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MERCHANT AGREEMENT

The parties to this Agreement are:

corporation, whose address is, and incorporation number is: (“MasterPay”); and

corporation, whose address is and incorporation number is: (“Merchant”).

Whereas: MasterPay is a provider of technological solutions for advanced payment gateway,

including but not limited to provision of payment solution technologies of execution of Transactions
(as defined below), serving both domestic and international customers; and

Whereas: Merchant is operating in the field of forex trading, and as such conducts certain
monetary transactions from time to time, via certain services and products as offered by MasterPay
and similar to the MasterPay Services (“Transactions”); and

Whereas: the parties wish that MasterPay shall serve as an aggregator with respect to
Merchant’s Transactions, and in such capacity provide the Merchant with payment solution
technologies of execution of Transactions, including but not limited to receipt and/or transfer of
funds on behalf of Merchant from third parties, and access to a payment platform interface for
processing credit card payments for credit cards (the “MasterPay Services”).

In consideration of the mutual promises and covenants contained in this Merchant Agreement
(“Agreement”), the parties agree as follows:

1. MasterPay shall provide the Merchant, for a fee, with the MasterPay Services with respect
to Transactions made by the Merchant, as detailed herein in Schedule A, as may be
amended from time to time by MasterPay, during the term of this Agreement.

2. The obligations of Merchant to third parties and those of third parties to the Merchant with
regards to the Transactions or otherwise, are not included in the subject matter of this
Agreement and do not impose any kind of obligations on MasterPay.

3. Compliance with association rules. Merchant agrees:

a. to comply with all the laws and regulations applicable to its activities and to diligently
take all necessary measures to assure that all Transactions comply with such laws
and regulations;
b. to comply with all of the bylaws, rules, regulations, policy statements and guidelines
of the credit card companies, such as Visa, Mastercard, etc.

4. Term: This Agreement shall become effective when signed by both parties and, unless
sooner terminated, shall remain in effect for a term of one (1) year. This Agreement shall
renew automatically for a successive terms of one (1) year each, unless any party provides
written notice of termination to the other parties at least 30 days prior to the end of the then-
current term. All existing obligations, warranties, indemnities and agreements with respect
to Transactions entered into before such termination shall remain in full force and effect,
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and Merchant shall remain liable for all obligations to cardholders and MasterPay incurred
while this Agreement was in effect.

5. MasterPay will be entitled to establish a Merchant rolling reserve, for all future indebtedness
of Merchant to MasterPay that may arise out of or relate to the obligations of Merchant
under this Agreement, including, but not limited to, chargebacks and fees, in such amount
as MasterPay from time to time may determine in its sole discretion. MasterPay will fund
the Merchant rolling reserve by deduction from payments due to Merchant. The Merchant
rolling reserve will be maintained for a minimum of 6 months after the date on which this
Agreement terminates or until such time as MasterPay determines that the release of the
funds to Merchant is prudent, in the best interest of MasterPay, and commercially
reasonable, and that Merchant’s account with MasterPay is fully resolved. Upon expiration
of this 6-month period (or longer, as the case may be), any balance remaining in the
Merchant rolling reserve will be paid to Merchant. MasterPay will inform Merchant in writing
of any charges debited to the Merchant rolling reserve during this period. The calculation of
the Merchant rolling reserve shall be as described in Annex C.

6. Merchant shall pay MasterPay the fees specified in Annex B, as amended by MasterPay
from time to time (the “Fees”).

7. Merchant agrees that MasterPay may deduct the Fees on a daily basis. Merchant also
agrees to pay MasterPay the amount of any fees, charges, fines or penalties assessed
against MasterPay by any credit card company and/or other third parties for violation of by-
laws, rules, regulations, guidelines, policy, statements or threshold requirements of such
parties. Merchant shall pay MasterPay for any other services provided to Merchant by
MasterPay, if applicable.

8. All amounts Merchant owes MasterPay may be charged to the Merchant rolling reserve,
recouped by adjustment to any credits due to Merchant, or set off against any account or
property MasterPay holds for, or on behalf of, Merchant, all in MasterPay’s sole discretion.

9. Merchant shall submit the following information to MasterPay in connection with

Transaction processing:
a. The DBA ("Doing Business As") name of Merchant, name of Merchant and
Merchant’s address;
b. Merchant’s customer service telephone number if the Transaction is a mail, telephone
or Internet Transaction;
c. Merchant’s Internet address and e-commerce indicator;
d. The Merchant Number assigned to Merchant by MasterPay;
e. The credit card account number, validation date and/or expiration date of the card, if
one appears on the card;
f. The address and telephone number of cardholder and Visa CVV2 or MasterCard
CVC2 number if the Transaction is a mail, telephone or Internet Transaction;
g. The name, address and telephone number of the cardholder; and
h. Any additional information as may from time to time be required by MasterPay.

