ASSET PURCHASE AGREEMENT

THIS AGREEMENT dated as of the ____ day of _________________, 200__,

BETWEEN:

[COMPANY]

, a corporation

incorporated under the laws of Canada

(hereinafter referred to as “[COMPANY]” or the “Vendor”)

- and -

[________________________], a corporation incorporated under

the laws of [_________________________________]

(hereinafter referred to as the “Purchaser”)

WHEREAS:

A. [COMPANY] is in the business of providing switching services through the Interact and

other networks for certain credit unions and other financial institutions to allow them to offer shared cash dispensing at automated teller machines (“ATMs”) and Point of Sale Direct Payment to their customers at vendor point of sale debit machines (the “SS Business”) and [COMPANY] also offers transaction processing services for companies who issue customer gift cards, loyalty program cards and payroll cards (the “PPCP Business”);B. [COMPANY] has commenced proceedings in the Ontario Superior Court of Justice (the“CCAA Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”)pursuant to which, among other things, [COMPANY] has been appointed as the Monitor. Subject to the issuance of both the Approval Order and the Vesting Order, the Vendor has agreed to sell, transfer and assign to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, all of the Vendor’s interest in and to the Purchased Assets; NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party to the other, the parties hereto agree as follows: