- Small Business

SERVICE AGREEMENT

dated September 25, 2000

between

FIRST DATA RESOURCES INC.

and

X.COM CORPORATION

TABLE OF CONTENTS

		Page
Article 1	Definitions and Interpretation	1
Article 2	Services	1
Article 3	Exclusivity, Acquired Portfolios and Merger or Change of Control	3
Article 4	Payment for Services	5
Article 5	Dispute Resolution and Indemnification	7
Article 6	Limitation of Liability	8
Article 7	Disclaimer of Warranties	8
Article 8	Term of Agreement	8
Article 9	Termination	8
Article 10	Confidential Nature of Data	12
Article 11	Representations and Covenants	13
Article 12	Miscellaneous	15

EXHIBITS

Exhibit A		Services/Pricing
Exhibit B		Affiliate Agreement
Exhibit C		Definitions
Exhibit D		Arbitration
Exhibit E		Indemnification
Exhibit F		Interchange Settlement
Exhibit G		Offline Debit Card Performance Criteria
Exhibit H		MasterCard Requirements

SERVICE AGREEMENT

This Service Agreement dated as of September 25, 2000 (the "Effective Date"), is between First Data Resources Inc. ("FDR") and X.com Corporation ("Customer"). References to "Customer" throughout shall include Customer's Affiliates which are receiving the Services.

Recitals

WHEREAS, FDR and Customer wish to enter into this Agreement in order for FDR to provide and for Customer to receive data processing and related services in connection with Customer's Accounts;

NOW THEREFORE, FDR and Customer agree as follows:

Article 1
Definitions and Interpretation

Section 1.1. Definitions. Unless the context otherwise requires, capitalized terms used herein shall have the meanings specified in Exhibit C.

Section 1.2. Interpretation. Each definition in this Agreement includes the singular and the plural and the word "including" means "including but not limited to". References to any statute or regulation means such statute or regulation as amended at the time and includes any successor statute or regulation. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The Exhibits referred to throughout this Agreement are attached hereto and are incorporated herein.

Article 2
Services

Section 2.1. Services. FDR shall make available to and perform for Customer those services described in Exhibit A (the "Services"). Exhibit A and any document or service referred to in Exhibit A shall be subject to periodic revision by FDR to reflect changes (i) to the FDR System or the services provided by FDR and offered generally to FDR customers and (ii) in the specific Services provided to Customer. The Services shall be made available to Customer in the United States to permit processing of Transaction Cards used by Customer's Clients worldwide through the clearing and settlement networks of the Networks, VISA and MasterCard. The offline debit card processing Services shall be performed substantially in accordance with the performance criteria set forth in Exhibit "G".

Section 2.2. Enhancements.

(a) Customer may periodically request customizations, enhancements, additions or modifications (each an "Enhancement") to the FDR System. FDR shall evaluate all such requests and, if terms and conditions can be agreed to (which shall include payment by Customer of FDR's development charges), FDR shall develop and implement each such Enhancement on terms and conditions agreed to by the parties. Timing of any Enhancement is subject to scheduling and prioritization by FDR of FDR's available resources, provided that FDR shall use commercially reasonable efforts to timely respond to Customer's requests and resource requirements. FDR may withhold its consent to an Enhancement which, in FDR's sole discretion, would materially and adversely affect FDR's operations. Any Enhancement shall remain solely the property of FDR and Customer shall acquire no right, claim or interest in the FDR System. Subject to the foregoing, after the expiration or termination of this Agreement, FDR agrees not to exercise any of its intellectual property rights in any Enhancement paid for exclusively by Customer to prevent Customer from directly or indirectly replicating and redeveloping such Enhancement or using the results of such replication and redevelopment efforts, provided that no code, documentation, or specifications to the Enhancement or any other aspect or component of the FDR System is hereby granted or licensed to Customer, by implication or otherwise, and FDR shall be the sole owner of all property rights and intellectual property rights in connection therewith during and after the Term of this Agreement.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

(b) Customer understands that it is FDR's practice to provide any Enhancements developed by FDR, whether requested and paid for by its customers or based upon FDR's development and its expense, to its entire customer base. In the event that FDR develops an Enhancement at the request of Customer and the development costs and expenses are paid solely by Customer and FDR's customer base commences to use such after its implementation for Customer, then FDR shall reimburse Customer for the development costs and expenses paid by Customer to FDR as provided for in this Section 2.2(b). In order for Customer to be eligible for reimbursement pursuant to this Section 2.2(b), the Enhancement must (i) require at least one hundred (100) programming hours, and (ii) generate gross revenues from other FDR customers in excess of $1,000,000 within four (4) years of initial implementation. If any such Enhancement meets the reimbursement criteria, at the conclusion of each of Processing Years 1 through 4, FDR will reimburse Customer's development expense, but not to exceed the lesser of Customer's total expenditures or fifty percent (50%) of the gross revenues received from other FDR customers during each such Processing Year for the use of such qualified Enhancement. Additionally, in the event that FDR develops an Enhancement at the request of Customer and the development costs and expenses are paid solely by Customer and give Customer a demonstrable competitive advantage in the debit card issuing marketplace, FDR agrees not to make such Enhancement available to FDR's customer base for six (6) months after such Enhancement is made available to Customer.

Section 2.3. Start-Up.

(a) FDR shall provide, subject to the applicable approvals of MasterCard (including but not limited to the approvals in Exhibit H) and the Networks, for completion of the initial Start-Up within sixty (60) days of execution of this Agreement or at a later date as may be mutually agreed upon by FDR and Customer (the "Scheduled Start-Up Date"). To the extent that FDR and Customer mutually agree, the Scheduled Start-Up Date may be modified from time to time prior to Start-Up.

(b) Customer will (i) use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required of Customer under the Start-Up, and (ii) comply with any reasonable directions of FDR so as to enable Start-Up to be completed on or before the Scheduled Start-Up Date.

(c) FDR will use all reasonable resources, including the assignment of adequate personnel to assure timely performance of those functions required of FDR under the Start-Up so as to enable Start-Up to be completed on or by the Scheduled Start-Up Date.

(d) Provided that FDR has performed its obligations pursuant to this Section 2.3, Customer agrees to pay the initial Start-Up Fee as provided for in Exhibit "A", Section V, Paragraph (e). In addition, each party shall be responsible for and pay all costs and expenses incurred by it in connection with the Start-Up.

Section 2.4. Compliance With Law.

(a) FDR and Customer acknowledge that Customer is subject to a variety of federal, state and local laws, regulations and judicial and administrative decisions and interpretations applicable to its Transaction Card business, including without limitation those pertaining to equal credit opportunity, truth in lending, fair credit billing, fair credit reporting, fair debt collection practices and general consumer protection (the "Legal Requirements"). The parties shall cooperate with each other in resolving issues relating to compliance with the Legal Requirements in accordance with the provisions of this Section 2.4.

(b) Customer is solely responsible for (i) monitoring and interpreting the Legal Requirements, (ii) determining the particular actions, disclosures, formulas, calculations and procedures required for

compliance with the Legal Requirements (whether to be performed by FDR or by Customer) and (iii) maintaining an ongoing program for compliance with the Legal Requirements. In addition, Customer is solely responsible for reviewing and selecting the parameter settings and programming features and options within the FDR System that will apply to Customer's Transaction Card programs, and for determining that its selection of such settings, features and options is consistent with the Legal Requirements and with the terms and conditions of Customer's accounts and disclosures to such Cardholders. In making such determinations, Customer may rely on the written description of such settings, features and options in the User Manuals, customer bulletins and other system documentation provided by FDR to Customer.

(c) FDR is solely responsible for compliance with all laws, regulations and judicial and administrative decisions applicable to FDR as a third party provider of data processing services. FDR will not be responsible for any violation by Customer of a Legal Requirement to the extent such violation occurs as a result of performance by FDR of the Services in accordance with the FDR System documentation, instructions of Customer or written procedures provided by or approved by Customer.

(d) Subject to the terms of Article 10, FDR and Customer shall cooperate with each other in providing information or records in connection with examinations, requests or proceedings of each other's and Sponsor Bank's regulatory authorities.

Section 2.5. Execution by Affiliates. Each of Customer's Affiliates which receives any of the Services shall be required to execute an Affiliate Agreement substantially in the form of Exhibit B hereto. In no event shall FDR be required to perform any of the Services for any such Affiliate prior to the execution of an Affiliate Agreement by such Affiliate. All representations, warranties and covenants set forth in this Agreement shall be deemed given and made by Customer's Affiliate upon execution of an Affiliate Agreement.

Section 2.6. Sponsorship with VISA and/or MasterCard. During the Term of this Agreement, Customer shall conduct its business and make all undertakings reasonable or necessary in order that Customer's Accounts may be eligible for sponsorship by a Sponsor Bank member of the Networks, VISA and/or MasterCard. Customer acknowledges that neither FDR nor the Sponsor Bank shall be required to provide any Service under this Agreement or sponsor the Customer's Accounts to the extent the Service or sponsorship requires or may require actions or undertakings which in the reasonable discretion of FDR or the Sponsor Bank are not permitted by the Networks, VISA and/or MasterCard. During the Term hereof, Customer and FDR shall reasonably cooperate with the other in connection with the Sponsor Bank and any successor Sponsor Bank and other aspects of Customer's Accounts with its Clients, including but not limited to disclosures to Customer's Clients.

