Independent Sales Organization Agreement - United Bank Card

Independent Sales Organization AgreementThis Independent Sales Organization Agreement ("Agreement") is made on _________,200_("Effective Date") by and between United Cash Solutions, Inc., an Arizona corporation with offices at 6420East Broadway, Tucson, AZ 85710, Suite B100 ("UCS"), and_____________________ a____________________corporation with officesat_____________________________________________________("ISO").RecitalsUnited Cash Solutions provides sponsorship and processing services in certain debit card networks for ATMs.ISO markets debit card point of sale and/or ATM transaction services to merchants. ISO desires United CashSolutions to sponsor ISO and ISO's customers into certain debit card networks, and to provide certain servicesto those merchants relating to debit card transactions.Therefore, the parties agree as follows:I. DefinitionsThe following terms when used in this Agreement will have the meanings set forth in this Section:"Adjustment" means an electronic message initiated by a Debit Network member to correct a Transactionwhich did not settle for the amount recorded by the Terminal or which is disputed by a Debit Card holder."Confidential Information" means information owned by each party including, but not limited to, technicalor non-technical data, a formula, pattern, compilation, program, device, method, technique, schematic,drawing, process, financial data, or list of actual or potential customers or suppliers which derives economicvalue, actual or potential, from not being generally known to other persons who can obtain economic valuefrom its disclosure or use."Debit Card" means a valid and unexpired card bearing the symbols of the Debit Networks."Debit Networks" means the electronic funds transfer networks indicated on Exhibit A, and any entity thatowns such networks, including but not limited to Visa and MasterCard."Event of Default" means the events listed in Section 7.3."Merchant" means a business that has entered into a Merchant Agreement and to which ISO providesservices under this Agreement."Merchant Agreement" means the written contract, a form of which is attached as Exhibit R required byUCS to be entered into by a merchant to enable a merchant to participate in the Merchant Program."Merchant Loss" means any loss incurred by UCS or Sponsor Bank for any reason attributable to aMerchant, including but not limited to losses due to the fraudulent practices of a Merchant, uncollectedMerchant fees, and fines imposed by a Debit Network due to Merchant's noncompliance with the Rules."Merchant Program" means the package of services offered by ISO, sponsored by UCS, which enables amerchant to make sales to persons presenting Debit Cards."Operating Account" means the deposit account established and maintained by ISO at an ACH receivingdepository institution for the purpose of debiting and crediting ISO for all amounts detailed in this Agreement

"Rules" means the written regulations and procedures issued by the Debit Networks."Sponsor Bank" means that financial institution designated by UCS that is a member of the Debit Networks."Terminal" means an ATM or point of sale device connected to a Debit Network deployed or operated byISO under this Agreement."Transaction" means the purchase by a cardholder of goods or services from a Merchant, or a balanceinquiry, withdrawal, deposit, or other function permitted by a Debit Network at an A TM, by use of a DebitCard.II. ISO's Obligations2.1 Responsibilities of ISO. ISO will perform the following responsibilities:A. Locate, investigate and refer potential A TM or point of sale merchants to UCS.B. Assist merchants in completing all documentation required to apply to the Merchant Program, andmaintain signed Merchant Agreements and Merchant applications. ISO will not alter any term on anyMerchant Agreement without UCS' prior written consent. ISO shall provide copies of such documents to UCSand Sponsor Bank, their auditors and their examiners upon request.C. Perform site inspections within the times and utilizing the reporting forms requiredby UCS.D. Evaluate potential merchants, and forward to UCS the applications of onlythose businesses that comply with the credit criteria.E. Train Merchants (and new employees of Merchants, when necessary) on theprocedures and Rules necessary to participate in the Merchant Program and theoperation of Terminals.F. Input all data necessary to set up new Merchants.G. Sell, lease or place ATM Terminals and other equipment necessary to participatein the Merchant Program to Merchants.H. Install, maintain, and train Merchants on the use of Terminals and otherEquipment, unless UCS and ISO have agreed to use third-party installation providers.I. Distribute and deliver all Merchant supplies necessary for the Merchant to performits duties under the Merchant Agreement.J. Provide UCS a list of all sales agents and sales locations, both as of theEffective Date and within 30 days of any additions or deletions.2.2 /Adverse Information. ISO will inform UCS of information of which it has actual knowledge that mayaffect a potential Merchant's ability to meet a Merchant's obligations under the Merchant Program. Further,ISO will notify UCS in writing if ISO becomes aware of any information: A) about the financial insolvency,financial instability, or change in ownership or business of any Merchant, B) about a Merchant'snoncompliance with the Rules, or C) that indicates that a Merchant's acceptance of Debit Cards is other than abona fide sale of products or services.

