MERCHANT SERVICES AGREEMENT

WHEREAS, Blackstone is a supplier of: (a) comprehensive merchant services including, but not limited to, point of sale and transaction processing Equipment, credit card processing, check validation/authorization, and electronic benefit transfer processing (hereinafter "Merchant Services"); and (b) electronically delivered prepaid telecommunications products and other electronically delivered prepaid products ("PrePaid Products").

WHEREAS, Merchant desires to subscribe to Blackstone’s Merchant Services and be appointed as a non-exclusive retail reseller of Blackstone’s PrePaid Products.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and contract as follows:

A. MERCHANT SERVICES

1. Merchant Services. Blackstone directly, or through an affiliate, shall make available to Merchant during the Term of this Agreement, the following Merchant Services:

a. Equipment: Blackstone approved terminal and all Merchant selected accessories to be used for credit card processing, electronic benefit transfer and PrePaid Product sales and fulfillment. Subject to a separate lease agreement

between Merchant and Blackstone’s designated Lessor. In the event of any conflict between this Agreement and any separate lease agreement, the lease agreement shall control.

b. Web Based Reporting: Access to web site provided by Blackstone or an affiliated party.

c. Credit Card Processing: Provided through a Blackstone affiliated processor and subject to a separate agreement between the processor and the Merchant and a per transaction fee.

d. Electronic Benefit Transfer Processing: Provided through a Blackstone affiliated processor, if available in Merchant’s jurisdiction and subject to a separate agreement between the processor and the Merchant and a per transaction

fee.

e. ATM Services: Provided through a Blackstone affiliated processor and subject to a separate agreement between the processor and the Merchant and a per transaction fee.

f. Check Validation/Guaranty: Provided through a Blackstone affiliated processor and subject to a separate agreement between the processor and the Merchant and a per transaction fee.

g. Electronic Receipt Capture: Provided by Blackstone or an affiliated processor and subject to a separate agreement between the processor and the Merchant and a per transaction fee.

h. Equipment protection/replacement services.

2. Merchant Services Subscription. Merchant hereby subscribes to Blackstone’s Merchant services for the Term of this Agreement. During the Term Merchant shall pay to Blackstone or its designee a monthly Merchant Services Subscription Fee of $10.00 (Ten Dollars) per month by Automated Clearing House (ACH) debit to Merchant’s identified bank account or as invoiced or charged by Blackstone’s designee. Unless otherwise specified, the Term of this Agreement shall be for forty-eight (48) months. This Agreement shall be automatically extended for successive periods of thirty-six (36) months upon the same terms and conditions set forth in this Agreement unless this Agreement is terminated by either party as provided herein.

3. Equipment. Blackstone, shall make available to Merchant, at Merchant’s expense, the Equipment necessary to receive selected Merchant Services and PrePaid Products and to printout and deliver such PrePaid Products to the retail consumer. Merchant agrees to utilize the Equipment as required by the manufacturer’s instruction and use only approved and provided peripherals and accessories. All of the Equipment shall remain the property of Blackstone or the designated Equipment lessor at all times and Merchant shall be financially responsible for any loss or damage to the Equipment. Merchant shall not use the Equipment to sell or deliver any other products or services other than those purchased by Merchant from Blackstone or a Blackstone affiliated provider or processor. In connection with the operation of the Equipment, Merchant shall supply electricity, 24 hour per day, 7 days per week and telephone access to the Equipment at the Equipment Telephone Number. Merchant shall have the right to purchase the Equipment at the end of the Term for the Equipment Purchase Price set forth above or in a separate Lease or financing agreement with the designated lessor, as applicable.

4. Deposit if required, simultaneously with the execution of the Agreement, Merchant shall provide to Blackstone the Equipment Deposit set forth above. Blackstone shall hold this Equipment Deposit, without interest, during the term of this Agreement and any extensions or renewals thereof. Upon termination of this Agreement, payment by Merchant for all PrePaid Products and return by Merchant to Blackstone or its designee of all Equipment, Blackstone shall return Merchant’s deposit less any deductions for damage or loss to the Equipment.

