This Services Agreement (the "Agreement") is made as of August 28, 2004 (the "Effective Date") by and
between Asia Payment Systems, Inc., a Nevada corporation, having a principal place of business at 800 5th.
Avenue #4100 Seattle, WA 98104 USA ("API") on the one hand, and GP Network Corporation, a Tokyo
corporation having a principal place of business at Shibuya Nomura Building, 11F, 10-8 Dogenzaka 1-chome,
Shibuya-ku, Tokyo 150-0043, Japan ("GPN"), on the other hand (each a "party" and collectively the "parties"),
ARTICLE 1 PURPOSE.
The purpose of the Agreement is to realize the transmission of card transaction data for both authorization and
settlement between API and GPN set forth in the Statement of Work attached hereto as Exhibit "A" ("Services").
ARTICLE 2 RESPONSIBILITY
Both Parties shall cooperate on a timely basis and perform activities to fulfill its obligations and responsibilities
under this Agreement. In addition, each party shall be responsible for the following:
2.1. API's responsibility
a. Transmission of credit transaction data (authorization and settlement) generated at the merchants utilizing POS
system developed by API to the network operated by GPN for data transmission between merchants and card
b. Maintenance and update of POS system on behalf of merchants under contract
c. Others related services deemed necessary.
2.2 GPN's responsibility
a. Transmission of card transaction data (authorization and settlement) received from API to card
issuers/acquirers pursuant to the Agreement between GPN and card issuers/acquirers.
b. Others related services deemed necessary.
ARTICLE 3 SYSTEM MODIFICATION AND CHANGE PROCEDURES.
Both parties may modify the system, at any time during the term of this Agreement, which may affect to other
party's system, provided that the parties comply with the following procedures:
a. The party intending to modify the system ("intending party") shall submit other party ("aff