Article 3
Exclusivity, Acquired Portfolios and Merger or Change of Control

Section 3.1. Sole and Exclusive Provider. During the Term, FDR shall be the sole and exclusive provider to Customer and its Affiliates of all signature and PIN based Transaction Card processing services for credit card and debit card issuing, and transaction processing, clearing and settlement through the Networks and VISA and MasterCard, and each of Customer and its Affiliates shall neither perform or provide any service similar to such services for itself nor engage any third party to perform or provide any such services. Anything in this Section 3.1 to the contrary notwithstanding, FDR understands that at the time of the execution of this Agreement Customer has issued and is receiving processing services from a third party in connection with certain debit accounts issued pursuant to VISA "BIN" 443105 (the "Excluded BIN"). Nothing in this Section 3.1 shall prevent Customer from maintaining and adding debit card accounts to the Excluded BIN during the Term of this Agreement.

Section 3.2. Acquired FDR Portfolios. If Customer or any of its Affiliates ("Purchaser") Acquires any accounts for which FDR is then providing services similar to the Services (an "FDR Portfolio"),

FDR shall continue to perform the services pursuant to the pre-existing service agreement (the "Existing FDR Agreement") which shall remain in effect through the expiration of its then-current term. On the expiration of the Existing FDR Agreement and transfer of the FDR Portfolio to Customer on the FDR System, the FDR Portfolio shall be processed in accordance with the terms of this Agreement. FDR shall not include the volumes from the FDR Portfolio in any volume based price schedules set forth in Exhibit A until such time as the Existing FDR Agreement expires and there is a transfer of the FDR Portfolio to Customer on the FDR System. Such transfer of the FDR Portfolio shall occur on a mutually agreed upon date. In connection with such transfer, Customer shall bear the costs and expenses of such transfer, at the then-standard hourly rates of FDR plus related material charges.

Section 3.3. Acquired Non-FDR Portfolios.

(a) If Purchaser Acquires any accounts that require services substantially similar to the services for which FDR is the sole and exclusive provider to Customer pursuant to Section 3.1, but for which FDR is not then providing such services (a "Non-FDR Portfolio"), Customer shall use its reasonable best efforts to start-up such Non-FDR Portfolio to the FDR System within six (6) months after the closing of the Acquisition or, if Customer is bound by the terms of an existing agreement to obtain processing services for such portfolio (an "Existing Non-FDR Agreement"), upon the expiration of the then-remaining term of the Existing Non-FDR Agreement, whichever is later. If Purchaser is bound by an Existing Non-FDR Agreement, then, unless otherwise agreed by the parties, the Non-FDR Portfolio shall continue to be processed pursuant to such Existing Non-FDR Agreement through its expiration date. In connection with any such start-up, FDR shall have a reasonable period of time to perform due diligence and propose a start-up plan. Unless the parties mutually agree otherwise, and subject to the terms and conditions set forth in the start-up plan as mutually agreed to by the parties, Customer shall pay all charges for start-up of each Non-FDR Portfolio including (A) FDR's standard start-up charges (at $150/hour for resources plus related materials charges), and (B) any charges (at $150/ hour for resources plus related materials charges) associated with any customization of the FDR System specified in the start-up plan applicable to each such Non-FDR Portfolio. Any such customization shall remain solely the property of FDR, and Customer shall acquire no right, claim, or interest in the FDR System or any customization thereof during or after the Term.

(b) If Purchaser and FDR agree that the remaining term of an Existing Non-FDR Agreement will not provide adequate time to prepare for an orderly start-up to the FDR System, Purchaser may extend the term of such Existing Non-FDR Agreement after it Acquires the Non-FDR Portfolio; provided, however, that no such extension may cause the term of such Existing Non-FDR Agreement to extend to a date which is more than six (6) months after Customer's Acquisition of the Non-FDR Portfolio. In addition, Customer shall deliver any written notice which is required to prevent an automatic extension or renewal of such Existing Non-FDR Agreement.

(c) Purchaser shall notify FDR, in writing, within thirty (30) days after the execution of any binding agreement to Acquire a Non-FDR Portfolio if Purchaser intends to obtain processing services pursuant to an Existing Non-FDR Agreement and shall use its best efforts to provide FDR with a copy of the provisions of such Existing Non-FDR Agreement dealing with the term, renewal and termination thereof upon the execution by FDR of any appropriate confidentiality agreement that may be required, unless prohibited by the terms of such Existing Non-FDR Agreement.

Section 3.4. Disposition of Portfolios. Upon the sale or other disposition by Customer of all or any portion of Customer's accounts (the "Former Accounts"), FDR will cooperate in the Deconversion of the Former Accounts from the FDR System, and upon Deconversion shall no longer be obligated to provide Services for the Former Accounts for Customer pursuant to this Agreement and Customer and FDR agree that there shall be no reduction in the Year 1 Minimum Processing Fee or the Minimum Processing Fees set forth in Section 4.4.

Section 3.5. Merger or Change of Control. If Customer is merged into an Entity that, prior to such merger, was not an Affiliate of Customer, and such Entity is the survivor of such merger (the "Surviving Entity"), then (i) the provisions of this Agreement shall continue to apply to all Customer Accounts which were subject to this Agreement prior to such merger, but shall not apply to any accounts of the Surviving Entity or any of its Affiliates which were not subject to this Agreement prior to such merger and (ii) the Surviving Entity, as Customer's successor-in-interest, shall continue to be bound by Customer's obligations hereunder. If there is a Change of Control of Customer, then the provisions of this Agreement shall continue to apply to all Customer Accounts of Customer and its Affiliates immediately prior to such Change of Control, but shall not apply to any accounts of the Entity that Acquires Control of Customer and its Affiliates which were not subject to this Agreement prior to such Change of Control.

Article 4
Payment for Services

Section 4.1. Processing Fees. Customer shall pay FDR the Processing Fees set forth in Exhibit A to this Agreement. For each Processing Year after Processing Year 1, FDR may increase each line item of Processing Fees set forth in Exhibit A to this Agreement which were in effect for the immediately preceding Processing Year by [*] increase in the Consumer Price Index ("CPI") as described below but only to the extent the CPI in any such Processing Year shall exceed [*]. For purposes hereof, the CPI shall be the index compiled by the United States Department of Labor's Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers ("CPI-U") having a base of 100 in 1982-84, using that portion of the index which appears under the caption "Other Goods and Services." The percentage increase in the CPI shall be calculated as of ninety (90) days in advance of the effective date of such increase, by comparing the CPI using a twelve (12) month period ending three (3) months prior to the effective date of such increase and expressing the increase in said CPI through the twelve (12) month period as a percentage.

Section 4.2. Special Fees. Customer shall pay to FDR the Special Fees for amounts paid to third-party providers, computed in accordance with Exhibit A to this Agreement. If, at any time while this Agreement is in effect, the charges are increased to FDR for items which are included in the Special Fees or FDR obtains communication or other services included in the Special Fees by another method, resulting in an increase in the charges to FDR for such items, then FDR shall increase by an equal amount the Special Fees Customer is then paying FDR for such items under this Agreement. Such price change by FDR shall be effective on the effective date of the increase to FDR.

Section 4.3. New Products. If FDR commences to offer any new services or products generally to its customers and Customer elects to use any such service or product, or if Customer elects to use services or products which Customer had not previously elected to use, then FDR shall provide such service or product at FDR's then-current fees and charges for such service or product or such other price as FDR and Customer may mutually agree.

Section 4.4. Minimum Fees.

(a) In Processing Year 1, Customer will require and shall pay FDR for Services sufficient to generate aggregate Processing Fees at least equal to [*] (the "Year 1 Minimum Processing Fee"). In each Processing Year after Processing Year 1, except as provided in subsection (b), Customer will require and shall pay FDR for Services sufficient to generate aggregate Processing Fees at least equal to [*] of the Processing Fees paid during the immediately preceding Processing Year, but in no event less than [*] in each such Processing Year (the "Minimum Processing Fees"). FDR shall calculate the total Processing Fees paid by Customer in respect of Services performed during each Processing Year (the "Total Annual Processing Fees") within ninety (90) days after the end of each Processing Year and will, after ten (10) days written notice to Customer, draw upon Customer's account pursuant to

Section 4.5 of this Agreement for the amount, if any, by which the Year 1 Minimum Processing Fees or the Minimum Processing Fees, as applicable, for the Processing Year exceed the Total Annual Processing Fees for the Processing Year. For the avoidance of doubt and based on economic assumptions material to each party underlying this transaction, Customer and FDR expressly agree that Customer shall pay FDR Processing Fees each Processing Year in an amount at least equal to the Year 1 Minimum Processing Fee or the Minimum Processing Fees, as applicable, until this Agreement is terminated by Customer pursuant to the provisions of Sections 9.2(a) or 9.2(b), or after Customer shall have paid FDR the Minimum Processing Fees for the year of termination as determined pursuant to this subsection (a) in the case of a termination pursuant to Sections 9.2(d) or 9.2(e) or pursuant to subsection (b) below in the case of a termination pursuant to Section 9.2(c), or until FDR terminates this Agreement and invokes compensatory payments pursuant to Section 9.4.