10. Merchant shall obtain authorization of Transactions as follows:

All Transactions are at Merchant’s risk. Merchant warrants to MasterPay that the
person whose name is submitted to MasterPay as the credit card holder actually
made the purchase. Upon breach of this warranty, MasterPay may charge back the
Transaction to Merchant. If MasterPay charges back the Transaction to Merchant: (i)
Merchant shall pay MasterPay the amount of the Transaction, any chargeback fee as
determined in Annex B, plus any fine levied by the relevant credit card company; and
(ii) MasterPay may charge all such amounts to the Merchant’s account or Merchant
reserve account without prior notice to Merchant.
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11. Merchant shall not do any of the following with respect to any Transaction:

a. Transmit or accept for payment any Transaction that was not originated directly
between Merchant and a credit card holder for the sale or lease of goods or the
performance of services of the type indicated in Merchant’s application for card
processing services initially submitted to and approved by MasterPay;

b. Honor or accept a card as payment for any legal services or expenses arising out of
or related to: (i) the defense of any crime; (ii) any matter where services or expenses
are furnished to a person whose name is not on the card; or (iii) any bankruptcy,
insolvency, compromise, composition or other process affecting the cardholder’s
creditors;

c. Accept a card for sales by third parties; or

d. Honor a card in any Transaction which is suspected to be illegal or unlawful.

12. Reconciliation of Transactions:

a. Reconciliation of Transactions: Merchant shall reconcile each settled Transaction within

fifteen (15) days after the date on which such Transaction is submitted to MasterPay
for payment, and shall notify MasterPay immediately of any discrepancies or errors
that Merchant notes as a result of such reconciliation. MasterPay shall not have any
responsibility or liability for Transaction-related errors or omissions that are brought to
their attention more than thirty (30) days after the date of the Transaction.

b. Provisional Credit: Any credits to the Merchant’s account are provisional only and
subject to revocation by MasterPay until such time that the Transaction is final and no
longer subject to chargeback. MasterPay may withhold payment for a Transaction to
the Merchant, for any reason, for a period of time not to exceed seven Business Days
from the processing date of a Transaction.

13. Merchant Statement. At least once per month, MasterPay shall provide Merchant with a
Merchant statement. All information appearing on the Merchant statement shall be deemed
accurate and affirmed by Merchant unless Merchant objects by written notice specifying the
particular item in dispute within 7 days of the date of the Merchant statement.

14. Customer Complaints. Merchant shall respond promptly to inquiries from cardholders and
shall resolve any disputes amicably. If unresolved disputes occur with a frequency
unacceptable to MasterPay, MasterPay may terminate this Agreement. MasterPay reserves
the right to charge Merchant reasonable fees and reimbursement on account of excessive
cardholder inquiries, refunds or chargebacks. Merchant agrees to maintain the following
information in writing with respect to each claim or defense asserted by a cardholder for
which Merchant has received notice:
a. The cardholder’s name;
b. The card account number;
c. The date and time the cardholder asserted the claim or defense;
d. The nature of the claim or defense; and
e. The action that Merchant took in an attempt to resolve the dispute.

Upon request, Merchant shall furnish MasterPay with this information in writing within 10
days.

15. Merchant shall treat all information received in connection with this Agreement as
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confidential. Merchant shall prevent the disclosure of this information except if required so
by this Agreement or by law, and not before MasterPay is notified of the disclosure.

16. Compliance with Applicable Law. Merchant represents and warrants that it has obtained all
necessary regulatory approvals, certificates and licenses to sell any product or provide any
service it intends to offer. Merchant shall comply with all present and future federal, state
and local laws and regulations.

17. Taxes. Each party hereto shall report its income and pay its own taxes to any applicable
jurisdiction. If MasterPay is required to pay any taxes, interests, fines or penalties owed by
Merchant, said amount shall become immediately due and payable by Merchant to
MasterPay. If excise, sale or use taxes are imposed on the Transactions, Merchant shall be
responsible for the collection and payment thereof. MasterPay shall be entitled to recover
any of said taxes paid by it on behalf of Merchant from Merchant immediately after
payment.

18. Limitation of Liability. In addition to all other limitations on the liability of MasterPay
contained in this Agreement, MasterPay shall not be liable to Merchant or Merchant’s
customers or any other person for any of the following:
a. Any loss or liability resulting from the denial of credit to any person or Merchant’s
retention of any card or any attempt to do so;
b. Any loss caused by a Transaction downgrade resulting from defective or faulty
software regardless if owned by MasterPay or Merchant;
c. Any loss caused by default of the acquirer Banks used by MasterPay
d. The unavailability of Services caused by the termination of contracts with computer
hardware vendors, processors or installers, whether terminated by MasterPay, or any
other person for any reason; or
e. Interruption or termination of any Services caused by any.

