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Chantal Lock-up Agreement Chantal Lock-up Agreement ("lock-up Agreement - UTIX GROUP INC - 2-12-2004

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					                                                  EXHIBIT 3.3

                                    CHANTAL LOCK-UP AGREEMENT

CHANTAL LOCK-UP AGREEMENT ("Lock-Up Agreement") dated as of November 13, 2003 by and
among Utix Group, Inc. (fka Chantal Skin Care Corporation), a Delaware corporation ("Utix"), and each of the
stockholders listed on Schedule A hereto (the "Stockholders").

WHEREAS, pursuant to the Share Exchange Agreement, dated as of October 31, 2003 (the "Exchange
Agreement"), by and among Utix, Corporate Sports Incentives, Inc., a corporation formed under the laws of the
State of New Hampshire ("CSI"), Joel Pensley, an individual (the "Utix Principal Stockholder"), and the
stockholders of CSI (the "CSI Stockholders"), (i) the CSI Stockholders will exchange their shares (the
"Exchange") of CSI common stock for shares of common stock of Utix (the "Exchange Shares") and (ii) CSI will
become a wholly-owned subsidiary of Utix; and

WHEREAS, it is a condition precedent to the closing of the Exchange that each of the Stockholders enter into
and deliver this Lock-Up Agreement, which sets forth the Stockholders' agreement not to sell their Exchange
Shares unless pursuant to the terms of this Lock-Up Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereby
agree with each other as follows:

1. LOCK-UP.

(a) Those Stockholders that own of record or beneficially less than 10% of the issued and outstanding Chantal
Common Shares (as defined in the Exchange Agreement) shall not, unless permitted by the Board of Directors of
Utix, sell their Chantal Common Shares for a period of one (1) year from the Effective Date (as defined in the
Exchange Agreement) of the Exchange.

The foregoing period is called the "Lock-Up Period."

(b) Notwithstanding the foregoing, a Stockholder may transfer all or any of the Exchange Shares owned by such
Stockholder (i) by way of gift to any member of his or her family or to any trust for the benefit of any such family
member of the Stockholder, provided that any such transferee shall agree in writing with Utix, as a condition to
such transfer, to be bound by all of the provisions of this Lock-Up Agreement to the same extent as if such
transferee were the Stockholder, (ii) by will or the laws of descent and distribution, in which event each such
transferee shall be bound by all of the provisions of this Lock-Up Agreement to the same extent as if such
transferee were the Stockholder, or (iii) pursuant to an effective registration statement. As used herein, the word
"family" shall include any spouse, lineal ancestor or descendant, brother or sister.

(c) Any transfer or other disposition of the Exchange Shares owned by the Stockholders in violation of the
restrictions on transfer contained herein shall be null and void.

2. RIGHTS OF STOCKHOLDER. It is understood and agreed that the Stockholders have the right to vote all
of the Exchange Shares held by them and that the Stockholders shall be entitled to all other rights arising in
respect of the Exchange Shares during the Lock-Up Period.

3. LEGEND. All certificates evidencing any of the Exchange Shares subject to this Lock-Up Agreement shall
also bear a legend substantially as follows:

"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF

                                                         1
UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE
UNDER SUCH ACT, OR UTIX GROUP, INC. RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR UTIX GROUP, INC. THAT AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

"PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED AS OF OCTOBER 31, 2OO3 BY
AND AMONG CHANTAL SKIN CARE CORPORATION, A DELAWARE CORPORATION,
CORPORATE SPORTS INCENTIVES, INC., A NEW HAMPSHIRE CORPORATION, JOEL PENSLEY,
AN INDIVIDUAL, AND THE STOCKHOLDERS OF CORPORATE SPORTS INCENTIVES, INC., THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
SOLD SHORT OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS
AND CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND BETWEEN THE HOLDER
HEREOF AND UTIX GROUP, INC. (FKA CHANTAL SKIN CARE CORPORATION)"

4. SPECIFIC ENFORCEMENT. The parties hereby acknowledge and agree that they may be irreparably
damaged in the event that this Lock-Up Agreement is not specifically enforced. Upon a breach or threatened
breach of the terms, covenants and/or conditions of this Lock-Up Agreement by any party, any other party shall,
in addition to all other remedies, be entitled to a temporary or permanent injunction, without showing any actual
damage, and/or a decree for specific performance, in accordance with the provisions hereof.

5. TERM OF AGREEMENT. This Lock-Up Agreement shall expire on the date that is the end of the Lock-Up
Period.

6. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Lock-Up Agreement shall be construed in
accordance with and governed by the laws of the State of New York without regard to its conflict of laws
provisions and shall be binding upon the heirs, personal representatives, executors, administrators, successors
and assigns of the parties.

7. ENTIRE AGREEMENT AND AMENDMENTS. This Lock-Up Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and may not be modified, amended or terminated except
by an agreement signed by Utix and the holders of at least a majority of the Exchange Shares subject to this
Lock-Up Agreement; provided, however, that no amendment or modification that imposes any additional
obligations on any Stockholder or increases the length of the Lock-Up Period shall be binding upon such
Stockholder without such Stockholder's written consent thereto.