(b) If Customer shall elect to terminate this Agreement in accordance with Section 9.2(c), then in the Processing Year in which the Deconversion shall occur, the Minimum Processing Fees for such Processing Year shall be at least equal to [*] of the Processing Fees paid during the immediately preceding Processing Year, but prorated for the number of calendar months which will have expired as of the date the final Deconversion shall occur. The payment of the Minimum Processing Fees by Customer shall be prior to Deconversion.

Section 4.5. Method of Payment. To facilitate the payment of Processing Fees, Special Fees, compensatory payments pursuant to Section 9.4 of this Agreement and any other fee, tax, interest payment, charge or amount due or payable to FDR under this Agreement, Customer shall provide FDR with access to a bank account of Customer's funds not requiring signature including notifying FDR of the demand deposit account number and transit routing number for the account. FDR may draw upon the bank account to pay fees, taxes, interest payments, charges, or any other amount due or payable to FDR under the terms of this Agreement. The detailed records of the amounts drawn on the account of Customer will be provided by FDR to Customer on a monthly basis. FDR shall be under no obligation to effect any Start-Up until the account has been established as provided herein.

Section 4.6. Interest. If FDR is unable to obtain payment of Processing Fees, Special Fees, compensatory payments pursuant to Section 9.4 of this Agreement or any other fee, tax, interest payment, charge or amount due or payable to FDR under this Agreement at the time provided for payment under this Agreement, the unpaid amount of any Processing Fees, Special Fees, compensatory payments pursuant to Section 9.4 of this Agreement or other fee, tax, interest payment, charge or amount shall bear interest at the rate equal to the lesser of (a) [*], or (b) the maximum rate permitted by applicable law, from the date on which payment should have been available until the date on which FDR receives the payment. In the event Customer disputes any amount payable to FDR pursuant to Section 5.1, any amount which is paid by Customer and later determined not to have been payable shall bear interest from the date paid until refunded by FDR to Customer at the applicable rate set forth above.

Section 4.7. Taxes.

(a) Customer shall pay all taxes and similar charges, however designated, which are imposed by any governmental authority by reason of FDR's fulfillment of its obligations hereunder except for income taxes payable by FDR on amounts earned by FDR or property taxes payable by FDR on property owned by FDR. Without limiting the foregoing, Customer shall promptly pay FDR for any amounts actually paid or required to be collected or paid by FDR.

(b) Customer authorizes FDR to calculate the total amount of sales taxes due from Customer hereunder. Customer shall supply FDR with all information necessary for FDR to compute and remit the taxes (including any tax-exempt certificate, claim letter, or similar documentation). FDR shall remit the sales taxes to the appropriate taxing authority on behalf of Customer based on the information available to FDR. If FDR underpays or overpays such sales taxes, Customer shall be responsible for

promptly paying any shortfalls (including any penalties or interest) and for collecting any refunds from the appropriate taxing authority; provided, however, if such underpayment is solely the result of the negligence of FDR, FDR shall be responsible for any penalties associated with such underpayment.

Section 4.8. Deconversion. Upon the expiration or termination of this Agreement, FDR shall provide Deconversion assistance to Customer as Customer may reasonably request, provided however, that in no event shall FDR be obligated to Deconvert any of Customer's Accounts until a date which is mutually agreed upon and at least thirty (30) days but not greater than six (6) months after notice by Customer to FDR requesting such Deconversion, provided that if such notice is given and the six (6) month period ends during the FDR System "freeze period" which occurs annually between the third weekend in November and the third week in January, then the period in which to complete the Deconversion shall be extended until the February implementation date following the expiration of such "freeze period." Except in the event of Deconversion occurring as a result of termination of the Agreement by Customer pursuant to Sections 9.2(a) or 9.2(b), Customer shall pay FDR, the rate of $150/hour for resources for each activity completed by FDR in order to accomplish the Deconversion and for all costs, including postage or shipping, of complying with Section 10.1. FDR agrees that it will not interfere with efforts that Customer may undertake upon Deconversion to retain its Accounts' BINs or ICAs following Deconversion through a separate agreement with the Sponsor Bank; provided however, that nothing contained herein shall require FDR or Sponsor Bank to transfer the BINs or ICAs used in connection with Customer's Accounts to Customer or any third party.

Article 5
Dispute Resolution and Indemnification

Section 5.1. Informal Dispute Resolution. Any controversy or claim between FDR and Customer arising from or in connection with this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise ("Dispute"), shall be resolved as follows:

(a) upon written request of either FDR or Customer, the parties shall each appoint a representative to meet and attempt to resolve such Dispute;

(b) the designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the Dispute without the necessity of any formal proceeding; and

(i) the date that the designated representatives conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or

(ii) thirty (30) days after the date that either party requested negotiation of the Dispute pursuant to Section 5.1(a) of this Agreement.

(d) Notwithstanding the foregoing, this Section 5.1 shall not be construed to prevent a party from instituting formal proceedings at any time to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors or to seek temporary or preliminary injunctive relief pursuant to Section 10.7.

Section 5.2. Arbitration. If Customer and FDR are unable to resolve any Dispute in the manner set forth in Section 5.1, such Dispute shall be submitted to arbitration in the manner set forth in Exhibit D.

Section 5.3. Indemnification. The indemnification rights and obligations of Customer and FDR under this Agreement are contained in Exhibit E.

Article 6
Limitation on Liability

Section 6.1. Limitation on Liability. FDR's cumulative liability for any loss or damage, direct or indirect, for any cause whatsoever (including, but not limited to those arising out of or related to this Agreement) with respect to claims (whether third party claims, indemnity claims or otherwise) relating to events in any one Processing Year shall not under any circumstances exceed the lesser of (a) the Minimum Processing Fees for such Processing Year and, in the case of Processing Year 1, the Year 1 Minimum Processing Fee or (b) the amount of the Processing Fees paid to FDR pursuant to this Agreement for Services performed in the immediately preceding Processing Year, and, in the case of Processing Year 1, the Year 1 Minimum Processing Fee.

Section 6.2. No Special Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, IT BEING FURTHER UNDERSTOOD THAT THE CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE LIMITED OR EXCLUDED BY THIS SECTION 6.2.

Article 7
Disclaimer of Warranties

Section 7.1. Disclaimer. FDR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.

Article 8
Term of Agreement

Section 8.1. Term. This Agreement is effective from the Effective Date and shall extend for five (5) Processing Years (the "Original Term"). Processing Year 1 of the Term shall commence on the earlier of: (i) the first day of the calendar month immediately subsequent to the completion of the initial Start Up provided for in Section 2.3 or (ii) six (6) calendar months after the Effective Date. For purposes of this Agreement, each subsequent "Processing Year" means each twelve (12) month period commencing on the expiration of the previous Processing Year in which Services are performed.

Article 9
Termination

Section 9.1. Termination by FDR. FDR may terminate this Agreement:

(a) if FDR fails to receive payment from Customer pursuant to the provisions of Section 4.5 of this Agreement and Customer, within forty-eight (48) hours after written notice, still has not made such payment to FDR, or immediately without notice if FDR has the right more than four times in any twelve month period to give notice under this paragraph whether or not the notice is given, provided however, that in the event Dispute resolution is initiated, FDR may terminate the Agreement pursuant to this subsection (a) only following the informal Dispute resolution (not including arbitration) pursuant to Section 5.1;

(b) if Customer fails to pay any Daily Amount when required as provided in Exhibit F to this Agreement and does not cure the failure within twenty-four (24) hours after written notice of the failure or immediately without notice if FDR has the right more than three times in any twelve month period to give notice under this paragraph whether or not the notice is given;

(c) if Customer does not cure within twenty-four (24) hours after notice by FDR if FDR has terminated Interchange Settlement of transactions on behalf of Customer as described under "Violation of Rules" in Exhibit F to this Agreement for more than ten (10) consecutive days or for more than twenty (20) days in any Processing Year;

(d) if any Insolvency Event occurs with respect to Customer;

(e) if Customer does not cure within twenty-four (24) hours after notice by FDR if FDR has the right to give notice to MasterCard and/or VISA as provided under "Failure to Transfer" in Exhibit F to this Agreement whether or not the notice is given;

(f) upon prior notice (i) if Customer, FDR or the Sponsor Bank receives a cease and desist or similar order regarding Customer's Transaction Card program from any Network, VISA or MasterCard, or (ii) upon a determination by FDR pursuant to Section 2.6 that the support of Customer's Transaction Card program must be discontinued pursuant to any Network, VISA or MasterCard standards, guidelines, rules, regulations or requirements, provided however, that in connection with each of clauses (i) and (ii), FDR shall not be permitted to terminate this Agreement pursuant to this subsection (f) if the event giving rise to the termination shall be as set forth in Sections 9.1(j) or 9.1(k);

(g) in the event Customer shall breach any of its representations, warranties or covenants contained in this Agreement, and fail to cure within seven (7) days after notice thereof by FDR, or such shorter period as may be required by a Legal Requirement or by any Network, VISA or MasterCard;

(h) in the event Customer's Accounts shall incur fraud losses in excess of 200 basis points in any two (2) consecutive calendar months;

(i) if, after receipt of written notice from FDR regarding an Updated Amount of the Letter of Credit pursuant to Section 11.3(b), Customer does not, within forty-eight (48) hours, increase the monetary amount of the Letter of Credit to be at least equal to the Updated Amount of the Letter of Credit as provided for in Section 11.3(b);

