CREDIT CARD TRANSACTION PROCESSING
AND SETTLEMENT SERVICES AGREEMENT
This "Agreement" is entered into by and between:
1. ASIA PAYMENTS, INC. ("API" or "Company") a United States corporation incorporated in the State of
Delaware with its' principal office located at: 704 N. King Street, Suite 500, Wilmington, Delaware, U.S.A., and
2. E-CHARGE USA ("e-Charge" or "Company"), a United States corporation with its' principle office located
at: 444 Niu Street, Honolulu, HI, U.S.A.
API and Customer are referred to individually as the "party" or collectively as the "parties."
The "Effective Date" of this Agreement is ____________________________, 2004.
A. API is in the business of developing computer system and software applications that enable acceptance,
processing, clearing, and settlement of credit card payment transactions (the "Payment Processing System"). API
provides Payment Processing Systems to merchants and financial institutions throughout Asia.
B. API is a wholly owned subsidiary of Asia Payment Systems, Inc., (a public company in good standing with
and reporting to the Securities Exchange Commission in New York, New York under the NASDAQ OTC
Bulletin Board market trading symbol "APYM").
C. Customer is a merchant whose business is in good standing.
D. Customer desires to enter into an agreement with API for API to provide Payment Processing Services to
Customer. This Agreement sets out the terms and conditions of the agreements of the parties.
In consideration of the mutual covenants and conditions contained in the Agreement, the Parties agree as follows:
Credit Card Transaction Processing and Settlement Services Agreement Page 1
SECTION 1: DEFINITIONS
"Acquiring Bank" means Chase Merchant Services acquiring account # 451222652997.
"API Hub" means a physical location established by API in Honolulu, Hawaii, U.S.A. that will comprise
premises, equipment, software and other necessary elements for the sole purpose of performing Customer