PARTNER PROGRAM LOYALTY SERVICES AGREEMENT


THIS AGREEMENT ("Agreement") is made as of __________ 199_ by and between VISA
INTERNATIONAL SERVICE ASSOCIATION ("Visa"), with its principal place of business
at 900 Metro Center Boulevard, Foster City, California 94404 (mailing address
P.O. Box 8999, San Francisco, CA 94128-8999), and Chip Application Technologies
Limited (C.A.T), at Level 5 Cabcharge House 152-162 Riley Street East, Sydney
NSW 2010, Australia.

WHEREAS, Visa is developing a program to facilitate the implementation of
chip-based Visa products (the "Program") for Visa's Participating Members from
time to time during the Term of this Agreement;

WHEREAS, as part of the Program, Visa desires to identify organizations, such as
C.A.T. that can develop custom applications to support loyalty programs on
Visa's chip-based cards, as such applications may be requested by Visa's
Participating Members from time to time during the Term of this Agreement;

WHEREAS, C.A.T desires to be one of several suppliers that offer Visa approved
loyalty program application development services to Visa Members under the
Program;

WHEREAS, by entering into this Agreement, C.A.T receives valuable consideration
by increasing its exposure and sales potential among Visa Members, and Visa
receives valuable consideration by increasing its Members' ability to implement
Visa's chip-based products.

NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto hereby agree as follows:


1.      DEFINITIONS: The terms and definitions set forth below shall be used for
        purposes of this Agreement:

a)      "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
        6.

b)      "CALENDAR OF EVENTS" means a calendar of events produced by Visa each
        month describing upcoming Program events, including events in which
        C.A.T. may be requested or required to participate as described in this
        Agreement.

c)      "PARTICIPATING MEMBER" means any member of Visa participating in the
        Program.

d)      "PROGRAM" shall have the meaning set forth in the first recital of this
        Agreement.

e)      "SERVICES" shall mean software development and other services performed
        by C.A.T. for a Participating Member under the Program to develop such
        chip loyalty program applications may be desired by such Participating
        Members.

f)      "TERM" shall have the meaning set forth in Section 5.

g)      "VISA APPROVAL" means written confirmation by Visa that a product or
        service meet the standards required by Visa to participate in the
        Program, as such standards may be amended from time to time by Visa,
        including, without limitation: (i) the functional and security standards
        imposed by Visa from time to time, and (ii) the specifications
        associated with such products or services.


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2.      C.A.T. PARTICIPATION.

(a)     Participation. During the Term of this Agreement, C.A.T. shall make
        Services available to Participating Members upon such terms and
        conditions as may be agreed upon between C.A.T. and such Participating
        Members.

(b)     Marketing. C.A.T. shall participate with Visa in marketing the Program,
        including, but not limited to, the following:

        i)      SALES TEAMS.
                C.A.T. shall participate in so-called "sales teams" as agreed to
                by the parties, by which a representative of each component of
                the Program (including, for example, representatives from a
                terminal vendor, a chip card vendor, and a system integrator)
                meet with a Visa member to educate the member about and promote
                the Program.

        ii)     C.A.T. SALES SUPPORT.
                C.A.T. may present the Visa Program in at least two (2) global
                and/or regional C.A.T. financial services sales conferences per
                year and give Visa the option (without obligation) to have Visa
                representatives participate in such conferences. At the request
                of C.A.T., Visa may make a representative available for these
                sales conferences.

        iii)    VISA VENDOR MEETINGS.
                Upon agreement of the parties, C.A.T. may send appropriate
                representatives to vendor meetings, arranged by Visa in the
                normal course of Visa's business, during the Term of this
                Agreement, which meetings shall be held at Visa's headquarters
                in or near Foster City, California.

        iv)     C.A.T. TRAIN THE TRAINER.
                When necessary, C.A.T. will conduct training sessions for C.A.T.
                staff involved in services engagements with Participating
                Members related to the Program.

        (v)     C.A.T. ARTICLES AND SPEECHES.
                Visa shall have the right to approve the text of all
                vendor-sponsored articles and speeches to the extent they
                address Visa chip products or the Program. Visa shall provide
                C.A.T. with pre-written text which C.A.T. may use as appropriate
                without further approval from Visa.

        (vi)    VISA COLLATERAL MATERIALS.
                C.A.T. shall refer the Program and Visa and use the Visa
                trademark in collateral materials C.A.T. distributes pertaining
                specifically to Visa chip products and Visa services; provided,
                however, that Visa shall first review and approve all such
                trademark usage by C.A.T.