(j) upon prior notice if any new Network, VISA or MasterCard standard, guideline, rule, regulation or requirement or any change, amendment or new interpretation of an existing Network, VISA or MasterCard standard, guideline, rule, regulation or requirement which occurs after the date hereof (except for any of the foregoing which arise as a result of an order, decree, memorandum of understanding, agreement or similar basis which was initiated by or as a result of state or federal law or regulatory authorities, or which involve Customer's breach of its covenants in Section 11.3) results (i) in the issuance to Customer, FDR or Sponsor Bank of a cease and desist or similar order regarding Customer's Transaction Card program from a Network, VISA or MasterCard, or (ii) in a determination by FDR pursuant to Section 2.6 that the support of the Customer's Transaction Card program must be discontinued pursuant to such Network, VISA or MasterCard standard, guideline, rule, regulation or requirement; or

(k) upon prior notice if a Network, VISA or MasterCard determines that the continued operation by Customer of Customer's Transaction Card program (as facilitated through the FDR Services and the sponsorship by Sponsor Bank) is in direct competition with the Network, VISA or MasterCard in violation of any standard, guideline, rule, regulation or requirement in existence as of the date hereof (except if such determination arises as a result of an order, decree, memorandum of understanding, agreement or similar basis which was initiated by or as a result of state or federal law or regulatory authorities, or involves Customer's breach of its covenants in Section 11.3), and the Network, VISA or MasterCard issues Customer, FDR or Sponsor Bank a cease and desist or similar order regarding Customer's Transaction Card program.

The rights of FDR to terminate under this Section 9.1 are cumulative and the existence of the right under any provision or subsection is not exclusive of the right under any other provision or subsection.

Section 9.2. Termination by Customer. Customer may terminate this Agreement:

(a) if any Insolvency Event occurs with respect to FDR;

(b) as provided for in Exhibit G;

(c) at its sole option, at any time during the Original Term after the delivery of written notice to FDR at least six (6) months prior to the effective date of such termination; provided that the effective date of such termination is not prior to six (6) calendar months after the expiration date of Processing Year 1;

(d) upon prior notice, if any new Network, VISA or MasterCard standard, guideline, rule, regulation or requirement or any change, amendment or new interpretation of an existing Network, VISA or MasterCard standard, guideline, rule, regulation or requirement which occurs after the date hereof (except for any of the foregoing which arise as a result of an order, decree, memorandum of understanding, agreement or similar basis which was initiated by or as a result of state or federal law or regulatory authorities, or which involve Customer's breach of its covenants in Section 11.3) results in the issuance to Customer, FDR or Sponsor Bank of a cease and desist or similar order regarding Customer's Transaction Card program from a Network, VISA or MasterCard; or

(e) upon prior notice if a Network, VISA or MasterCard determines that the continued operation by Customer of Customer's Transaction Card program (as facilitated through the FDR Services and the sponsorship by Sponsor Bank) is in direct competition with the Network, VISA or MasterCard in violation of any standard, guideline, rule, regulation or requirement in existence as of the date hereof (except if such determination arises as a result of an order, decree, memorandum of understanding, agreement or similar basis which was initiated by or as a result of state or federal law or regulatory authorities, or involves Customer's breach of its covenants in Section 11.3), and the Network, VISA or MasterCard issues Customer, FDR or Sponsor Bank a cease and desist or similar order regarding Customer's Transaction Card program.

Section 9.3. Effect of Termination. Upon expiration or termination of this Agreement, FDR shall have no further obligation to provide the Services to Customer and all outstanding unpaid amounts due and owing to FDR shall become immediately due and payable. Expiration or termination of this Agreement shall not affect the following:

(a) the obligation of Customer to pay for Services rendered or any other obligation or liability owing or which becomes owing under this Agreement whether the obligations arise prior to or after the date of termination including the obligations to make the payments provided in Article 4 of this Agreement, Sections 9.4 and 9.5 of this Agreement and as described under "Trailing Activity" in Exhibit F to this Agreement;

(b) the obligations set forth in this Agreement in connection with any Network Agreement or any third party software pursuant to Exhibit A;

(d) the obligations in Section 11.3(b) which shall survive until the latest to occur of the following: (i) ninety (90) days after Deconversion, (ii) during any period while any Dispute shall be ongoing, or (iii) during any period while Customer has any remaining claim or obligation which is not fully satisfied under this Agreement, including indemnity obligations in accordance with Exhibit E or Trailing Activity in accordance with Exhibit F.

Section 9.4. Payments Upon Termination.

(a) If FDR terminates this Agreement pursuant to Section 9.1, other than pursuant to Section 9.1(j), or if Customer terminates this Agreement pursuant to Section 9.2(e), Customer and FDR agree that, based on economic assumptions material to each party, Customer shall make a compensatory payment to FDR. Such compensatory payment shall be made by Customer upon termination by FDR or Customer, and prior to Deconversion, and shall equal the sum of:

(i) the Year 1 Minimum Processing Fee or Minimum Processing Fees, as applicable, as set forth in Section 4.4(a) of this Agreement, for the Processing Year in which the termination occurs (after crediting Customer for any Processing Fees paid for Services provided in such Processing Year); and the amount set forth in subsections (ii) or (iii) below, as applicable

(ii) except as provided in subsection (iii) below, the sum of the present values of a payment in each full Processing Year (other than the year of termination) which remains during the Term of this Agreement in an amount equal to the applicable percentage set forth below for the Processing Year in which termination occurs multiplied by the Year 1 Minimum Processing Fees or the Minimum Processing Fees, as applicable, for the Processing Year in which termination occurs. The applicable percentage shall be as follows:

Processing Year in which termination occurs		Applicable Percentage
Processing Year 1		[*]
Processing Year 2		[*]
Processing Year 3		[*]
Processing Year 4		[*]

(iii) in the event the Agreement shall be terminated by FDR pursuant to Section 9.1(k) or by Customer pursuant to Section 9.2(e), the present value of a payment in the next full Processing Year (other than the year of termination) which remains during the Term of this Agreement in an amount equal to the applicable percentage set forth in subsection (ii) above, for the Processing Year in which termination occurs multiplied by the Year 1 Minimum Processing Fees or the Minimum Processing Fees, as applicable, for the Processing Year in which termination occurs.

(b) In determining the present value of the amount set forth in subsection (a)(ii) or (a)(iii) above, an interest rate equal to [*], as quoted by The Wall Street Journal for the date on which termination occurs, or if not available on the date of termination, as soon thereafter as the next edition of The Wall Street Journal is published, shall be assumed and the payments shall be assumed to be made on the first day of each Processing Year.

(c) FDR and Customer agree that the compensatory payments as set forth in Section 9.4(a) are a reasonable estimation, as of the date of this Agreement, of the actual damages which FDR would suffer if FDR were to fail to receive the processing business for the full Term. In making such determination, the parties have considered all relevant factors known to the parties as of the date hereof and have given special consideration to the particular circumstances which may attend each particular termination event including the allocation of risks associated therewith between the parties. If not but for the full consideration of all relevant factors known to the parties as of the date hereof, and the payments to be made pursuant to this Section 9.4, neither party would have been willing to enter into this Agreement.

(d) Despite the foregoing, nothing in this Section 9.4 shall limit FDR's right to recover from Customer any amounts for which Customer is otherwise liable under this Agreement, except that upon payment of amounts due under Section 9.4(a), Customer shall not be responsible for Minimum Processing Fee shortfalls after the year of termination.

Section 9.5. Payments Upon Termination Pursuant to Section 9.2(c). If Customer terminates this Agreement pursuant to Section 9.2(c), Customer shall not be required to make any payment to FDR pursuant to Section 9.4 but Customer shall be responsible for Minimum Processing Fee shortfalls, if any, pursuant to Section 4.4(b) for the Processing Year in which termination is effective but not for any subsequent Processing Years.

Article 10
Confidential Nature of Data

Section 10.1. Customer's Proprietary Information. Upon Customer's request, FDR shall return to Customer (upon the expiration or termination of all of FDR's obligations under this Agreement and payment by Customer of all amounts due to FDR hereunder) all or any requested portion of the proprietary and confidential data of Customer disclosed to FDR including the Cardholder Master Files and CIS Memo Files (collectively, "Customer's Proprietary Information"). Throughout the Term of this Agreement and thereafter, FDR shall not obtain any proprietary rights in Customer's Proprietary Information.

Section 10.2. FDR's Proprietary Information. Customer acknowledges that all products and systems provided or used by FDR, including any developments, Enhancements, improvements or modifications disclosed, provided or used by FDR, shall remain solely and exclusively the property of FDR. In addition, FDR shall retain sole and exclusive ownership in all works of authorship, ideas, concepts, know-how and inventions, whether or not patentable, created or conceived by FDR in the course of providing the services under this Agreement. Customer acknowledges that FDR, in its sole discretion, may provide to other customers, similar services to those outlined in this Agreement utilizing any of the FDR owned intellectual property referenced in this Section 10.2 or otherwise set forth or referred to in this Agreement. Customer shall not obtain any proprietary rights in any proprietary or confidential information which has been or is disclosed to Customer by FDR, including without limitation, any data or information that is a trade secret or competitively sensitive material, User Manuals; screen displays and formats; computer software, systems, products, system architecture and documentation related to each of the foregoing, in each case, whether owned, licensed or otherwise provided or used by FDR; software performance results; flow charts and other specifications (whether or not electronically stored), data and data formats (collectively, "FDR's Proprietary Information") whether any of the materials are developed or purchased specifically for performance of this Agreement or otherwise. Customer shall return to FDR all of FDR's Proprietary Information upon the expiration or termination of this Agreement.