2.3 Financial Statements and Audits.A. Audits. ISO will keep complete and accurate books and records relating to all transactions under thisAgreement. UCS, Sponsor Bank, Debit Networks, and regulatory agencies may at any time conduct financialand procedural audits of ISO to confirm compliance with this Agreement and the Rules. ISO will promptlysupply such auditors with information requested by them. ISO will provide UCS with a copy of any auditsperformed by a third party or regulatory agency.2.4 Information. ISO will promptly distribute to its sales agents changes in operations and Rules receivedfrom UCS that may affect the manner in which services are marketed by such representatives. ISO will keepaccurate records regarding Merchants' inquiries, orders, transactions and contacts under this Agreement. ISOwill promptly advise UCS of adverse or material changes in any Merchant's financial condition.III. UCS Responsibilities3.1 UCS Responsibilities. UCS will perform the following functions:A. UCS will approve or deny, within its sole discretion, the participation of ISO's customers in theMerchant Program. Merchants will have a contractual relationship with UCS and Sponsor Bank.B. UCS will perform the ATM sponsorship services set forth in Exhibit D, if soindicated on Exhibit D.C. UCS will respond to Merchants' inquiries regarding processing, settlement,D. UCS will provide customer service and technical support for merchant and ISOissues relating to the ATM program.E. UCS will offer cash replenishment and vault cash services.F. UCS will provide transaction processing services.G. UCS will respond to network disputes including regulation E inquiries.H. UCS will provide a variety of sales support services including ATM leasing,ATM sales, placement programs, supplies, etc.I. UCS will provide nationwide installation and maintenance.3.2 Merchant Losses. The parties understand and agree that Merchant Losses will be borne by UCS,unless a Merchant Loss is the direct or indirect result of ISO's fraud, breach of this Agreement, orwillful misconduct, in which case the Merchant Loss will be owed by ISO to UCS.3.3 Ownership of Merchant Agreements. All right, title and interest to all Merchant Agreements isvested in UCS. Notwithstanding the previous sentence, any time after ISO's residual compensationunder this Agreement reaches $300 per month for the most recent 3 consecutive months, ISO maysell, assign or transfer its rights to receive compensation pursuant to Section 4.2 to any third partyprovided, however, that UCS shall have a right of first refusal with regard to such sale, assignment ortransfer. Within 30 days of ISO's written notice to UCS specifying the terms of a bone fide third partyoffer for ISO's rights under Section 4.2, UCS shall have the right to notify ISO of its exercise of suchright of first refusal. UCS shall be entitled to purchase such rights on the same terms and conditionsspecified in ISO's written notice within 60 days of UCS’ exercise of the right of first refusal. ISO, norany entity in which ISO or any ISO principal is an owner, director, or employee, shall not, during theterm of this Agreement or after termination, solicit, entice or contract with any Merchant for servicessimilar to those provided by UCS under this Agreement or under any Merchant Agreement.IV. Fees and Charges

