March 24, 2005
Xx. Xxxxxxx Xxxxxx
X/x Xxxxx xx Xxxxxx, Xxxxxx, X.X.
Re: PODER DE COMPRA DEBIT CARD PROGRAM
-------------------------------------------
Dear Xxxxxxx:
The purpose of this letter is to confirm the agreement reached today
between Direct Card Services, LLC ("DCS"), Optimum Pay USA, Inc. ("OP") and
Poder de Compra, Mexico, S.A. ("PDC") of and concerning an ATM Debit card
program to be customized and provided through First Premier Bank (hereinafter
"SVC").
DCS is an approved marketer of MasterCard products through First Premier
Bank as a card issuer. OP is a third-party processor affiliated with First
Premier Bank and approved as such by MasterCard. PDC desires DCS and OP to
deliver 50,000 debit cards under an approved SVC.
Accordingly, the parties agree as follows:
1. Initial Card Order. PDC will deliver a card order for 50,000 debit
cards under the SVC under the terms and conditions hereafter.
Concurrent with the card order PDC will pay DCS $250,000.00 cash
proceeds which represents a cost of $5.00 per card which represents
the cost of plastic, card carrier, PIN mailer, cardholder agreement
and account set up. The implementation fee shall be $20,000.00 which
shall be paid by PDC to OP and DCS.
2. Cardholder Price and Terms. Prior to April 15, 2005, DCS, PDC and OP
will agree upon a cardholder schedule of fees and costs. This
schedule shall be made as an exhibit to this letter agreement and
any later agreement incorporating the terms hereof.
Xx. Xxxxxxx Xxxxxx
March 24, 2005
Page 2 of 3
3. Technology Support. Prior to April 15, 2005, OP will provide to the
satisfaction of PDC that it is a third-party processor capable of
providing the following support for the SVC program - (a) interface
with PDC data center in Phoenix via VPN, (b) interface between First
Premier Bank, PDC data center in Phoenix and HSBC Bank in Mexico via
Toluca data center located outside of Mexico City, (c) capability to
support card to card functionality between the ATM card issued by
First Premier Bank and the ATM issued by HSBC Bank, and (d) provide
confirmation of transmitter capability between the aforesaid
bankcards. In addition to the above, OP will, prior to April 15,
2005, also establish to the satisfaction of PDC that its data
management systems can handle batching of data on a daily basis as
needed for currency exchange and for appropriate financial reporting
to all interested parties. OP will provide a separate schedule of
time and cost to provide any one or more of the services referenced
above which may be specially required hereunder. The same shall be
approved by all parties and shall be borne equally between Poder de
Compra and DCS.
4. Banking Confirmation. OP represents that it can deliver a separate
BIN for the PDC SVC. OP further represents that the separate BIN
will not be affected by other debit card programs supported by OP.
5. Loading Network. DCS will make available its DirectLoad Network to
the PDC SVC at a price of no greater than $2.95 per load. OP and DCS
will endeavor to obtain like pricing with EPS. PDC will advise DCS
as soon as practicable the locales of high-density SVC cardholders
so that DCS may endeavor to coordinate extension and expansion of
the DirectLoad Network in those areas.
Xx. Xxxxxxx Xxxxxx
March 24, 2005
Page 3 of 3
6. Comprehensive SVC Contracts. On or before April 15, 2005, DCS, OP
and PDC will enter into a comprehensive agreement for the delivery
of the SVC and the 50,000 debit cards consistent with the terms
hereof. PDC shall pay the monies due and payable pursuant to
paragraph 1 above on or before April 15, 2005, or concurrent with
the execution of the comprehensive agreement if it occurs prior to
April 15, 2005. It is agreed that payment of the above amount is
conditioned upon PDC confirming the correctness of the information
and representations made in paragraphs 3 and 4 above.
Sincerely,
Direct Card Services, LLC
/s/ T. Xxxxxxxx Xxxxxxxx
T. Xxxxxxxx Xxxxxxxx
Managing Member
AGREED AND ACCEPTED:
Poder de Compra, Mexico, S.A.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx Xxxxxx, Managing Member
Optimum Pay, USA, Inc.
By: Xxxxxx Xxx
-------------------------------
Xxxxxx Xxx, President