5. At any time during the term of this Agreement, Blackstone may, upon 10 days advance notice to the Merchant, change the price of any Merchant Services or Prepaid Products supplied to the Merchant by Blackstone or any Blackstone affiliated entity. Such price change shall be effective upon the later of ten days after the date of the notice or the date specified in the notice.

B. PREPAID PRODUCTS

6. PrePaid Products. Blackstone shall supply to Merchant prepaid telecommunications and other prepaid products in an electronic format which shall be delivered to and/or stored in the Equipment. Upon sale by the Merchant to a retail consumer, the electronically delivered prepaid telecommunications or other prepaid products shall be downloaded from Blackstone’s PrePaid Products server and printed out on appropriate media for delivery to the retail customer and Merchant’s account shall be charged for such products. Merchant agrees to carry Blackstone’s full and complete product line up unless otherwise mutually agreed between Merchant and Blackstone. Likewise, Merchant agrees that it will not utilize the Equipment to carry, sell or deliver products other than those purchased from Blackstone without Blackstone’s prior written consent.

7. Appointment. Blackstone hereby appoints Merchant the non-exclusive right to act as Blackstone’s authorized reseller for its PrePaid Products. Merchant agrees to accept such appointment on the terms and conditions set forth in this Agreement. The term of this appointment shall run concurrently with Merchant’s subscription for Merchant Services.

8. PrePaid Product Card Stock. In addition to the Equipment, Blackstone or its authorized agent shall supply Merchant with Blackstone authorized blank card stock necessary to deliver the PrePaid Products to the retail end-user. Such card stock shall remain the property of Blackstone or its authorized agent until such time as a PrePaid Product is sold to a retail end user at which time the card shall become the property of the retail end user. Merchant shall store the card stock in a secure, cool and dry location where the temperature does not exceed 70 degrees Fahrenheit. Merchant agrees to use only the card stock provided by Blackstone or its authorized agent and no other blank card stock. It is the Merchant’s responsibility to maintain an adequate inventory of card stock to support the Merchant’s sales of PrePaid Product. In the event that Merchant orders excessive card stock, Blackstone, in its sole discretion, may charge Merchant for the excessive use of supplies. Merchant is responsible for purchasing all other terminal supplies such as thermal receipt paper, thermal head and the supplies not specifically related to PrePaid Products.

9. Provisioning. Blackstone and Merchant shall agree on a mix of PrePaid Products to be carried by Merchant as set forth on the PrePaid Product profile attached hereto as Exhibit "A." Blackstone shall, subject to credit parameters established by Blackstone, supply Merchant’s requirements for the PrePaid Products electronically, from time to time, at intervals to be determined by the Blackstone. Merchant shall pay to Blackstone the purchase price for all PrePaid Products delivered to Merchant by ACH debit from Merchant’s identified bank account initiated by Blackstone in its sole discretion based on volume of purchases, Merchant’s credit and all other salient circumstances. Blackstone may change the PrePaid Product mix at its sole discretion upon notification to Merchant.

10. Sales Taxes. Merchant shall collect and remit to the appropriate authority all sales or use tax imposed in the jurisdiction in which the Merchant is located on the retail sale of the PrePaid Products.

11. Point of Presence Material. Merchant shall display prominently and in accordance with Blackstone’s instructions and all applicable laws and regulations, all Point of Presence Material provided to Merchant by Blackstone in connection with PrePaid Products. Merchant understands that the Point of Presence Material contains certain legally required disclosures which must accompany the PrePaid Products.

C. TERMS AND CONDITIONS

12. Exclusivity: During the term of this Agreement and any renewals thereof and for a period at twelve (12) months following its termination, for whatever reason, Merchant shall exclusively utilize or offer for sale Blackstone products and services or Blackstone affiliated products and services, including but not limited to, point of sale and transaction processing equipment, credit card processing, check validation/authorization, electronic benefit transfer processing ("Merchant Services") electronically delivered prepaid telecommunications products and other electronically delivered pre-paid products ("Pre-Paid Products"). Merchant shall not utilize or offer for sale any Merchant Services or Pre-Paid Products which compete with those available from Blackstone or any Blackstone affiliated entity. Merchant agrees this provision may, at Blackstone’s election, be enforced by injunction.

