card Sale to the Merchant pursuant to the terms of DFS' Merchant Services Agreement with the Merchant.

2.1.c DFS will submit to Issuer or Issuer's Agent a Settlement transmittal file (in the form and format specified in the Technical Specifications Manual) in order for Issuer to pay DFS for Card Transactions.

2.1.d DFS grants Issuer a [* * *] license to use Account Numbers that DFS assigns to it for the Program under this Agreement. [* * *], an additional allocation will be granted to Issuer if Issuer is in compliance with the terms of this agreement and the remaining terms of this agreement is not less than six (6) months.

2.1.e DFS will provide Issuer with a copy of Technical Specifications Manual that contains the graphic specifications for the display of the Discover/NOVUS Acceptance Mark and usage of such mark on the Card. DFS will review all card art, packaging, and advertising and marketing materials provided by Issuer within ten (10) Business Days of receipt, provided that DFS must receive from Issuer and approve all card art, packaging, and advertising and marketing materials, that show the Discover/NOVUS logo prior to Issuer using such materials for any Cards. Items that do not mention Discover name or brand, or the Discover/NOVUS Network, or that do not contain the Discover/NOVUS acceptance mark do not need to be reviewed by DFS.

2.1.f DFS has provided Issuer with a list of the names of Processors that DFS has certified as of the date of this Agreement to provide processing to issuers within the Network. Only certified Processors may process transactions on the Discover/NOVUS Network.

2.1.g DFS will provide Issuer with information, in the form of DFS reports, with respect to the transaction fees, license fees, and revenue share accrued and owed to DFS by Issuer for each month by the twentieth (20^th) day of the next succeeding month.

2.1.h DFS will provide notification and documentation to Merchants regarding disputes, ticket retrieval and Chargeback requests. Issuer may not contact Merchants with respect to any disputes, ticket retrievals or Chargeback.

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2.1.i DFS will administer the dispute process, determine the application of Chargeback, and provide the Issuer notification of the resolution disputes, in accordance with the Operating Regulations and Technical Specifications Manual.

2.1.j DFS shall route Card Transaction data to Issuer or Issuer's Agent in the manner specified in the Operating Regulations and Technical Specifications Manual.

2.1.k DFS agrees that it will not attempt to convert any of Issuer's Clients to an "Open" environment stored value card program operated by DFS once Issuer has entered into an agreement with such Client, and notified the DFS program manager of its relationship with the Client.

2.2. Responsibilities of Issuer.

2.2.a Issuer will issue Cards [* * *] assigned by DFS. Issuer must obtain DFS' prior approval of any Clients with whom Issuer desires to create a Client Program. Issuer may make sales presentations to any mall operating company prior to obtaining DFS approval of the specific client. Initially approved Clients include those listed or described in Exhibit A. Issuer may distribute Cards pursuant to the terms of a Client Program. Issuer is responsible for overall creative development, design and marketing of Cards for its Clients, including creative development of Cards and related marketing and sales materials. Issuer agrees that the design of Cards must comply with the card specifications outlined in the Technical Specifications Manual. Issuer must provide all marketing materials, containing the Discover/NOVUS acceptance mark, and Card designs to DFS for approval prior to print or distribution.

2.2.b Cards issued by Issuer may not be used at ATMs or for any other form of cash withdrawal without a specific additional agreement with DFS. Cards will also be unable to be activated or loaded with value at Merchants, and Cardholders will be unable to obtain balance information at Merchants. The remaining balance will be passed back to the Merchant and Cardholder in the authorization number, which will be sent to the Merchant following a transaction subject to the Merchant having appropriate hardware functionality.

2.2.c Issuer agrees to comply with the Operating Regulations and the Technical Specifications Manual. DFS may change the Operating Regulations or Technical Specifications Manual from time to time by sending written notice to Issuer ninety (90) days in advance. However, certain changes to the Operating Regulations may become effective immediately for security reasons. If there is any conflict between this Agreement and the Operating Regulations or Technical Specifications Manual, the terms of this Agreement will govern.