Section 10.3. Confidentiality of Agreement. Except as required by law, Customer shall keep confidential and not disclose, and shall cause its Affiliates and their respective directors, officers, employees, representatives, agents and independent contractors to keep confidential and not disclose, any of the terms and conditions of this Agreement to any third party without the prior written consent of FDR. FDR shall be permitted to disclose Customer's Proprietary Information to Sponsor Bank as necessary to perform FDR's obligations under this Agreement.

Section 10.4. Confidentiality. FDR and Customer shall maintain Customer's Proprietary Information and FDR's Proprietary Information, respectively, in strict confidence. Without limiting the generality of the foregoing, FDR and Customer each agree:

(a) not to disclose or permit any other person or Entity access to Customer's Proprietary Information or FDR's Proprietary Information, as appropriate, except that the disclosure or access shall be permitted to an employee, officer, director, agent, representative, external or internal auditors or independent contractor of the party requiring access to the same in the course of his or her employment or services;

(b) to ensure that its employees, officers, directors, agents, representatives and independent contractors are advised of the confidential nature of Customer's Proprietary Information and FDR's Proprietary Information, as appropriate, and are precluded from taking any action prohibited under this Article 10, provided that in any event Customer and FDR shall each be liable for any breach of this Article 10 by their respective employees, officers, directors, agents, representatives and independent contractors, and FDR shall be liable to Customer for breach of this Article 10 by Sponsor Bank;

(c) not to alter or remove any identification, copyright or proprietary rights notice which indicates the ownership of any part of Customer's Proprietary Information or FDR's Proprietary Information, as appropriate; and

(d) to notify the other promptly and in writing of the circumstances surrounding any possession, use or knowledge of Customer's Proprietary Information or FDR's Proprietary Information, as appropriate, at any location or by any Entity other than those authorized by this Agreement.

Section 10.5. Release of Information. Despite the foregoing, FDR and Customer agree that Customer's Proprietary Information and FDR's Proprietary Information may be made available to VISA, MasterCard, Network or to supervisory or regulatory authorities of Customer and Sponsor Bank upon the written request of any of the foregoing.

Section 10.6. Exclusions. Nothing in this Article 10 shall restrict either party with respect to information or data identical or similar to that contained in Customer's Proprietary Information or FDR's Proprietary Information, as appropriate, but which: (a) the receiving party can demonstrate was rightfully possessed by it before it received the information from the disclosing party; (b) was in the public domain prior to the date of this Agreement or subsequently becomes publicly available through no fault of the receiving party or any person or Entity acting on its behalf; (c) was previously received by the receiving party from a third party or is subsequently furnished rightfully to the receiving party by a third party (no Affiliate of FDR or Customer shall be considered to be a third party) not known to be under restrictions on use or disclosure; (d) is independently developed by such party; (e) is required to be disclosed by law, regulation or court order, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure in order that the other party may seek a protective order; or (f) is required to be disclosed to comply with or to enforce the terms of this Agreement, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure in order that the other party may seek a protective order.

Section 10.7. Remedy. If either party breaches this Article 10, the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to such party will be impossible to calculate and therefore an inadequate remedy. Accordingly, the non-breaching party may (a) seek temporary and permanent injunctive relief against the breaching party or (b) exercise any other rights and seek any other remedies to which the non-breaching party may be entitled to at law, in equity and under this Agreement for any violation of this Article 10.

Article 11
Representations and Covenants

Section 11.1. FDR's Representation. FDR represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction herein contemplated does not conflict in any material respect with or constitute a material breach or material default under the terms and conditions of any documents, agreements or other writings to which it is a party; and FDR has the corporate power and corporate authority to execute, deliver and perform this Agreement.

Section 11.2. Customer's Representation. Customer represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction herein contemplated does not conflict in any material respect with or constitute a material breach or material default under the terms

and conditions of any documents, agreements or other writings to which it is a party; and Customer has the corporate power and corporate authority to execute, deliver and perform this Agreement.

Section 11.3. Customer's Covenants.

(a) Within fifteen (15) days after the end of each quarter during the Term of this Agreement, Customer shall provide to FDR a copy of the individual and consolidated quarterly and year to date financial statements (including where available, audited financial statements) of Customer and its affiliates to assist FDR in evaluating the risks associated with Interchange Settlement or other Customer obligations under this Agreement. Customer shall provide (or shall cause its Affiliates to provide) additional security or undertakings as FDR may reasonably require.

(b) Within thirty (30) days after the date hereof, Customer shall obtain and deliver to FDR, in form and substance reasonably acceptable to FDR, a 364-day revolving and irrevocable letter of credit in an amount equal to [*] (the "Initial Amount of the Letter of Credit"). Such letter of credit will be issued by a financial institution with a credit rating acceptable to FDR and will (i) secure all payment and settlement obligations of Customer under this Agreement that arise after the issuance of the letter of credit, including, but not limited to payment and settlement obligations for Processing Fees, Special Fees, Minimum Processing Fees, Interchange Settlement and other settlement obligations, taxes, interest or payments upon termination, and (ii) allow FDR to draw upon the Letter of Credit prior to expiration if the Letter of Credit is not renewed. The Initial Amount of the Letter of Credit was agreed to by the parties based on their best estimate, at the time of the execution of this Agreement, that [*] represents approximately the monetary amount of four (4) business days of the Daily Amount for which Customer may be responsible pursuant to Exhibit "F". If, after the execution of this Agreement, FDR, based on the then current monetary amount of the Daily Amount, determines that the monetary amount oZE=2>

Headings. The Section headings in this Agreement are for convenience only and are in no way to be construed as enlarging or limiting the scope of the particular terms to which they refer.

(c) As of the date hereof, and throughout the Term of this Agreement, Customer and Customer's Transaction Card program to be made available to Customer's Clients utilizing the FDR Services and the sponsorship by the Sponsor Bank:

(i) shall comply with all Network, VISA and MasterCard standards, guidelines, rules, regulations, guidelines or requirements and any interpretations thereof, including but not limited to the Virtual MasterCard standards and guidelines, as well as the MasterCard Rules as specified in Chapter 8 of the MasterCard Bylaws and Rules, and Customer has obtained and will obtain all required consents and approvals which may be required from the Networks, VISA or MasterCard (in each case regardless of whether Customer or Sponsor Bank is responsible for compliance or is obligated to obtain any such consent or approval under the applicable requirements), and that the intended operation and administration of Customer's Transaction Card program contemplated hereby, does not and will not violate any such approval, consent, standard, guideline, rule, regulation or requirement or any interpretation thereof, and, Customer will notify FDR immediately in the event this covenant is no longer true, accurate or complete, or if Customer receives any cease and desist or similar order from a Network, VISA or MasterCard;

(ii) shall comply with each of the obligations and requirements set forth in that certain letter dated September 13, 2000, from MasterCard to the Sponsor Bank, together with the

application and supporting materials submitted by Sponsor Bank in connection therewith, attached hereto and incorporated herein by reference as Exhibit H (in each case regardless of whether Customer or Sponsor Bank is responsible for compliance or is obligated to obtain any such consent or approval under the applicable requirements),it being understood that Customer will also provide information to FDR regarding such compliance as may be reasonably requested by FDR from time to time; and

(iii) shall properly disclose that the Sponsor Bank is the Issuer of the Transaction Cards to Customer's Clients and that Sponsor Bank, upon notice to Customer, may terminate Customer's Clients Transaction Card privileges at any time, and shall require Customer's Clients to agree that Sponsor Bank shall have no obligation or liability to any Customer Client regarding funds held, transferred, or invested by Customer or any of its Affiliates.

(d) Throughout the Term of this Agreement, Customer shall (or shall cause its Affiliates to) deposit, process, settle, and administer all financial transactions on behalf of and with its Clients in accordance with the PayPal process flow description set forth in Exhibit H hereto. In the event Customer wishes to modify such process flow, it shall notify FDR and obtain FDR's prior written consent. If such process flow is modified to reduce or eliminate settlement risk associated with Client transactions, Customer may request, and FDR will negotiate with Customer, the reduction of the number of business days of settlement funds to be secured by the Letter of Credit as provided in subsection (b) above.

Article 12
Miscellaneous

Section 12.1. Assignment. Except as otherwise provided herein, the rights and obligations of Customer are personal and not assignable, either voluntarily or by operation of law, without the prior written consent of FDR. Customer shall be permitted to assign this Agreement in the event (i) any person or Entity acquires all or substantially all of the assets or stock of Customer, or (ii) Customer merges or consolidates with another Entity, provided that for those events set forth in clauses (i) and (ii) hereof, FDR is given prior notice of such assignment and the successor has entered into an agreement reasonably acceptable to FDR to assume all of the obligations of Customer under this Agreement. Subject to the foregoing, all provisions contained in this Agreement shall extend to and be binding upon the parties hereto or their respective successors and permitted assigns.