4.1 Merchant Fees. ISO will submit to UCS and will obtain UCS’ approval of all fees charged toMerchants. ISO will not impose or collect any fee from any Merchant that has not been approved byUCS.4.2 ISO Compensation. Each month ISO will receive from UCS compensation in accordance with theattached Pricing Schedule A. Such compensation may be amended by UCS at any time after the first12 months of this Agreement upon 30 days prior written notice to ISO. If ISO solicits or encouragesany Merchant to terminate the Merchant Agreement, all of ISO's rights to receive compensation willcease.4.3 Pass Through Fees. UCS reserves the right to pass through to ISO or to Merchants certain existingor additional fees imposed or increased by any Debit Network.5.1 Debit Network Requirements.V. Third Party RequirementsA. Fines. ISO will reimburse UCS within 5 business days for any fines imposed upon UCS due tononcompliance on the part of ISO with any of the Rules.B. Locations. ISO has disclosed and will continue to disclose to UCS the identity and location ofeach Terminal.C. Priority of Rules. UCS and ISO agree that, in the event of any inconsistency between thisAgreement and any Rules, the Rules will apply.D. Rule Compliance. ISO acknowledges that it has received, understands, and that it agrees to complyfully with all applicable Rules.E. No Delegation. ISO will not delegate any of its rights or obligations under this Agreement to anyother person or entity.F. Records. Upon request, ISO will provide records containing Merchant information to UCS, anyDebit Network or any regulatory agency as soon as possible but no later than 7 days from ISO'sreceipt of a request for such information.G. Merchant Fee Disclosure. All merchant fees must be clearly and conspicuously disclosed to theMerchant in writing prior to any payment or application.H. Contact. ISO must promptly volunteer a name or title of and a telephone number for an employeeof UCS upon request of a merchant, or if the ISO is unable or unwilling to respond to a merchantquestion.5.2 Notification. Each party will promptly notify the other if it receives notice from any Debit Networkor governmental agency that may affect that party's performance under this Agreement.VI. Representations and Warranties and Confidentiality

6.1. Representations and Warranties. Each party represents and warrants to the other that:A. Good Standing it is a corporation authorized, validly existing and in goodstanding under the laws of the state indicated in the opening paragraph, and has its principal office located insuch state.B. Full Authority. It has full authority and corporate power to enter into this Agreement and to perform itsobligations under this Agreement.C. No Violation. Its performance of this Agreement will not violate any applicable law or regulation or anyagreement to which it may now or hereafter be bound.D. Enforceability. This Agreement represents a valid obligation of that party and is fully enforceable against itaccording to its terms./E. Compliance. It will comply with the terms of this Agreement, with the Rules, and with all applicable stateand federal laws and regulations.F. No Litigation. That party and its officers and directors are not a party to any pending litigation that willaffect its performance of this Agreement and have never been fined or penalized by any Debit Network.6.2 Confidentiality. ISO and UCS each agree that it will retain in strictest confidence the ConfidentialInformation and all information and data belonging to or relating to the business of the other party (includingwithout limitation the terms of this Agreement), and that each party will safeguard such information and databy using the same degree of care and discretion that it uses to protect its own confidential information. Noparty will use the other party's Confidential Information for its own benefit other than for the purposescontemplated by this Agreement, nor will it allow any third party to use such information.VII. Term, Termination, Default7.1 Term. This Agreement will become effective on the Effective Date, and will remain in effect for a periodof 5 years from the Effective Date ("Initial Term"). This Agreement will automatically renew for 5 yearperiods ("Renewal Term") unless terminated earlier in accordance with the provisions of this Agreement.7.2 Termination. Notwithstanding the above, the parties will have the following rights.A. Automatic Termination. This Agreement will automatically terminate if: (i) any Debit Networkprohibits ISO from providing, or prohibits UCS from allowing ISO to provide, the services set forthin this Agreement, or (ii) UCS’ contract with Sponsor Bank terminates.B. Termination For Cause. Any party may terminate this Agreement immediately upon theoccurrence of an Event of Default.7.3 Default. Each of the following occurrences will constitute an Event of Default under this Agreement:A. Nonpayment. Any party fails to pay the other when due any amount due under this Agreement andsuch failure continues for a period of 15 business days after written notice has been sent to the nonpayingparty.B. Financial Instability. Any party: (i) files for bankruptcy, receivership, insolvency, reorganization,