8. WAIVERS. From time to time Utix may waive its rights hereunder either generally or with respect to one or
more specific transfers which have been proposed, attempted or made. No waiver of any breach or default
hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.

9. SEVERABILITY. If any provision of this Lock-Up Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other severable provision of this Lock-Up
Agreement, and this Lock-Up Agreement shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.

10. COUNTERPARTS. This Lock-Up Agreement may be executed in two or more counterparts, each one of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.

                                                           2
IN WITNESS WHEREOF, the parties hereto have caused this Lock-Up Agreement to be duly executed, as of
the date first above written.

                                        UTIX GROUP, INC.

                                                 By:

Name:


                                                Title:

                                        STOCKHOLDERS


                                             Jon Adams


                                          Anne Concannon


                                            Gerald Roth

                                       Roth Financial Group:


By: Anthony G. Roth Title:


                                           Martha Ballog

                               Rubin Family Irrevocable Stock Trust

                                                 By:

Name:


                                                Title:

                                                  3
                                  SCHEDULE A
                                  ----------

--------------------------------------------------------------------------------
 STOCKHOLDER                                 EXCHANGE SHARES

--------------------------------------------------------------------------------
 Jonathan Adams                              5,710,882

--------------------------------------------------------------------------------
 Anne Concannon                              2,323,071

--------------------------------------------------------------------------------
 Gerald Roth                                 1,209,933

--------------------------------------------------------------------------------
 Roth Financial Group                        1,451,919

--------------------------------------------------------------------------------
 Martha Ballog                               96,795

--------------------------------------------------------------------------------
 Rubin Family Irrevocable Stock Trust        1,375,000
--------------------------------------------------------------------------------




                                       4
                                                    EXHIBIT 3.4

                                             VOTING AGREEMENT

THIS VOTING AGREEMENT (the "AGREEMENT"), dated as of November __, 2003, is by and between the
Rubin Family Irrevocable Stock Trust (the "STOCKHOLDER") and Utix Group, Inc. (fka Chantal Skin Care
Corporation), a Delaware corporation (the "COMPANY"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Share Exchange Agreement (as defined below).

                                                     RECITALS

WHEREAS, the Company, Corporate Sports Incentives, Inc., a New Hampshire corporation ("CSI"), Joel
Pensley, an individual (the "Utix Principal Stockholder"), and the stockholders of CSI (the "CSI Stockholders")
propose to enter into a Share Exchange Agreement, dated ________ __, 2003 (as such agreement may be
modified or amended from time to time, the "SHARE EXCHANGE AGREEMENT"), whereby (i) the CSI
Stockholders will exchange their shares of CSI common stock (the "Exchange") for shares of common stock of
the Company (the "Exchange Shares") and (ii) CSI will become a wholly-owned subsidiary of the Company,
upon the terms and subject to the conditions set forth in the Share Exchange Agreement;

WHEREAS, the Stockholder will, after the Exchange, own 1,875,000 shares of common stock of the Company
(the "COMMON STOCK"); and

WHEREAS, as a condition to its willingness to enter into the Share Exchange Agreement, the Company has
requested that the Stockholder enter into this Agreement.

NOW, THEREFORE, to induce the Company to enter into, and in consideration of it entering into, the Share
Exchange Agreement, and in consideration of the promises and the representations, warranties and agreements
contained herein, the parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The Stockholder represents and
warrants to the Company that (a) the 1,875,000 record or beneficially (as defined below) owned shares of
Common Stock (such shares of Common Stock, the "SUBJECT SHARES") are free and clear of all Liens or
Restrictions and, except for this Agreement and the Share Exchange Agreement, there are no options, warrants
or other rights, agreements, arrangements or commitments of any character to which the Stockholder is a party
relating to the pledge, disposition or Voting (as defined in Section 2) of such Subject Shares and there are no
Voting trusts or Voting agreements with respect to such Subject Shares, (b) the Stockholder has not appointed
or granted any proxy, which appointment or grant is still effective with respect to the Subject Shares, (c) the
Stockholder has the capacity to enter into this Agreement, (d) the Stockholder has full power and authority to
enter into, execute and deliver this Agreement and to perform fully the Stockholder's obligations hereunder, and
this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with its terms (except insofar as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, or by principles governing the availability of equitable remedies), (e) no notices, reports
or other filings are required to be made by the Stockholder
with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the
Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by
the Stockholder, and (f) the execution, delivery and performance of this Agreement by the Stockholder does not,
and the consummation by the Stockholder of the transactions contemplated hereby will not, (i) result in a violation
or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right
of termination, cancellation, modification or acceleration) (whether after the giving of notice or the passage of time
or both) under any Contract to which the Stockholder is a party or by which any of its assets are bound, (ii)
result in the creation of any Lien on any of the assets of the Stockholder or (iii) result in a violation of, under or
pursuant to any law, rule, regulation, order, judgment or decree applicable to the Stockholder or by which any of
its assets are bound. For the purposes of this Agreement, a Person "beneficially" owns a security if such Person,
directly or indirectly, through any contract, arrangement, understanding or otherwise has (A) the power to vote,
or direct the vote of such security and (B) the power to dispose, or direct the disposition of such security.