        (vii)   PUBLIC RELATIONS OUTREACH SESSIONS.
                Visa plans to conduct regular "getting to know you" sessions
                with the public relations staff of C.A.T. and other Visa
                vendor.' The objectives of these sessions will be: (i) establish
                good working relationships, (ii) gain common agreement on key
                messages to meet the objectives of Visa and its vendors and
                (iii) understand procedures of all parties to be able to
                expedite press


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                releases, announcements and similar items. C.A.T. may, at its
                discretion participate in such sessions as and when arranged by
                Visa.

        (viii)  JOINT TESTIMONIAL ADS AND TRADE ADS.

                C.A.T. may advertise in general and trade press promoting C.A.T.
                products and services and the Program. Visa shall use its
                commercially reasonable efforts to refer to C.A.T., together
                with other vendors participating in the Program, as Visa deems
                appropriate, during keynote speeches and press releases that
                discuss the Program; provided, however, that such references
                shall be limited to listing C.A.T. as a supplier of Program
                Products and services and, to the extent granted, listing C.A.T.
                as Visa Approved.

        (ix)    HIGH PROFILE DEMONSTRATIONS.

                C.A.T. may, as may be reasonable necessary, staff, fund, and/or
                provide materials for demonstrations of C.A.T. products and
                services during at least two (2) Visa member meetings per Visa
                region per year.

        (x)     TRADE SHOWS.

                C.A.T. will use commercially reasonable efforts to refer to Visa
                and highlight the Program in all trade shows in which C.A.T.
                participates.

        (xi)    CALENDAR.

                Visa shall use its commercially reasonable efforts to list in
                Visa's Calendar of Events the events described in this Section
                2(c) which are scheduled to occur in the six (6) months
                following such Calendar of Events.

(a)     CENTRAL APPROVAL AUTHORITY.

        C.A.T. and Visa shall co-operate to allow Visa to review and assess
        C.A.T. ability to provide Services in each Visa region in which C.A.T.
        desires to provide Services under the Program. Visa shall assess C.A.T.
        as a loyalty service provider under the Program in each of Visa's six
        (6) geographic regions as may be requested by C.A.T. and in the event
        Visa determines in its discretion that C.A.T. is capable of providing
        Services which are consistent with the standards promoted or desired by
        the Program in a region, Visa shall grant Visa Approval, if at all, in
        writing as a loyalty service provider in such region under the Program
        (Visa Approval"). Visa Approval in any region shall not be construed as
        approval of any specific business practice or services offered by C.A.T.

        Vendor understands and acknowledges that Visa conducts a global business
        through several Visa regions and that Visa's determination that C.A.T.
        is qualified to provide Services under the Program in one Visa region
        does not mean that C.A.T. is approved in other Visa regions. Prior to
        receiving Visa Approval in any particular Visa region, C.A.T. may
        promote itself as a Visa Smart Program participant, provided, however,
        that C.A.T. shall not promote itself as Visa Approved until such
        approval is in fact granted. Visa will grant Visa Approval to C.A.T. if
        at all, pursuant to the policies, procedures and fees Visa adopts from
        time to time and routinely applies to other vendors generally. In the
        event Visa determines, in its discretion, not grant Visa Approval to any
        loyalty service provider under the Program, and in fact does not assess
        or grant approval to any vendor, Visa shall have no obligation to assess
        C.A.T. services for Visa Approval and C.A.T. shall be free to provide
        such services under Program without Visa approval.

        In all written communications and materials referring to Visa Approval
        from C.A.T. or its agents, subcontractors or distributors to third
        parties, C.A.T. shall include (or cause to be included), in a manner
        reasonably calculated to be noticed those reading the communication or
        material, the following legend:


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        "Visa Approval is provided by Visa to ensure certain security and
        operational characteristics important to Visa's systems as a whole, but
        Visa Approval does not include any endorsement or warranty regarding the
        functionality, quality or performance of any particular product of
        service. Visa does not warrant any products or services. provided by
        Vendor or Vendor's distributors. Visa Approval does not include or imply
        any product warranties from Visa, including, without limitation, any
        implied warranties of merchantability, fitness for purpose or
        non-infringement, all of which are expressly disclaimed by Visa. All
        rights and remedies regarding products and services which have received
        Visa Approval shall be provided by the party providing such products or
        services, and not by Visa."