dissolution, liquidation or any similar proceeding, (ii) has such a proceeding instituted against it andsuch proceeding is not dismissed within 60 days, (iii) makes an assignment for the benefit of itscreditors or an offer of settlement, extension or composition to its creditors generally; or (iv) a trustee,conservator, receiver or similar fiduciary is appointed for that party or substantially all of that party'sassets.C. False Representation. Any representation or warranty made by a party or any of its employees,officers, or directors proves to have been false or misleading in any material respect as of the datemade, or becomes false or misleading at any time, including but not limited to materialmisrepresentation of information on Merchant applications.D. ISO Action. UCS’ reasonable, good faith determination that ISO's action or omission may result infinancial risk to UCS.7.4 Certain Post-Termination Rights.A. Other Rights. No termination of this Agreement will affect any right of: 1) UCS with regard to thecollection of Adjustments, fees owed, or ISO liabilities, or 2) ISO with regard to MerchantAgreements.B. Compensation. Upon termination of this Agreement for any reason, ISO will continue to receivecompensation from UCS, provided ISO has received compensation in the amount of at least $300 permonth for the most recent 3 consecutive months. If ISO solicits or encourages any Merchant toterminate the Merchant Agreement, all of ISO's rights to receive compensation under this Agreementwill cease.VIII. Names and Trademarks8.1 UCS Name. Neither party will use the other's name in any promotional or marketing materials, norwill it promote the other's programs in any way, without the other's consent. ISO acknowledges andagrees that the trademarks owned by UCS are registered trademarks of UCS and that it has no rightsto use such trademarks without UCS’ consent. All correspondence, materials and/or oral solicitationsdirected by ISO to customers, or produced by any third party, concerning UCS’ programs mustprominently identify UCS by its name and the city in which UCS is located.8.2 Debit Network Trademarks. ISO acknowledges that the Debit Networks are the sole owners of theirtrademarks. ISO will not contest the ownership of such marks, and the Debit Networks may at anytime and immediately without advance notice prohibit ISO from using its marks for any reason. ISOmay not use Debit Network trademarks on any material without UCS’ prior written consent. Allmaterial that uses Debit Network trademarks must clearly identify ISO as UCS’ agent orrepresentative. ISO will have no authority to permit use of the trademarks owned by the DebitNetworks, or UCS by any of its own agents. Solicitation material used by ISO must clearly disclosethat any Merchant Agreement will be between the Merchant, ISO and UCS.IX. Indemnification and Limitation of Liability9.1 Indemnification. ISO agrees to indemnify, defend and hold harmless UCS and the Debit Networksand their officers, directors, employees, agents, affiliates, and assigns from and against any and alllosses, costs, claims, damages, fines, penalties, expenses (including reasonable attorney's fees), orliabilities they may incur as a result of (a) any failure by ISO, or by any entity that ISO controls orcontracts with (including Merchants), to fulfill any of ISO's or Processor's duties under thisAgreement, under the contract with the Processor, or under the Rules; (b) any failure by a Merchant

to fulfill any of its duties under the Merchant Agreements or the Rules or any action of any Merchant;(c) any failure to comply with applicable laws, rules or regulations; (d) otherwise resulting fromUCS’ sponsorship of ISO; (e) any Merchant Loss; or (f) any action by any Merchant arising out ofUCS’ decision to terminate such Merchant. UCS, having only undertaken to act as a sponsor for ISOto the Debit Networks, shall not be liable for any acts or omissions on the part of ISO or any thirdparty (including Merchants) whether with respect to Transactions generated through Terminals orotherwise, and shall not be responsible for any losses or damages incurred by ISO or others inconnection with. the operation of Terminals.ISO further covenants and agrees to indemnify and hold harmless the Debit Networks, their parent oraffiliates, and their respective officers, directors, employees and permitted assigns, from and againstany and all direct or contingent liabilities, claims, damages, losses or expenses, including reasonableattorneys' fees, arising from any claim, demand or suit against the Debit Networks as a result of anymisrepresentation, breach of warranty or non-fulfillment of any covenant of this Agreement, to theextent said liabilities, claims, damages, losses and expenses are a result of the acts or omissions ofISO or Merchants, and to indemnify and hold harmless the Debit Networks as set forth in the Rules.9.2 Limitation of Liability. The liability, if any, of UCS under this Agreement for any claims, costs,damages, losses and expenses for which it is or may be legally liable, whether arising in negligence orother tort, contract, or otherwise, will not exceed in the aggregate the amount of any revenue receivedby UCS under this Agreement for the preceding 3 month period, measured from the date the liabilityaccrues. In no event will UCS or its agents, servants, representatives or employees be liable forindirect, special, or consequential damages, nor will they be responsible for any losses or claims byMerchants.X. General10.1 Assignability; Sale or Merger.A. Assignment. ISO may not assign its rights under this Agreement and any unauthorizedassignment will be null and void.B. Purchase. If ISO enters into a purchase or stock exchange agreement with a third partywhich would effectuate a sale or merger of ISO's business, UCS will have the right toterminate this Agreement immediately.10.2 Notice. All communications under this Agreement will be in writing and will be delivered in personor by mail courier, return receipt requested, addressed to the addresses set forth in the openingparagraph of this Agreement, to the attention of: if to ISO: Attn: President. If to UCS: Attn: President.The parties may, from time to time, designate different persons or addresses to which subsequentcommunications will be sent by sending a notice of such designations in accordance with this Section.10.3 Entire Understanding, Amendment. This Agreement, including the attached Exhibits which areincorporated by reference, sets forth the entire understanding of the parties relating to its subjectmatter, and all other understandings, written or oral, are superseded. Except as otherwise provided inthis Agreement, this Agreement may not be amended except in writing, executed by both parties.10.4 Severability. If any provision of this Agreement is illegal, the invalidity of such provision will notaffect any of the remaining provisions, and this Agreement will be construed as if the illegal provisionis not contained in the Agreement. This Agreement will be deemed modified to the extent necessaryto render enforceable its provisions, and to comply with the Rules.10.5 No Waiver of Rights. No failure or delay on the part of any party in exercising any right under thisAgreement will operate as a waiver of that right, nor will any single ( partial exercise of any right