13. Merchant Directives. Merchant agrees to abide by all Merchant directives, protocols and procedures as promulgated by Blackstone on the Blackstone Merchant Website from time to time. If there is an inconsistency or conflict between or among the publications made by Blackstone, Blackstone shall have the sole right to declare which shall control. Any change in Blackstone’s directives or policies and related publications by any additional publications shall be effective from its date or the date dated therein regardless whether such a change has come to the Merchant’s attention before or after the effective date.

14. ACH Authorization. Merchant hereby authorizes Blackstone to originate an ACH debit to Merchant’s account, as provided by Merchant to Blackstone for all obligations of Merchant to Blackstone under this Agreement. Merchant shall cooperate with Blackstone to establish and maintain this ACH payment mechanism. In the event Blackstone incurs any charges due to the failure of an ACH debit to properly process or in the event that Merchant does not have sufficient funds in its account to permit the ACH debit to go through, Merchant shall immediately, upon demand, reimburse Blackstone for all such charges and expenses incurred together with a $35.00 administrative fee. Notwithstanding the foregoing, the failure of an ACH debit to properly post to Merchant’s account shall entitle Blackstone to immediately suspend service or terminate this Agreement.

15. Security Interest. Merchant grants to Blackstone a security interest in all Merchant’s accounts receivable, including specifically any amounts due Merchant from any Blackstone affiliated processor or service provider. Upon default hereunder, Merchant authorizes Blackstone to demand and receive direct payment of all sums due Merchant from such processors or service providers. Merchant agrees to execute any and all documents necessary to perfect or enforce this security interest.

16. Default. Upon the occurrence of an event of monetary default, the party not in default shall have the right to terminate this Agreement immediately upon written notice to the other party. Upon the occurrence of an event of non monetary default, the party not in default shall have the right to terminate this Agreement upon written notice to the other party and the failure of the other party to cure such default within thirty (30) days of receiving such written notice. As used herein, the term "event of default" shall mean (a) the failure to pay any sums owing to the other party when due; (b) breach or default under any separate lease or financing agreement with any Blackstone affiliated lessor or other financing entity in connection with the Equipment or Merchant Services provided hereunder. (c) failure by a party to observe or perform, in any material respect, any of the covenants or agreements contained in this Agreement; or (d) a party’s insolvency, assignment for the benefit of creditors, appointment or sufferance of appointment of a trustee, a receiver or similar officer, or commencement of a proceeding seeking reorganization, rehabilitation, liquidation or similar relief under the bankruptcy, insolvency or similar debtor-relief statutes.

17. Termination. Blackstone may terminate this Agreement immediately or suspend performance hereunder upon the occurrence of an event of default or in the event any ACH debit "bounces" or in the event Blackstone determines it is necessary in order to protect Blackstone’s business or good name. Upon termination, Merchant shall return to Blackstone all Equipment and supplies, return all Point of Presence Materials, and pay all sums due under this Agreement. Upon compliance by Merchant with its termination obligations hereunder, Blackstone shall return to Merchant its security deposit less any deductions therefrom or loss or damaged Equipment or payments due

18. Compliance. Merchant shall comply with all applicable and governing local, state or federal laws, rules and regulations governing the sale of the PrePaid Products or use of the Merchant Services.

19. Limited Warranty. In addition to the Extended Warranty on the Equipment, if elected, Blackstone shall provide to Merchant such warranties as are provided to Blackstone by the service provider of the PrePaid Products or Merchant Services purchased by Merchant hereunder. The manufacturer’s or service provider’s warranties passed on to Merchant hereunder shall be the exclusive warranties provided to Merchant hereunder. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE; AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

20. Limit On Liability. Merchant’s sole and exclusive remedy relating to purchases under this Agreement shall be the remedy afforded by the service provider to Merchant and/or Merchant’s customers. In no event shall Blackstone be liable under this Agreement for lost profits, revenues, or other incidental, special, or consequential damages. In no event shall damages awarded against Blackstone exceed the purchase price paid for the PrePaid Products or Merchant Services out of which any claim may arise.