3.      OTHER C.A.T. OBLIGATIONS.

(a)     C.A.T. NOT EXCLUSIVE.

        C.A.T. acknowledges that Visa may and will include in the Program
        products and services from other manufacturers and that nothing
        contained in this Agreement should be interpreted to give C.A.T. an
        exclusive right to supply Services to Participating Members.

(b)     IMPLEMENTATION SUPPORT SERVICES.

        C.A.T. may, at Visa's request, provide appropriate representatives to
        participate in meetings with Visa and Participating Members to define
        and develop migration planning and implementation services for
        Participating Members.

(c)     CO-MARKETING CONTRIBUTION.

        In the event Visa establishes a formal co-marketing program with the
        various vendors that participate in the Program, Visa shall inform
        C.A.T. of such co-marketing program and give C.A.T. an opportunity to
        participate upon terms to be mutually agreed between Visa and C.A.T.

(d)     SEMI-ANNUAL REVIEW.

        Visa shall conduct a semi-annual review of the Program to evaluate
        progress, review obligations among Program participants and make
        decisions on adjusting plans. C.A.T. shall send appropriate
        representatives to Visa's headquarters in or near Foster City,
        California, to participate in such semi-annual review process. Dates for
        the project reviews will be agreed to by the parties, such agreement not
        to be unreasonably delayed or withheld.

(e)     STATEMENT OF YEAR 2000 READINESS.

        C.A.T. represents and warrants that not later than January 1, 1999, each
        of the [Products] will: (i) manage and manipulate all data involving
        dates, including single-century formulas and multi-century formulas, and
        will not either cause an abnormally ending scenario within an
        application, or result in the generation of incorrect values involving
        such dates; (ii) include in all date-related user interface
        functionality and data fields a correct indication of century; (iii)
        include a correct indication of century in all date-related functions;
        and (iv) comply with the following:


        -   no such programs or applications will provide invalid or incorrect
            messages or results when presented with or processing date-dependent
            data;

        -   all such programs and applications will accurately recognise,
            manage, accommodate and manipulate date-dependent data, including
            single and multi-century formulas and leap years.


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        In addition to any other remedies that may be available, a failure of
        any program or application to comply with the foregoing that negatively
        impacts the performance of the programs and applications and is not
        rectified by CAT under the normal maintenance arrangements, shall
        entitle Visa or the party for which the programs and applications were
        developed, to either (i) a refund of the license fees paid for the
        effected programs and applications or (ii) require CAT to promptly
        furnish to Visa or the party for which such programs and applications
        were developed, at no charge, all materials and services as may be
        required for the purpose of bringing such programs and applications into
        compliance.

f)      NON-C.A.T. PRODUCTS.

        Non-C.A.T. products are provided by C.A.T. on a "AS IS" basis. Where
        authorized, C.A.T. will pass through to Participating Members
        representations and warranties from third party manufacturers to
        end-user customers regarding these non-C.A.T. products, including,
        without limitation, any representations regarding the year 2000
        readiness of the non-C.A.T. hardware and software products.


4.      VISA'S OBLIGATIONS.

(a)     FORECAST.

        VISA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE
        PROJECTED LEVEL OF C.A.T. SALES OR PROFIT IN CONNECTION WITH THE
        PROGRAM.

(b)     NO MINIMUMS.

        Neither Visa, any Participating Members, nor any third party shall have
        a minimum order requirement in connection with this Agreement or the
        Program.

(c)     PROMOTION AND MARKETING KIT.

        Visa shall attempt to make its members aware of C.A.T. Services, when
        appropriate to the members' programs, both verbally and in press
        materials. Visa will not require its members to use C.A.T. products or
        services. Visa will list C.A.T. as a supplier of Services under the
        Program in collateral materials regarding the Program produced for
        members and the media. Visa shall provide C.A.T. with a marketing and
        communications kit to facilitate C.A.T. development of collateral
        marketing materials that include-mention of Visa. The kit will include
        logo artwork and guidelines for usage, copying and distribution for Visa
        language and terms, and prepared text that may be inserted into the
        C.A.T. marketing materials.

(d)     VISA TRAINING EFFORTS.

        Visa shall provide such training to C.A.T. staff regarding the Program
        and Visa's products and services as Visa determines necessary and
        equivalent to that provided to other providers of Services who receive
        Visa Approval.