preclude any further exercise of that right.10.6 Successors and Assigns. This Agreement will inure to the benefit of and will be binding upon theparties and their respective permitted successors and assigns. This Agreement will not be deemed tobe for the benefit of any third party.10.7 Applicable Law. The Agreement will be deemed to be a contract made under the laws of the State ofNew Jersey, and will be construed in accordance with the laws of New Jersey without regard toprinciples of conflicts of law.10.8 Independent Contractors. UCS and ISO will be deemed to be independent contractors and will notbe considered to be agent, servant, joint ventures or partner of the other.10.9 Construction. The headings used in this Agreement are inserted for convenience only and will notaffect the interpretation of any provision. All sections mentioned in the Agreement reference sectionnumbers of this Agreement. The language used will be deemed to be the language chosen by theparties to express their mutual intent, and no rule of strict construction will be applied against anyparty.10.10 Force Majeure. Neither party will be liable to the other for any failure or delay in it performance ofthis Agreement in accordance with its terms if such failure or delay arises out of causes beyond thecontrol and without the fault or negligence of such party.10.11 Survival. All agreements that by their context are intended to survive the termination of thisAgreement, including but not limited to Sections 2.3, 2.6, 4.2, Article VI, Section 7.4, Article VIII,and Article IX will survive termination of this Agreement.UCS A TM, IncBy:____________________Name: Alan V ForgioneTitle: PresidentISO__________________________(Name of ISO)By:________________________Name:_______________________Title:________________________

ISO Setup Information:Company Name:_______________________________________________Address:_____________________________________________________City:_______________________State:______________Zip:____________Contact Phone:_________________Contact Fax:_____________________Mobile Phone:__________________E-Mail:__________________________Website:______________________________________________________Legal Status: Sole Proprietor Partnership Corporation LLCFederal Tax ID#:____________________Total # of Reps:_______________Industry Reference:_____________________________________________Banking Information: (Attach Voided Check)Bank Name:___________________________________________________Contact Person:_______________________Phone#___________________Account#___________________________Routing#___________________Principal Information:Principal # 1 Name:___________________________Title:______________Address:_____________________________________________________City:____________________________State:___________Zip:__________Home Phone:___________________SS#:___________________________Percentage of Ownership___________________________________Principal # 2 Name:___________________________Title:_______________Address:______________________________________________________City:____________________________State:___________Zip:___________Home Phone:___________________ SS#:__________________________