MASTERPAY SHALL NOT BE LIABLE FOR ANY LOST PROFITS, PUNITIVE, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES TO MERCHANT OR TO ANY THIRD PARTY
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
SERVICES TO BE PERFORMED BY MASTERPAY PURSUANT TO THIS AGREEMENT.
MERCHANT ACKNOWLEDGES THAT MASTERPAY MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES IT
PROVIDES HEREUNDER. SHOULD THERE BE ERRORS, OMISSIONS,
INTERRUPTIONS OR DELAYS RESULTING FROM MASTERPAY’S PERFORMANCE
OR FAILURE TO PERFORM OF ANY KIND. MASTERPAY’S LIABILITY SHALL BE
LIMITED TO CORRECTING SUCH ERRORS IF COMMERCIALLY REASONABLE OR
SUPPLYING SUCH OMISSIONS IN THE WORK PRODUCT IN WHICH THEY HAVE
OCCURRED.

19. Limitation on Damages. In no case shall Merchant be entitled to recover damages from
MasterPay that exceed the fees retained by MasterPay pursuant to this Agreement during
the one month period immediately prior to the event giving rise to the claim for damages.

20. Indemnification. Merchant agrees to indemnify and hold MasterPay harmless from any and
all losses, claims, damages, liabilities and expenses, including attorneys’ fees and costs
arising out of any of the following:
a. Merchant’s failure to comply with this Agreement;
b. Any act or omission of Merchant;
c. Merchant’s failure to comply with any bylaw, rule, regulation, guideline or policy;
d. Merchant’s failure to comply with any applicable law, rule or regulation;
e. Fees and fines levied against MasterPay as the result of Merchant’s actions or
omissions.
f. Any dispute concerning the quality, condition or delivery of any merchandise or the
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quality of performance of any service;

g. The fraud or dishonesty of Merchant or Merchant’s employees, licensees,
successors, agents and/or assigns; or
h. Merchant’s selection of an Internet service provider or other telecommunication
services provider;

21. Credit Investigation and MasterPay Auditing. MasterPay may audit, from time to time,
Merchant’s compliance with the terms of this Agreement. Merchant shall provide all
information requested by MasterPay to complete MasterPay’s audit. Merchant authorizes
parties contacted by MasterPay to release the credit information requested by MasterPay,
and Merchant agrees to provide a separate authorization for release of credit information, if
requested. Merchant shall deliver to MasterPay such information as MasterPay may
reasonably request from time to time, including without limitation, financial statements and
information pertaining to Merchant’s financial condition. Such information shall be true,
complete and accurate.

22. Termination of Agreement by MasterPay. MasterPay may terminate this Agreement upon
30 days’ prior written notice to Merchant. In addition, MasterPay may terminate this
Agreement without notice to Merchant under any of the below listed circumstances. Any
such notice of termination by MasterPay is effective upon mailing.
a. Any information concerning Merchant obtained by MasterPay is unsatisfactory to
MasterPay in its sole discretion;
b. Any act of fraud or dishonesty is committed by Merchant, its employees and/or
agents, or MasterPay believes in good faith that Merchant, its employees and/or
agents have committed, are committing or are planning to commit any acts of fraud or
misrepresentation;
c. Chargebacks are excessive in the opinion of MasterPay;
d. Breach of this Agreement by Merchant;
e. Any representation or warranty made by Merchant in this Agreement is not true and
correct;
f. Merchant files a petition under any bankruptcy or insolvency law;
g. Merchant fails to maintain sufficient funds in the Merchant Account to cover the
amounts due to MasterPay hereunder;
h. Merchant’s percentage of error Transactions or retrieval requests is excessive in the
opinion of MasterPay;
i. Merchant fails to provide financial statements; or
j. MasterPay determines that it is not feasible to provide to Merchant the Services
contemplated by this Agreement.

MasterPay may selectively terminate one or more of Merchant’s approved locations without
terminating this entire Agreement. In the event of termination, all obligations of Merchant
incurred or existing under this Agreement prior to termination shall survive the termination.
Merchant’s obligations with respect to any Transaction shall be deemed incurred and
existing on the transaction date of such Transaction.

23. Termination of Agreement by Merchant. Merchant may terminate this Agreement upon at
least 30 days prior written notice to MasterPay if MasterPay amends Annex B and
increases the Fees, except for changes originating from a credit card company.

24. In their dealings with one another, each party agrees to act reasonably and in good faith
and to fully cooperate with each other in order to facilitate and accomplish the transactions
contemplated hereby.

25. This Agreement, together with the Annexes attached hereto, supersedes any other
agreement, whether written or oral, that may have been made or entered into by any party
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(or by any officer or officers of any party) relating to the matters covered herein and
constitutes the entire agreement of the parties hereto.