(e)     NON-EXCLUSIVE.

        Visa acknowledges that C.A.T. may and will offer products and services
        to others who directly and indirectly compete with Visa and that nothing
        contained in this agreement should be interpreted otherwise.

5.      TERMINATION.

(a)     TERM.

        This Agreement is effective from the date first written above when
        signed by both parties, and will remain in effect until April 30, 2001;
        provided, however, that the term may be extended for an unlimited number
        of additional one (1) year terms if prior to the termination of the
        initial three (3) year term, or any one (1) year extension thereof, both
        parties agree in writing to extend the term for an additional one (1)
        year period (the "Term"). In the event C.A.T. is bound by a written
        contract with one or


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        more Participating Members to perform Integration Services, and to the
        extent such contract or contracts are in effect at the time of the
        expiration of the Term, then C.A.T. and Visa shall continue to perform
        their obligations under this Agreement after the expiration of the Term,
        for up to 12 months after such expiration, to the extent reasonably
        necessary to allow C.A.T. to fulfil its contractual obligations to such
        Participating Member(s).

(b)     EARLY TERMINATION.

        If termination is for a material breach of the terms of this Agreement,
        the breaching party shall have thirty (30) days from receipt of written
        notice to cure such breach. Termination shall be effective without
        further notice at the end of such period if the breach has not been
        cured. If C.A.T. materially or routinely breaches any agreement or
        agreements pertaining to the Program in a manner which would reasonable
        jeopardize the continuing goodwill of the Program, Visa, or any
        Participating Member, then C.A.T. shall be deemed to have materially
        breached this Agreement. This Agreement shall terminate immediately in
        the event of the voluntary or involuntary bankruptcy or insolvency, an
        assignment for the benefit of creditors, the appointment of a receiver
        or similar proceeding regarding C.A.T.

6.      CONFIDENTIALITY.

        The parties agree the exchange of Confidential Information between the
        parties related to this Agreement shall be governed by the terms and
        conditions of that certain C.A.T. Agreement.

7.      TRADEMARKS.

        Except as expressly set forth in this Agreement, neither party grants to
        the other any right to use its trademarks, service marks, logos or trade
        names without its prior written consent. The owning party shall have the
        right to review and approve all material related to the subject matter
        of this Agreement containing such marks prior to its release, which
        approval may be withheld for any or no reason.

8.      PATENT AND COPYRIGHT INDEMNIFICATION.

        C.A.T. shall defend Visa against third party claims against Visa that
        C.A.T. products or C.A.T. services provided to a Participating Member as
        part of the Program (i) infringe that party's patents, copyrights or
        trademarks in any country where C.A.T. or its subsidiaries directly
        conduct business or (ii) unlawfully misappropriates that party's trade
        secrets, at C.A.T. expense, and C.A.T. shall pay all costs, damages, and
        attorneys' fees that a court finally awards or are included in any
        settlement of such claim; provided, however, that Visa and the relevant
        Participating Member must promptly notify C.A.T. when such a claim is
        made and allow C.A.T. to control, and co-operate with C.A.T. in, the
        defense and any related settlement negotiations. C.A.T. shall not be
        entitled to make any commitments, representations or admissions on
        behalf of Visa without Visa's prior written approval, which approval
        shall not be unreasonable withheld.

        This is C.A.T. entire obligation to Visa regarding any claim of
        infringement. C.A.T. has no obligation regarding any claim to the extent
        such claim is based on any of the following:

        1)      anything Visa or a Participating Member provides which is
                incorporated into an C.A.T. product;

        2)      Visa's or an Participating Member's modification of an C.A.T.
                product, or an C.A.T. product's use in other than according to
                its written documentation and, if applicable, its specified
                operating environment;

        3)      the combination, operation, or use of an C.A.T. product with
                other products not provided by C.A.T. as a system, or the
                combination, operation, or use of an C.A.T. product with any
                product, data, or apparatus that C.A.T. did not


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                provide, represent or acknowledge in writing that the C.A.T.
                product was capable of interoperating with; or

        4)      infringement by a non-C.A.T. product alone, as opposed to its
                combination with products C.A.T. provides to a Participating
                Member as a system.

        The provisions of this section shall survive the termination of this
        Agreement, regardless of the reason for such termination.

