[GRAPHIC OMITED]
BINDING DEAL MEMO
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May 20, 2004
1. UC Hub has formed a Nevada Corporation, eSAFE Cards
Inc, a wholly owned
subsidiary, to run its financial services which
may include and not be limited
to, acquiring/merchant services, debit cards, payroll cards, kiosks,
loading
stations and stored valued cash cards with
membership benefits/services.
2. eSAFE Cards Inc, and eCelerity will form a Joint
venture as a Nevada LLC,
called eSAFE Processing LLC or something
thereof. eSAFE Cards Inc, shall own 80%
of the LLC and eCelerity shall own 20%.
eCelerity shall contribute proprietary
switching software, potentially partitioned
servers and servicing to the new LLC
so that it can authorize and process and
facilitate all the eCelerity service
and product offerings included and not limited to, POS, ATM and internet
transactions domestically and internationally.
3. eSAFE Processing LCC will enter into a gateway services and
management
agreement with eCelerity for eCelerity to provide all back room and
gateway
services. Gateway services will be provided at eCelerity's
actual transaction
cost as listed on Exhibit A. Management
charges shall be at eCelerity's actual,
out-of-pocket, third party, arms-length costs. All of these costs and the
corresponding bank charges will be charged
to the new LLC and such costs will be
paid from this joint venture proceeds
before there is any split of profits. This
agreement between eSAFE Cards Inc. and eCelerity shall
continue worldwide, in
perpetuity so long as eSAFE utilizes eCelerity
switching software contemplated
under this proposal.
4. eSAFE Processing LLC will enter Into a processing
relationship with eSAFE
Cards, Inc, to provide processing
services, which services shall be provided at
arm-length market prices. This relationship will be
exclusive to eSAFE Cards,
but only so long as eSAFE Processing
maintains industry standard Service Levels
(SLAs). In addition, it is intended that UC
Hub and its other related entities
will utilize eSAFE Processing, LLC for
processing services when feasible since
eSAFE Processing is a joint venture partner and
eCelerity will use the various
services offered by UC Hub groups. Parties, eSAFE
Cards Inc and eCelerity will
also provide each other office space when needed.
5. UC Hub and/or eSAFE Cards Inc. will
provide to the new joi