Tel: 800-698-0026Fax: 270-812-0197www.unitedcashsolutions.comSCHEDULE AResidual Items Cost Agent RevenueWithdrawal InterchangeSee Table BelowNo Cost$.20 - $.30 per ATM Withdrawal(See Table Below)Monthly Service FeeSee Table Below$4.00-$6.00 100% Over(See Table Below)Surcharge Income No Cost 100% OverMonthly On-Line Merchant Reporting No Cost 100% OverMonthly Supply Program $9.50 FixedFree Placement Program $1.00 of Surcharge 100% OverUCS Vaulting Services $0.25 of Surcharge 100% OverUCS Armored Cash Delivery Fee(Not Applicable for UCS Placement Merchants)$125.00 per Delivery (Monthly) 100% OverNumber of ATM's Deployed 1 to 5 6 to 19 20 and upInterchange per Transaction (Paid to ISO)* $0.20 $0.25 $0.30Monthly Management / Support Fee 100% overCost to ISO$6.00 $5.00 $4.00*Interchange paid on leased, purchased or reprogrammed machines.Please see Hardware and Services Price Sheet for complete listing of ATM Hardware PricingRevised 4/2006

Tel: 800-698-0026Fax: 270-812-0197www.unitedcashsolutions.comSCHEDULE AAdditional Services and Billable ItemsCostAccessory Package – Basic (Stickers, LED Sign, Promotional Material) $199.00Accessory Package – Advanced (Topper, Neon Sign, ATM Topper,Promotional Material)$305.00Nationwide Shipping / Freight (Includes Lift-Gate Services) $319.00Tele-Conference Installation (UCS Technician on conference call with ISOInstaller)$200.00On-Site Installation In Person Installation by Contractor$300.00Bolting of ATM Machine (Must also order On-Site Installation)$150.00Neon Sign $125.00LED Sign $75.00ATM Topper (Triton or Tranax) $125.00Cancellation Fee for Merchant not Installed (Once UCS Vault Cash hasbeen Ordered)$125.00Relocation Administration Fee $60.00UCS ATM LeasingOnly Last Payment due at SigningISO Funding after 1 st ACH clearsA and B ScoreC Score60 Month Factor Rates 0.0265 0.030548 Month Factor Rates 0.0315 0.0325Note: 12,24 and 36 month lease options are availablePlease see Hardware and Services Price Sheet for complete listing of ATM Hardware PricingRevised 4/2006

Manufacturer Description Unit PriceTidel 3100 5.7" Mono Display MCDM Dispenser 800 Notes - Dial Lock 2,999.00Tidel 3100 5.7" Color Display MCDM Dispenser 800 Notes - Dial Lock 3,299.00Tidel 3400 10.4" Color LCD Display TCDM -Cassette 3,999.00Tidel Options Integrated ATM Sign - Light Kit 100.00Tidel Options High Topper - 15" Static Backlit High Topper 450.00Triton 9100 Mono Display - TDM100 - 550 Note Dispenser 3,195.00Triton 9100 Mono Display - TDM150 - 1300 Note Dispenser 3,350.00Triton 9100 w/Color Display Color Display - TDM100 - 550 Note Dispenser 3,595.00Triton 9100 w/Color Display Color Display - TDM150 - 1300 Note Dispenser 3,750.00Triton RL5000 10.4" Color LCD - TDM100 - 550 Note Disp. 4,500.00Triton RL5000 10.4" Color LCD - TDM150 - 1300 Note Disp. 4,695.00Triton RT2000 (Wall Unit) 5.7" Mono LCD - TDM100 - 550 Note Dispenser 5,600.00Triton RT2000 (Wall Unit) 5.7" Mono LCD - TDM150 - 1300 Note Dispenser 5,800.00Triton RT2000 (Wall Unit) 6.5" Color LCD - TDM100 - 550 Note Dispenser 5,800.00Triton RT2000 (Wall Unit) 6.5" Color LCD - TDM150 - 1300 Note Dispenser 6,000.00Tranax Mini Bank 1500 Mono Display - 1100 Note Dispenser - Dial 3,375.00Tranax Mini Bank 1500 Mono Display - 1100 Note Dispenser - E-Lock 3,500.00Tranax Mini Bank 1500 Mono Display - 2000 Note Cassette - Dial 4,000.00Tranax Mini Bank 1500 Mono Display - 2000 Note Cassette - E-Lock 4,145.00Tranax Mini Bank 1500 Color Display - 1100 Note Dispenser - Dial 3,645.00Tranax Mini Bank 1500 Color Display - 1100 Note Dispenser - E-Lock 3,805.00Basic Accessory Kit Stickers, LED Sign, Promotional Materials 199.00Advanced Accessory Kit Stickers, Hanging Neon Sign, Promotional Materials 305.00ATM Topper Triton or Tranax 125.00LED Sign LED Hanging Sign 75.00Hanging Neon Sign Neon Illuminated 125.00Mas Lock Mas Hamilton Lock Cencon 2000 600.00Relocation Fee Administrative Fee for Relocating ATM 60.00Nationwide Shipping Shipping, Freight and Lift-Gate Services 319.00Tele Installation Installation via phone with UCS Technician 200.00On-Site Installation In Person Installation by Contractor 300.00ATM Bolting Must be ordered with On-Site Installation 150.00ATM Paper Roll Thermal Receipt Paper 9.50Inventory List 4/12/2006