21. Notice. Whenever in this Agreement notice is required or desired to be given, it shall be given in writing and personally delivered or mailed by U.S. Mail, Certified or Registered, Return Receipt Requested. If such notice is given by Certified Mail, Return Receipt Requested, then notice shall be deemed to be given on the day mailed and shall be deemed received and effective on the third (3rd) day after the date of the postmark of the mailed notice or the date posted and marked upon the receipt at the time such notice is presented to a facility of the Unites States Postal Service for depositing and mailing. Alternatively, if such notice, in writing is physically delivered to the person to whom notice is intended to be given, then notice is deemed to be given, effective and received at such time the notice is physically handed to such person. Delivery of notice in person may be given by anyone competent to certify to such action.

22. Assignment. Merchant shall not assign this agreement without Blackstone’s express written consent that may be given or withheld in Blackstone’s sole and absolute discretion. Any purported assignment in violation of this provision shall be void and shall be deemed an early termination of this Agreement. This Agreement shall be freely assignable by Blackstone and Merchant agrees to bound unto the assignee provided it assumes Blackstone’s obligations hereunder.

23. Entire Agreement. This Agreement supersedes all other agreements between the parties pertaining to the contemplated transaction and constitutes the entire agreement of the parties regarding such matters and there are no other oral or written statements and promises upon which any party hereto is relying, other than what is set forth herein in writing or referred to herein.

24. Modification or Amendment. This Agreement may only be modified or amended if done so in writing and signed by all parties hereto. In the event one of the parties hereto does not execute a proposed amendment or modification it shall be not be binding upon him.

25. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles of choice of law, conflict of laws or comity. Any suit, action or other legal proceeding arising out of this Agreement shall be brought in the courts of the State of Florida. The parties to this Agreement hereby consent to the jurisdiction of such court in any such suit, action or proceeding, and waives any objection which any party may have to the laying of the venue of any such suit, action or proceeding in Miami-Dade County, Florida. Except that, in the event that any suit, or legal proceeding arising out of the Agreement is based on a claim over which exclusive jurisdiction is vested in the Courts of the United States such suit, action or legal proceeding shall be brought in the Courts of the United States for the State of Florida and venue shall lay only in the United States District Court for the Southern District of Florida.

26. Non-Waiver. The failure of either party to this Agreement to object to or to take any affirmative action with respect to any conduct of the other which is in violation, breach, or default of the terms hereof, shall not be construed as a waiver thereof, nor of any future breach or subsequent violation, breach or default.

27. Attorneys Fees. In the event that any suit is filed because of a dispute or disagreement under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and disbursements incurred in such suit or action from the other party.

28. Captions. The titles, captions or headings utilized in this Agreement are added as a matter of convenience only, and shall not be considered a material part hereof, and shall in no way effect the construction of any provision hereof.

29. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document for all purposes.

30. Jointly Drafted. This Agreement shall be deemed for all purposes to have been jointly drafted by the parties hereto. In the event of any dispute hereunder no party shall be entitled to have any provision hereof construed more strictly against any other party hereto.

31. Severability. In the event any clause or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby; and it is also the intention of the parties hereto that in lieu of each clause or provision of this Agreement that is held to be illegal, invalid or unenforceable, there shall be added as a part of this Agreement a legal, valid and enforceable clause or provision as similar in terms of such illegal, invalid or unenforceable clause or provision as may be possible.

32. Power of Attorney. During the Term, Merchant does hereby make constitute and appoint Blackstone POS, Inc. its true and lawful attorney for Merchant and in Merchant’s name, place and stead to contract with any Blackstone affiliated Merchant Service provider for the enhancement, replacement or substitution of any Merchant Services being provided to Merchant hereunder giving and granting unto Merchant’s said attorney Merchant’s full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done as Merchant might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that Merchants said attorney or it substitute shall lawfully do or cause to be done by virtue hereof.