9.      INDEMNIFICATION.

        C.A.T. shall defend Visa against third party claims against Visa to the
        extent such claims by third parties are based on statements made by
        C.A.T. or its subsidiaries relating to Visa Approval or the meaning of
        Visa Approval as defined in this Agreement, which statements are not
        previously authorized by Visa in writing, and C.A.T. shall pay all
        costs, damages, and attorneys' fees that a court finally awards or are
        included in a settlement by C.A.T. of such claims; provided, however,
        that Visa must promptly notify C.A.T. when such claim is made and allow
        C.A.T. to control, and co-operate with C.A.T. in, the defense and any
        related settlement negotiations. C.A.T. shall not be entitled to make
        any commitments, representations or admissions on behalf of Visa without
        Visa's prior written approval, which approval shall not be unreasonably
        withheld. The provisions of this Section shall survive the termination
        of this Agreement, regardless of the reason for such termination.


10.     LIMITATION OF LIABILITY.

        Regardless of the basis on which either party is entitled to claim
        damages from the other related to this Agreement (including fundamental
        breach, negligence, misrepresentation, or other contract or tort claim),
        each party hereto is liable to the other only for: 1) obligations
        referred to in the Section 8 above; and 2) the amount of any other
        actual direct damages or loss, up to the greater of the charges for the
        C.A.T. product or service that is the subject of the claim or the
        aggregate amount U.S. $1,000,000.

        IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER OR IN
        CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT OR
        SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT
        (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE
        OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT
        TO THE EXTENT INCLUDED WITHIN THE AMOUNTS FOR WHICH C.A.T. IS PROVIDING
        INDEMNIFICATION UNDER SECTIONS 8 OR 9 OF THIS AGREEMENT.



11.     GENERAL.

(a)     Disclaimer Of Warranties.

        OTHER THAN THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, C.A.T.
        DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR
        IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
        MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(b)     Excusable Delays.

        Neither party shall be held responsible for delays caused by acts beyond
        its control, such as acts of God or public enemies, government acts,
        utility or communications delays or failures, labor disputes, or war.


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(c)     Assignment.

        Neither party may assign this Agreement, or its rights or duties
        hereunder, without the prior written consent of the other party.

(d)     Relationship.

        Neither party or its personnel are not agents, employees, lessees,
        partners, or joint ventures of the other party. Neither party may bind
        or obligate the other party without the other party's prior written
        consent.

(e)     Notice.

        All notices required under this Agreement to be in writing shall be
        deemed given when delivered personally, by overnight delivery upon
        written verification of receipt, by facsimile transmission upon
        electronic acknowledgement of receipt, or by certified or registered
        mail, return receipt requested, upon verification of receipt. Notice
        shall be sent to the addresses set forth above or such other address or
        facsimile number as either party may specify in writing. Notices to Visa
        shall be sent to the attention of Mr. David Barnes and notices to C.A.T.
        shall be sent to the attention of C.A.T. legal Department, In addition,
        to facilitate the on-going efforts of Visa and C.A.T., each party shall
        designate a primary contact person within two weeks after the execution
        of this Agreement, which contact person shall serve as such party's
        primary liaison for all purposes of this Agreement other than written
        notices sent as required by this Section.

(f)     Governing Law.

        This Agreement shall be construed and interpreted under the internal
        laws of the State of California, without giving effect to its principles
        of conflict of law.


(g)     Severability.

        If a court of competent jurisdiction finds any provision of this
        Agreement invalid, illegal or unenforceable, the remainder of the
        Agreement shall remain in full force and effect.

(h)     Counterparts.

        This Agreement may be signed in two counterparts, each of which shall be
        deemed an original, but both of which together shall constitute one and
        the same instrument.

(i)     Entire Agreements: Modification: Waivers.
        This Agreement and its attachments constitutes the entire agreement and
        understanding between Visa and C.A.T. regarding the subject matter
        hereof. No breach, performance or other actions with respect to this
        Agreement shall be deemed a breach, performance or other action with
        respect to any other agreement that may exist between C.A.T. and Visa.
        No modification or waiver of this Agreement or any Exhibit or rider
        shall be binding unless it is in writing and signed by both parties.

(j)     Attorneys' Fees.

        In the event of a dispute regarding the enforcement or interpretation of
        this Agreement should result in litigation between the parties, the
        prevailing party shall be entitled to collect its reasonable attorneys'
        fees and costs from the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.

("C.A.T.")                                    VISA INTERNATIONAL SERVICE
                                              ASSOCIATION ("VISA")


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Source: OneCLE Business Contracts.