Section 12.2. Business Continuity Plan. FDR has created a business continuity plan (the "Business Continuity Plan") and will provide Customer with a written summary of same upon written request. FDR reserves the right to change such Business Continuity Plan and, upon request, will explain all changes. No change shall degrade the quality of the Business Continuity Plan in a manner which has a material adverse impact on the Services. FDR will make certain revisions to its Business Continuity Plan which will meet or exceed regulatory agency contingency planning criteria. FDR's Business Continuity Plan includes a schedule for recovering critical business functions.

Section 12.3. State Law. Except as provided in Exhibit D, this Agreement shall be governed by the laws of the State of Nebraska as to all matters including validity, construction, effect, performance and remedies without giving effect to the principles of choice of law thereof. With respect to any claim arising out of this Agreement, Customer irrevocably waives any objection which it may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the courts of the State of Nebraska and the United States District Court located in the city of Omaha, Nebraska and Customer further waives any claim such suit, action or proceeding is brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over Customer. For purposes of any such suit, action or proceeding Customer agrees that any process to be served in

connection therewith shall, if delivered, sent or mailed in accordance with Section 12.4, constitute good, proper and sufficient service thereof.

Section 12.4. Notice. All notices which either party may be required or desire to give to the other party shall be in writing and shall be given by personal service, telecopy, registered mail or certified mail (or its equivalent), or overnight courier to the other party at its respective address or telecopy telephone number set forth below. Mailed notices and notices by overnight courier shall be deemed to be given upon actual receipt by the party to be notified. Notices delivered by telecopy shall be confirmed in writing by overnight courier and shall be deemed to be given upon actual receipt by the party to be notified.

If to FDR:		With a copy to:
First Data Resources Inc. 10825 Farnam Drive Omaha, Nebraska 68154 Attn: President Telecopy Number: 402-222-7334		First Data Resources Inc. 10825 Farnam Drive Omaha, Nebraska 68154 Attn: General Counsel Telecopy Number: 402-222-7700

If to Customer:

X.com Corporation
1840 Embarcadero Road
Palo Alto, CA 94303
Attn: Todd Pearson
Telecopy Number: 650-251-1101

A party may change its address or addresses set forth above by giving the other party notice of the change in accordance with the provisions of this section.

Section 12.5. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself.

Section 12.6. Relationship of Parties. Nothing contained in this Agreement shall be deemed to create a partnership, joint venture or similar relationship between the parties. The parties' relationship shall be that of independent parties contracting for services. All personnel and other agents employed by either party in connection with this Agreement are such party's or its agent's employees and not employees or agents of the other party.

Section 12.7. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of FDR and Customer and shall not confer any rights upon any Entity not a party to this Agreement except for Sponsor Bank which shall have no liability to Customer or Customer's Clients.

Section 12.8. Subcontractors. FDR may subcontract all or any part of the Services, but, notwithstanding any such subcontract, FDR shall remain responsible for performance of the Services.

Section 12.9. Force Majeure and Restricted Performance. If performance by FDR of any service or obligation under this Agreement, including Start-Up or Deconversion, is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communication failures, failure of MasterCard, VISA or a Network, failure or delay in receiving electronic data, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo, or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act, omission or cause whatsoever, whether similar

or dissimilar to those referred to in this clause, which are beyond the reasonable control of FDR, then FDR shall be excused from the performance to the extent of the prevention, restriction, delay or interference. As a condition to continuing to perform embossing services for card issuing members of VISA, FDR was required to enter into VISA Card Personalization Agreements (the "VISA Agreements"). Under certain circumstances VISA is permitted, pursuant to the VISA Agreements, to temporarily or permanently prevent or restrict FDR's right to perform embossing services for card issuing members of VISA. Customer hereby agrees that if, as a result of VISA exercising its rights under the VISA Agreements, FDR is prevented or restricted by VISA from performing embossing services for Customer, then FDR shall be excused from the performance of such embossing services to the extent of such prevention or restriction by VISA.

Section 12.10. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of this Agreement, and the parties shall substitute for the invalid provisions a valid provision which most closely approximates the intent and economic effect of the invalid provision.

Section 12.11. Audit. From time to time during the Term of this Agreement, FDR will allow a third party, selected by FDR, to perform an audit of the electronic data processing environment maintained by FDR to provide the services contemplated under this Agreement. FDR shall provide Customer with a copy of the results of the audit if Customer requests a copy in writing.

Section 12.12. Risk of Loss. Customer shall be responsible for any and all risk of loss to any tangible item (a) provided by FDR for Customer (including without limitation letters and embossed cards) upon the delivery of such items to the U.S. Postal Service or such other courier as Customer may select, and (b) provided by Customer to FDR until actual receipt of such items by FDR. It is expressly understood that the U.S. Postal Service and any courier selected by Customer are the agents of Customer and not FDR.

Section 12.13. Equal Employment Opportunity. FDR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability, age or veteran status as ordered by the Secretary of Labor pursuant to Section 202 of Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974.

Section 12.14. Entire Agreement. This Agreement, including Exhibits, and the executed Affiliate Agreements, if any, set forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memorandums and agreements between the parties concerning the subject matter.

Section 12.15. Amendments. This Agreement may not be amended except by a writing signed by authorized representatives of both parties to this Agreement.

Section 12.16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 12.17. Interchange Settlement. FDR and Customer agree that they will handle and settle Interchange Settlement pursuant to the terms and conditions governing Interchange Settlement as set forth in Exhibit F.

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their duly authorized officers as of the date first written above.

FIRST DATA RESOURCES INC.
By:		/s/ John Thielen
Name:		John Thielen
Title:		Executive Vice President

X.COM CORPORATION
By:		/s/ H. David Johnson
Name:		H. David Johnson
Title:		CFO

EXHIBIT A

SERVICES/PRICING

I. The following documents specifically describe the services referred to in Section II:

User Manuals:

Adjustments
Authorizations
Cardholder Account Maintenance
Cardholder Billing
Cardholder Communication
Cardholder New Accounts
Cardholder Non-Monetary Transactions
Cardholder Plastics
Cardholder System Features
Chargeback Message Codes
Chargebacks
Client-Defined Screens
Correspondence Management
Customer Inquiry Management System
Customer Inquiry System
Electronic Ticket Capture
Electronic Ticket Capture APLUS@
Enterprise Presentation
Falcon Fraud Detection System
Fraud Control Options
Issuer Marketing Products
Letter Fundamentals
Merchant Letters
Merchant New Accounts
Merchant Non-Monetary Entry
Merchant Processing
Monetary Entry
Off-Line Debit Card
Online product Control File Parameters
PIN Management
Plastics Related Formats
Point-of-Sale Products
Product Control File
Product Control File Utilities
Reference Manual
Reports Management System
Retrievals
Rewards
Security
Settlement
System Administration
System Overview

Customer bulletins issued by FDR

Exh. A-1

II. General Services

A. FDR will provide Customer with an on-line terminal facility (not the terminals themselves), on-line access to Transaction Card processing software, adequate computer time and other mechanical Transaction Card services as more specifically described in the documents referred to in Section I.

B. Reports will be made available to Customer in accordance with FDR's Reports Management System (RMS).

C. FDR periodically shall install, provide or cause to be installed or provided the means for communicating data from its facilities or equipment to the facilities or equipment of Customer, and third parties designated by Customer, as FDR determines is desirable to perform offline debit processing services under this Agreement. The method of transmission and the media employed will be determined by FDR taking into consideration relevant factors such as traffic type, inbound and outbound message sizes, traffic loading distribution, and the equipment or devices which are or may be used.

D. Specific Services are defined in Section IV.

III. Ancillary Services

A. FDR LinkUp Services. FDR agrees to provide to Customer and Customer's Transaction Card Affiliates (hereinafter collectively referred to as "Customer") electronic mail services consisting of a system whereby Customer may create, edit, transmit, store and retrieve data, in the form of textual messages and binary files, utilizing Customer's telephone communication lines to FDR and certain data storage facilities residing on Customer's computer equipment ("Mailboxes"). FDR shall assign to Customer a number of Mailboxes, which may be increased or decreased by Customer at any time following at least thirty (30) days written notice to FDR, provided that Customer shall be required to maintain at least one (1) Mailbox at all times. In order for Customer to obtain FDR LinkUp Services as described in this section, FDR shall distribute to Customer cc:Mail Software and related documentation (collectively, the "cc:Mail Software").

(1) Customer represents and warrants to FDR that it will permit the FDR LinkUp Services to be utilized or accessed in its internal business only by its own personnel. Each copy of the cc:Mail Software provided to Customer may be used by Customer on a single computer only, and in no event may Customer install any cc:Mail product given to Customer by FDR on a network server. Customer shall not copy the cc:Mail Software except that Customer may make archival copies of the cc:Mail Software for the sole purpose of having a backup copy. Customer agrees that it will not reverse assemble or reverse compile the cc:Mail Software program, nor transfer, sublicense, rent, lease or assign the cc:Mail Software. The cc:Mail Software is owned by cc:Mail, Inc., a division of Lotus Development Corporation ("Lotus") and is protected by United States copyright laws and international treaty provisions.

(2) Customer shall be responsible, at its expense, for all computer equipment at Customer's locations necessary to use the cc:Mail Software. All communication charges associated with accessing the FDR computers and equipment used to provide FDR LinkUp Services shall be paid by Customer.