26. Notices. Notices, requests, demands or other instruments which may or are required to be
given by any party hereunder shall be in writing and each shall be deemed to have been
properly given when (i) served personally on an officer of the party to whom such notice is
to be given, (ii) upon expiration of a period of three (3) Business Days from and after the
date of mailing thereof when mailed postage prepaid by registered or certified mail,
requesting return receipt, or (iii) upon delivery by a nationally recognized overnight delivery
service, addressed as follows:

Any party may change the address to which subsequent notices are to be sent by notice to the
others given as aforesaid.

27. This Agreement shall be governed and construed in accordance with the laws of Cyprus,
without regard to internal principles of conflict of laws.

28. Force Majeure. The parties shall be excused from performing any of their respective
obligations under this Agreement which are prevented or delayed by any occurrence not
within their respective control including but not limited to strikes or other labor matters,
destruction of or damage to any building, natural disasters, accidents, riots or any
regulation, rule, law, ordinance or order of any federal, state or local government authority.

By signing below, the parties agree to the terms of this Agreement. If Merchant is a corporation, its
proper corporate officers sign. This Agreement may be signed in one or more counterparts and all
signed agreements shall be considered as one.

Agreed to and accepted on

MasterPay Merchant

By: By:

Title: Director Title: Director

Signature: _____________________ Signature: ______________________

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ANNEX A

Services available to Merchant

As of the date of this Agreement, Merchant has requested and MasterPay has approved
Merchant's use of the following services:

1.1. Authorization services for Visa, Master Card

1.2. Card Transaction processing services for Visa, Master Card

1.3. Account management

1.4. Payment gateway and risk management services

1.5. Fraud Monitoring

1.6. Any and all supporting ancillary services to the above

MasterPay Merchant

By: By:
Title: Director Title: Director

Signature: _____________________ Signature: _____________________

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ANNEX B

Fees, rolling reserve, amount, limits

1. MasterPay commission (transaction processing) fee for the Tier 1 countries: 10%
MasterPay commission (transaction processing) fee for the Tier 2 countries: 13%

2. MasterPay commission authorization fee (per transaction): 0.55 USD

3. Chargeback fee:
Less than 0.75% of processing volume and/or less than 50 chargebacks: 75.00 USD
More than 0.75% of processing volume and/or more than 50 chargebacks: 150.00 USD

4. Disputed transactions Retrieval Request fee: 5.00 USD

5. Refund fee: 15.00 USD

6. Decline fee: 0.55 USD

7. One-time fee for Service activation: 3000.00 USD

8. Monthly processing fee: 500.00 USD

9. Rolling reserve: 10.00 % (monthly volume) for the 180 days (no interest should be paid)

10. Settlement period (depending on a merchant’s monthly turnover):

Monthly merchant’s turnover Settlement period

less than 200 000 USD Monthly*
200 000 – 500 000 USD 14 days**
more than 500 000 USD Weekly***
* every 10th day of the next month
** every 10th and 25th day of the month
*** every Wednesday

11. Minimum funding delay: 14 days

12. Limits:

The maximum single transaction 5 000 USD

Maximum daily turnover per card 20 000 USD
Maximum daily turnover for the Merchant 800 000 USD
Maximum monthly turnover for the Merchant 10 000 000 USD

13. Settlement transfer: 1.35% (minimum 200 USD)

MasterPay Merchant

By: By:
Title: Director
Title: Director

Signature: _____________________ Signature: _____________________

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ANNEX C

Rolling reserve

1. Without prejudice to the reserve, the personal guarantee and other guarantees or security,
mentioned in the Agreement, MasterPay may require the Merchant to hold a rolling reserve.
This sum shall take the form of a percentage of the Merchant’s monthly turnover.

2. MasterPay reserves the right to use the rolling reserve, even if the Merchant declares
bankruptcy or insolvency and to retain the rolling reserve for a period of six (6) months after the
termination of the Agreement.

3. In addition and without prejudice to the rolling reserve, MasterPay may retain all or part of the
transaction amounts generated by a Merchant over and above any monthly and/or annual
transaction capping and/or any maximum transaction capping as provided in Annex B of this
Agreement or as notified to the Merchant from time to time.

4. The amount of the rolling reserve is determined in Annex B of this Agreement and MasterPay
reserves the right to review the amount of the rolling reserve from time to time.

MasterPay Merchant

By: By:

Title: Director Title: Director

Signature: _____________________ Signature: _____________________

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ANNEX D

Banking requisites of the Merchant

Bank name

Bank address

Bank SWIFT

Beneficiary name

Beneficiary address

Beneficiary account

IBAN

MasterPay Merchant

By: By:

Title: Director Title: Director

Signature: _____________________ Signature: _____________________