2.2.d Issuer may designate or utilize subcontractors or Agents, as provided in the Operating Regulations to perform its obligations under the Agreement, provided that Issuer has first advised DFS and received DFS' approval of any such subcontractor or Agent. DFS acknowledges notification and approval of the Designated Processor listed in Exhibit A. Any Agent or third party used or designated by Issuer to perform services shall be deemed an Agent of Issuer for all such purposes and not DFS' Agent. Issuer shall be solely responsible for the payment of such subcontractors or Agents.

2.2.e The Issuer will approve or decline Card Sales based on the funds value available for the Card or Card Account being offered for use at a Merchant, and will respond with appropriate codes as set forth in the Technical Specifications Manual. The Issuer must pay DFS the amounts identified in

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the daily Settlement file via Fed wire or any other payment method approved by DFS to the account and by not later than the time specified by DFS.

2.2.f Issuer shall be responsible for obtaining the funds that represent the stored value of each Card that it issues to a Cardholder, and Issuer shall hold such funds in an account at a reputable financial institution (the "Stored Value Account" or "Activity Account"). Such amount may change from time to time depending upon the level of value of all activated Cards. Issuer will maintain accurate records of the value balances on each Card. Issuer will also maintain funds in a reserve account ("Reserve Account") at a financial institution agreed upon with DFS in an amount specified in Exhibit A. Issuer shall not have access to the Reserve Account, except as permitted pursuant to the terms of the Reserve Account Agreement, and shall not remove funds from the Stored Value Account, except through the actions of the Processor or financial institution holding the Stored Value Account to pay DFS any amounts Issuer owes DFS, to distribute earned fees and funds from expired cards to Issuer and to refund excess amounts to Issuer when approved by DFS. Issuer grants DFS a right to offset amounts from the Reserve Account and Stored Value Account for the purposes set forth in Section 4.0 for amounts owed by Issuer to DFS.

2.2.g Issuer will maintain all funds received to establish the value of Cards in a segregated account at a reputable financial institution, and shall hold such funds pending issuance of an Authorization for an expenditure of such funds and Issuer's Settlement obligation to DFS for such funds that have been the subject of a Card Sale. Issuer will remain responsible for Settlement to DFS until all amounts have been paid to DFS.

2.2.h Issuer will be responsible for providing all customer service to Cardholders with respect to Cards. Issuer shall provide a Cardholder agreement with each Card that is sold or distributed to a Cardholder, and such Cardholder agreement shall disclose all rules, terms, limitations and conditions of use of the Card to the Cardholder, including any mandated by Governmental Requirements. Issuer shall also provide a toll-free telephone number and/or Internet site access to enable the Cardholder to obtain customer service and to complete ordinary service functions such as checking Card balance, last transactions, etc. In all cases, Issuer will insure that it provides an appropriate level of security for all such inquiries and customer service issues. Issuer will provide live operator customer service availability for not less than eight (8) hours per day Monday through Friday, and will deliver such customer service using service standards at least equal to those being provided by others in the industry. Automated Response customer support will be available at all other times. Both DFS and Issuer will monitor call volume during non-serviced hours. Hours will be adjusted during peak call volume times and if call volume warrants adjustment.

2.2.i Issuer will respond to any inquiries or disputes in accordance with the procedures specified in the Operating Regulations and Technical Specifications Manual, and Issuer shall adhere to any final DFS' decision with respect to a resolution of a dispute even though such decision may require payment of amounts by Issuer.

2.2.j Issuer will electronically submit a Client Program Plan Description in the form of Appendix E for each Client Program [* * *].

2.3 Issuer Use of a Processor

2.3.a If Issuer elects to utilize the services of a Processor, Issuer must designate the Processor where indicated on Exhibit A, and the Processor must be approved by DFS, enter into an agreement with

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DFS and must be tested and certified that it complies with the applicable provisions of the Operating Regulations and the Technical Specifications Manual.

2.3.b Issuer may elect to have a Processor perform additional ser