(3) If FDR's right to distribute the cc:Mail Software is terminated because the software infringes upon the copyright, patent or other proprietary rights of any party or for any other reason, FDR shall have the right to terminate the provision of FDR LinkUp Services upon thirty (30) days notice to Customer, or such shorter period of notice as coincides with the termination of

Exh. A-2

FDR's right to distribute the software, and FDR shall have no further liability to Customer with respect to the terminated services.

(4) Within thirty (30) days after the termination of this Agreement, or the earlier termination of Customer's right to use the cc:Mail Software, Customer shall deliver to FDR all copies of the relevant software and associated documentation, together with all separate informational materials provided with respect to the services or the software, in their possession, custody or control or shall destroy the same, as directed by FDR. In addition, an officer of Customer shall certify in writing to FDR that use of the relevant software has been discontinued and all items have been returned or destroyed as required in this section.

(5) Customer agrees to indemnify and hold harmless Lotus, its subsidiaries, affiliates, officers, directors, employees and agents from and against any and all claims, demands, liability, loss, cost, damage or expense, including attorneys' fees and costs of settlement, resulting from or arising out of (i) the failure of Customer to observe any covenant or condition set forth in this Section, (ii) the violation by Customer of any applicable statute, law or regulation, or (iii) Customer's use of the FDR LinkUp Services.

(6) Customer acknowledges that the cc:Mail Software product is subject to restrictions and controls imposed under the U.S. Export Administration Act. Customer certifies that neither the cc:Mail Software nor any direct product thereof is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited under the Act. RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 52.227-7013. cc:Mail, Inc., 2141 Landings Drive, Mountain View, CA 94043.

(7) NEITHER FDR NOR LOTUS MAKES ANY WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES TO BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOTUS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CC:MAIL SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IN NO EVENT WILL CUSTOMER HAVE ANY CAUSE OF ACTION AGAINST LOTUS, NOR WILL LOTUS BE LIABLE TO CUSTOMER FOR ANY LOSSES, DAMAGES OR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), INCIDENTAL DAMAGES OR PUNITIVE DAMAGES INCURRED OR SUFFERED BY CUSTOMER EVEN IF LOTUS IS INFORMED OF THEIR POSSIBILITY.

B. Fraud Management/Fraud Detection (Falcon) Services. FDR shall provide Customer and Customer's Transaction Card Affiliates (hereinafter collectively referred to as "Customer" with Fraud Management/Fraud Detection Services in conjunction with HNC, Inc., and its Falcon™ software (hereinafter referred to as the "HNC Software"), which services shall consist of those services set forth in this section.

(1) FDR shall provide Customer with Card Fraud Management/Fraud Detection Services by utilizing the output of the Falcon Neural Engine computational model (designed to detect card fraud) which encompasses or contains the Falcon neural network-based system, as such same software is licensed to FDR by HNC and is commonly known as the Falcon Card Fraud Detection Model (hereinafter referred to as the 'Card Output Access') solely for the purpose of assisting Customer in detecting possible fraudulent transaction account activity on the card accounts of Customer and for no other purpose. Except as expressly provided in this section, no right or

Exh. A-3

license under any patent copyright, trade secret, trademark or other intellectual property of FDR or other person is granted or is to be inferred from this section. Customer agrees that FDR's providing of Card Fraud Management/Fraud Detection Services does not confer upon Customer any license in or to the Card Computational Model.

(2) The parties acknowledge that the HNC Software, from which the Card Output Access is generated, is licensed to FDR pursuant to a license agreement (the "HNC License Agreement"). FDR shall use commercially reasonable efforts to extend or renew the initial or any renewal terms, as the case may be, of the HNC License Agreement and if the HNC License Agreement expires or is terminated, FDR shall promptly notify Customer of such termination or expiration. FDR shall use commercially reasonable efforts to substitute for HNC one or more software vendors from whom FDR shall license, on commercially reasonable terms, one or more software packages that will generate output access that provides, in all material respects, the utility and performance provided by the Card Output Access generated by the HNC Software.

(3) FDR and Customer shall mutually establish a fraud detection strategy designed to fulfill Customer's fraud detection requirements. Customer will provide a single point of contact, at least 60 days prior to beginning of service, to establish start-up requirements. Customer shall notify FDR in writing of the contact's identity. Customer's contact person will be authorized to build and approve the fraud detection strategy, to determine the fraud score criteria and to approve product control file changes. FDR shall assist Customer in the establishment of the processing parameters designed to effectively implement Customer's fraud detection strategy. Customer shall be solely responsible for approving the processing parameters and shall verify that such parameters effectively satisfy the requirements of Customer's fraud detection strategy. In no event, however, shall FDR be liable to any person for any damages caused by either the HNC Software or any deficiency in the construction of the processing parameters. Furthermore, Customer shall be responsible for the accuracy of all Customer data and fraud control data provided to FDR.

(4) FDR will provide Customer with the following Card Call Processing Services:

(a) FDR will utilize its Fraud Detection WorkCenter to monitor authorizations queued as a result of the fraud detection criteria and/or fraud score.

(b) FDR will initiate outbound telephone calls to the Cardholders of Customer who have had authorization activity on their account and appear in a Fraud Detection WorkCenter Queue Group. At Customer's option, FDR shall either (i) use a predictive dialer (herein defined as a mechanism by which outbound calls to the Cardholder Accounts to be worked hereunder are automatically dialed by the system based upon the telephone number indicated by the Cardholder master files of Customer resident at FDR) to place cans or (ii) manually review accounts for fraud activity (based upon Customer-defined criteria) in order to call only selected accounts.

(c) FDR will make up to four attempts to reach the Cardholder within a 48-hour period. All attempts will be made within the hours of 8:00 a.m. and 9:00 p.m.

(d) FDR will attempt all home and business telephone numbers as provided by Customer's Cardholder masterfile.

(e) If FDR is unable to contact the Cardholder, a message for the Cardholder to contact FDR at a to-be-provided 800 number will be delivered to the Cardholder's message machine and/or to responsible adults.

(f) When the FDR call results in contact with the Cardholder, and the Cardholder validates the authorization activity, FDR will record an on-line account memo (to the Customer Inquiry System) indicating the results of the call.

Exh. A-4

(g) When the FDR call results in contact with the Cardholder and the Cardholder is unable to validate the activity, FDR will initiate a Lost/Stolen Report and place a block on the account. (Standard fees apply for the Lost/Stolen Report.) FDR will record an on-line account memo (to the Customer Inquiry System) indicating the results of the call.

(h) If FDR encounters activity which appears uncharacteristic or unusual for a Cardholder Account and FDR is unable to contact successfully the Cardholder, then FDR may place a block on the Cardholder Account to prevent further authorization approvals until either the Cardholder or Customer successfully verifies the activity. On a daily basis, FDR will fax to Customer a list of accounts which have been blocked because of uncharacteristic or unusual account activity. The account will remain blocked until the Cardholder instructs FDR to remove such block or Customer removes such block.

(i) Upon the request of Customer, FDR may at its option, provide additional services, including the following: telephone number look ups, fraud control services, customized reporting, etc. These services would be provided at an additional cost to Customer.

(j) Upon request by Customer, HNC or FDR may, at its option, provide the following to Customer: custom system installation, additional training, and fraud user interface licensing. HNC shall provide the following to Customer upon request: fraud strategy consulting and custom fraud models. Customer will contract directly with HNC for these services, which will be provided at an additional cost to Customer.

(k) HNC has established a Fraud Control Consortium whereby users of Card Output Access contribute data for use by HNC to study fraud patterns, which enables HNC to improve fraud detection methods. If Customer chooses to join such Consortium, FDR will provide, on Customer's behalf, data to the Fraud Control Consortium as required and requested by HNC within 30 days after the Falcon Start Date and on a calendar quarterly basis thereafter. If Customer does not wish to join the Fraud Control Consortium, HNC, upon request of Customer shall construct a custom fraud model for Customer, as an additional service, at a cost agreed upon among FDR, Customer and HNC. Customer acknowledges that FDR will employ the HNC Software using the Fraud Control Consortium algorithms to produce Card Output Access for Customer only if Customer contributes data to the Fraud Control Consortium.

C. Online Debit. FDR agrees to provide Customer with online debit Services as described below:

(1) FDR shall operate a computer data processing facility to perform transaction processing, switching and settlement through the Networks and other services as further set forth in this section and in Section IV of this Exhibit A.

(2) Customer is solely responsible for the operation or maintenance of any hardware, software, equipment or systems that are not under FDR's direct control, including the terminals, Networks, third party authorizers and telecommunication lines.

(3) FDR will provide Customer with documentation describing FDR's services and the manner in which the online debit services will be used by Customer. FDR shall update and revise such documentation from time to time as necessary to reflect any modifications and enhancements and Customer will comply with such documentation.

(4) Customer agrees to enter into the agreements for access to the Network(s) as needed in order to obtain the services contemplated hereby.

D. Open Data Streams. FDR has developed a proprietary software product known as 'Open Data Streams'. Open Data Streams provides functionality to enable Customer to access and retrieve certain

Exh. A-5

of its Cardholder information from the FDR System. FDR shall provide access to and Customer may use Open Data Streams pursuant to the following terms and conditions:

(1) Implementation of Open Data Streams System.

(a) 'Open Data Streams System' means the Open Data Streams Software, the software licensed by either FDR or Customer from Sybase, Inc. ('Sybase') in connection with Open Data Streams services (collectively 'Sybase Software'), the related documentation to any of the foregoing, and the Customer Supplied Equipment.