Manufacturer Description Unit PriceTidel 3100 5.7" Mono Display MCDM Dispenser 800 Notes - Dial Lock 2,999.00Tidel 3100 5.7" Color Display MCDM Dispenser 800 Notes - Dial Lock 3,299.00Tidel 3400 10.4" Color LCD Display TCDM -Cassette 3,999.00Tidel Options Integrated ATM Sign - Light Kit 100.00Tidel Options High Topper - 15" Static Backlit High Topper 450.00Triton 9100 Mono Display - TDM100 - 550 Note Dispenser 3,195.00Triton 9100 Mono Display - TDM150 - 1300 Note Dispenser 3,350.00Triton 9100 w/Color Display Color Display - TDM100 - 550 Note Dispenser 3,595.00Triton 9100 w/Color Display Color Display - TDM150 - 1300 Note Dispenser 3,750.00Triton RL5000 10.4" Color LCD - TDM100 - 550 Note Disp. 4,500.00Triton RL5000 10.4" Color LCD - TDM150 - 1300 Note Disp. 4,695.00Triton RT2000 (Wall Unit) 5.7" Mono LCD - TDM100 - 550 Note Dispenser 5,600.00Triton RT2000 (Wall Unit) 5.7" Mono LCD - TDM150 - 1300 Note Dispenser 5,800.00Triton RT2000 (Wall Unit) 6.5" Color LCD - TDM100 - 550 Note Dispenser 5,800.00Triton RT2000 (Wall Unit) 6.5" Color LCD - TDM150 - 1300 Note Dispenser 6,000.00Tranax Mini Bank 1500 Mono Display - 1100 Note Dispenser - Dial 3,375.00Tranax Mini Bank 1500 Mono Display - 1100 Note Dispenser - E-Lock 3,500.00Tranax Mini Bank 1500 Mono Display - 2000 Note Cassette - Dial 4,000.00Tranax Mini Bank 1500 Mono Display - 2000 Note Cassette - E-Lock 4,145.00Tranax Mini Bank 1500 Color Display - 1100 Note Dispenser - Dial 3,645.00Tranax Mini Bank 1500 Color Display - 1100 Note Dispenser - E-Lock 3,805.00Basic Accessory Kit Stickers, LED Sign, Promotional Materials 199.00Advanced Accessory Kit Stickers, Hanging Neon Sign, Promotional Materials 305.00ATM Topper Triton or Tranax 125.00LED Sign LED Hanging Sign 75.00Hanging Neon Sign Neon Illuminated 125.00Mas Lock Mas Hamilton Lock Cencon 2000 600.00Relocation Fee Administrative Fee for Relocating ATM 60.00Nationwide Shipping Shipping, Freight and Lift-Gate Services 319.00Tele Installation Installation via phone with UCS Technician 200.00On-Site Installation In Person Installation by Contractor 300.00ATM Bolting Must be ordered with On-Site Installation 150.00ATM Paper Roll Thermal Receipt Paper 9.50Inventory List 4/12/2006

Exhibit ADebit NetworksUnited Cash Solutions, Inc is sponsored by Palm Desert National Bank into all of their available Regional andNational ATM and POS Debit networks.

See Attached ATM Merchant AgreementExhibit BForm of Merchant Agreement