(b) 'Customer Supplied Equipment' means the hardware and software that FDR designates and directs Customer to procure and such other hardware and software that FDR and Customer may determine is necessary for use of the Open Data Streams System. Customer, at Customer's expense, shall procure, provide, install and maintain the Customer Supplied Equipment as directed by FDR.

(c) Customer shall acquire development license(s) directly from Sybase and install on each Access Point one copy of the Sybase Software product 'Open Client' (acquired with purchase of development license(s)), and perform any required data conversion. 'Access Points' means the number of mini computers, automated recognition units, workstations servers, automatic processors, concentrators and other processors of any type at Customer's site that are operating such Sybase Software and processing transaction requests to the FDR System.

(d) Customer agrees to provide to appropriate Customer employees, at its expense, initial and ongoing training on applicable Sybase Software (from Sybase or other equivalent source) and on operation and usage of the Open Data Streams System.

(e) Customer shall designate an appropriately qualified individual to act as project manager and as the single point of contact with FDR with respect to the Open Data Streams System.

(2) Use of Open Data Streams Software.

(a) 'Open Data Streams Software' means (i) the object code version of certain software packages licensed to FDR from Sybase; (ii) the object code version of the FDR proprietary interface and method of access to the FDR System; and (iii) all additions, updates, revisions, corrections, enhancements and modifications to the foregoing delivered to Customer from time to time, except as provided herein. FDR reserves the right to modify, enhance, change, or substitute any of the components of the Open Data Streams Software.

(b) FDR grants to Customer a limited, nonexclusive, and nontransferable right and license, exercisable during the Term, to access and use the Open Data Streams Software from the Access Points solely for the purposes provided herein. Customer may use the Open Data Streams Software solely to access, transmit, modify and process its Cardholder information from the FDR System. The Open Data Streams Software and Open Data Streams System are and are composed of confidential and proprietary information of FDR and Sybase, as applicable, and shall be subject to all rights and obligations relating to confidential and proprietary information (including return of all confidential and proprietary information upon any termination of the Service Agreement, the Open Data Streams Services or the license to the Open Data Streams Software) contained in the Service Agreement. All right, title and interest in the Open Data Streams Software are and shall remain with FDR and Sybase, as applicable. FDR and Sybase reserve all rights not expressly granted to Customer herein.

(c) Except for backup and archival purposes, Customer shall not directly or indirectly copy the Open Data Streams Software. Customer shall reproduce on all such copies all copyright and proprietary notices and legends originally included in the Open Data Streams

Exh. A-6

Software. Customer shall not attempt to reverse engineer, decompile or disassemble (or otherwise attempt to derive a source code for) the Open Data Streams Software or any part thereof Customer shall not use the Open Data Streams Software for bulk data transfers or to populate a data warehouse. Except as may be permitted under a Sybase development license procured by Customer, Customer shall not: (i) use any third party application development tools or otherwise modify or enhance existing screens or forms that are delivered as part of the Open Data Streams System; (ii) directly access the Sybase Software command verbs; (iii) use the Sybase Software other than in connection with the Open Data Streams System or as a substitute for a general database product; or (iv) create new reports or modify existing reports with executables delivered as part of the Open Data Streams System. However, Customer may use the Open Data Streams Software to create or alter tables, columns or rows, or to add fields to existing tables as necessary to implement, operate and administer the Open Data Streams System. Customer shall not rent, sublicense, distribute, assign or otherwise transfer any or all of its rights in the Open Data Streams Software to any third party, whether by operation of law or otherwise.

(d) Customer will comply fully with the U.S. Export Administration Act and the relevant regulations of the United States Department of Commerce to assure that the Open Data Streams Software is not used or exported in violation of such Act or regulations or any other relevant law of the United States or of any country to which the Open Data Streams Software is exported.

(3) Liability. SYBASE IS A DIRECT AND INTENDED THIRD PARTY BENEFICIARY OF THIS SECTION OF EXHIBIT "A", TO THE EXTENT OF TERMS RELATED TO THE LICENSE OF OPEN DATA STREAMS SOFTWARE TO CUSTOMER, AND MAY ENFORCE SUCH RIGHTS DIRECTLY AGAINST CUSTOMER. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SYBASE BE LIABLE TO CUSTOMER UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE OPEN DATA STREAMS SOFTWARE.

(4) Termination of Sybase License Agreement. The parties acknowledge that certain of the Open Data Streams Software is licensed to FDR pursuant to a license agreement between FDR and Sybase. In the event such license agreement expires or is terminated, FDR shall use commercially reasonable efforts to obtain or provide a substitute for such software. If FDR fails to provide a substitute for such software, FDR may terminate the Open Data Streams Services by giving Customer ninety days' notice.

(5) Development and Maintenance of Customer Developed Applications.

(a) Customer may, if in accordance with its Sybase license, use the software included in the development license it acquires from Sybase to develop applications to be used solely on the Access Points ("Customer Developed Applications'). Customer will develop Customer Developed Applications in substantial compliance with the reasonable recommendations of FDR.

(b) Customer shall promptly report to FDR any suspected error. At FDR's request, Customer shall provide FDR in writing a reasonably detailed description and documentation of the suspected error. Customer shall, at its expense, maintain all Customer Developed Applications and correct any Customer Developed Applications which are causing Operating Problems. FDR may deny access to the Open Data Streams System of any Customer Developed Application which is causing an Operating Problem. As used herein, the term "Operating Problem(s)' means any malfunction which (i) materially reduces the response time or performance of the FDR System, (ii) results in a substantially higher volume than

Exh. A-7

Customer's typical volume, or (iii) causes programs or other processes within the FDR System to terminate or otherwise cease operating properly.

(c) Customer shall, based on the reasonable direction of FDR, install and implement any replacement or upgrade of Sybase Software within ninety (90) days from the date that the upgrade is required for the Open Data Streams System and made available to Customer. At the conclusion of such ninety (90) day period, FDR's support services for the previous version of the Sybase Software will cease. Customer shall modify the Customer Supplied Equipment as necessary for use of any upgrades. Customer acknowledges and agrees that upgrades to the Sybase Software and upgrades or other modifications that FDR may make to the Open Data Streams System may result in failure of the Customer Developed Applications to operate properly. Customer shall make all corrections and revisions to the Customer Developed Applications as necessary for proper operation with any such upgrades and modifications. If Customer fails to make such corrections or revisions, FDR may deny access of such Customer Developed Applications to the Open Data Streams System.

(d) To resolve technical issues arising with respect to the Open Data Streams System, Customer shall implement and provide a telephone help desk staffed by trained personnel. The help desk shall be accessible to Customer employees during the same times that the FDR help desk is available (as provided in the Service Agreement). Customer shall instruct its employees to call Customer's help desk before calling the FDR help desk.

(6) Customer shall pay a minimum monthly fee for Open Data Stream services in the amount of [*] per month.

Exh. A-8

IV. Processing Fee Definitions/Prices (Debit/Credit Card Processing):

Item Number	Item	Definition	Price Per Item
n/a	Auth Plus Services	The debit card authorization support system services comprised of debit card authorization strategies, debit card specific authorization and advice options and debit card specific customer service functionality. This includes certain pc-based software used to establish and maintain strategies.
		The prices below for Auth Plus Services do not include and Customer shall pay FDR for any Cardholder Non-Monetary/On-Line Transactions created by tape or transmission in connection with the Auth Plus Services, and any other applicable fees and charges set forth in this Exhibit A in connection with such services (including but not limited to PIN Verification fees and tape related charges). Customer shall also reimburse FDR for any programming charges incurred by FDR in order to support Auth Plus Services on Customer's behalf.
3600	Auth Plus Cardholder on File	Each account of a debit card Cardholder of Customer that remains on Customer's debit card master file at FDR on the last processing day of the calendar month as defined in the CD-121 Ledger Activity Report or the equivalent report.	[*]
3601	Auth Plus-CPU Linked Authorization	Each authorization inquiry received by FDR that is routed to Customer for balance or authorization action.	[*]
3602	Auth Plus-Non-CPU Linked Authorization	Each authorization inquiry received by FDR which is not routed to Customer, but which accesses the debit card files of Customer at FDR.	[*]
3603	Auth Plus-CPU Linked Adjustment	Each CPU Linked monetary adjustment made by FDR to a debit card Cardholder Account of Customer.	[*]
3604	Auth Plus-Non-CPU Linked Adjustment	Each monetary adjustment, other than a CPU Linked monetary adjustment, made by FDR to a debit card Cardholder Account of Customer.	[*]
3605	Auth Plus-CPU Linked Address Verification	Each CPU Linked request received by FDR from a Merchant for a confirmation of the address of a debit card Cardholder Account of Customer.	[*]
3620	Debit Balance Update Transaction	Each transaction, entered into the FDR System via a file transmitted to FDR by Customer, which updates a Cardholder's debit card account balance.	[*]

Exh. A-9

7215	Cardholder Monetary Transaction	Each posting of a monetary transaction to Customer's Cardholder Accounts, including but not limited to sales, returns, cash advances, payments, reversals, adjustments and annual charges.	[*]
3515	Assistance Request (Voice)	Each miscellaneous customer assistance request from a Cardholder or Merchant of Customer that is received by FDR's voice authorization center.	[*]