2. AGREEMENT TO DELIVER PROXY. The Stockholder agrees to deliver to the Company on the date
hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT A that grants and transfers the
Stockholder's Voting rights with respect to its Subject Shares to the Board of Directors of the Company or its
successor in interest, acting by the vote or consent of a majority of the directors present at a duly constituted
meeting in which a quorum is present, (a) in favor of the appointment of nominee(s) to the Board of Directors (the
"Nominees") at any meeting of the stockholders of the Company at which such Nominee(s) is considered and at
every adjournment or postponement thereof and (b) against any action, approval or agreement that would
compete with or materially impede, interfere with, adversely affect or tend to discourage the appointment of the
Nominee(s) or inhibit the timely appointment of the Nominee(s), in each case, to the same extent and with the
same effect as such Stockholder might or could do under applicable law, rules and regulations. The proxy
delivered by the Stockholder pursuant to this Section 2 shall be irrevocable during the term of this Agreement to
the extent permitted under New York law. For purposes of this Agreement, "VOTE" shall include voting in
person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of
any action (including, without limitation, consenting in accordance with Section 228 of the Delaware General
Corporation Law) or taking other action in favor of or against any action. "VOTING" shall have a correlative
meaning. The Stockholder hereby revokes any and all previous proxies granted with respect to any of the
Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 hereof,
purport to grant any other proxy or power of attorney with respect to any of the Subject Shares or enter into any
agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to
vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. The
Stockholder also agrees to use his reasonable best efforts to take, or cause to be taken, all action, and do, or
cause to be done, all things necessary or advisable in order to consummate and make effective the transactions
contemplated by this Agreement. The Stockholder acknowledges receipt and review of a copy of the Share
Exchange Agreement.

3. NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be deemed to vest in the Board of
Directors of the Company or its successor in interest any direct or indirect

                                                          2
ownership or incidence of ownership of or with respect to any Subject Shares. All rights, ownership and
economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Stockholder.

4. TRANSFER AND ENCUMBRANCE. On or after the date hereof and during the term of this Agreement,
the Stockholder agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of
the Stockholder's Subject Shares except as pursuant to the terms of this Agreement.

5. NO VOTING TRUSTS. The Stockholder that the Stockholder will not, nor will the Stockholder permit any
Person under the Stockholder's control to, deposit any of the Stockholder's Subject Shares in a Voting trust or
subject any of the Stockholder's Subject Shares to any arrangement with respect to the Voting of the Subject
Shares inconsistent with this Agreement.

6. SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be impossible to measure in
money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not
have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and
will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each
party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting
of a bond in connection with any other party's seeking or obtaining equitable relief.

7. TERM AND TERMINATION. Subject to Section 11(i), the term of this Agreement shall commence on the
date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) five (5) years from
the date hereof, (ii) the date on which the Share Exchange Agreement is terminated in accordance with its terms
or (iii) at such time as the Stockholder's Subject Shares are resold or otherwise transferred in a public sale or
distribution pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable state and foreign securities laws.

8. CERTAIN EVENTS; LEGEND ON STOCK CERTIFICATES. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Stockholder's Subject Shares and shall be binding
upon any entity or person to which legal or beneficial ownership of such Subject Shares shall pass, whether by
operation of law or otherwise, including the Stockholder's heirs, guardians, administrators or successors,
UNLESS the Subject Shares are resold or otherwise transferred in a public sale or distribution pursuant to an
effective registration statement under the Securities Act and any applicable state and foreign securities laws. Each
certificate representing the Subject Shares shall bear a legend substantially in the following form:

"UNLESS THE SUBJECT SHARES ARE RESOLD OR OTHERWISE TRANSFERRED IN A PUBLIC
SALE OR DISTRIBUTION PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE AND

                                                          3
FOREIGN SECURITIES LAWS, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE
OR OTHER SIMILAR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO A VOTING
AGREEMENT DATED NOVEMBER __, 2003 AMONG THE COMPANY AND A CERTAIN HOLDER
OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY."

9. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including the Exhibit and the other
documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior
agreements and understandings, written or oral, among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by each of the parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.

10. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally
(by courier service or otherwise) or mailed, certified or registered mail with postage prepaid, or sent by
confirmed telecopier, as follows:

(a) If to the Company:

170 Cambridge Street
Burlington, MA 01803-2933 Attn: Anthony G. Roth, President and CEO

Telephone: (800) 627-7547 Telecopy: (781) 229-8886

with a copy to (which shall not constitute notice):

Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52nd Street, 9th Floor New York, NY 10022
Attention: Stephen A. Weiss, Esq.

Telephone: (212) 752-9700 Facsimile: (212) 980-5192

(b) If to the Stockholder:

26 Highland Boulevard
Dix Hills, New York 11746

                                                        4
Attention: Robert M. Rubin Telephone: (516) 938-2323 Telecopy: (516) 837-7036

or to such other Person or address as any party shall specify by notice in writing to the other party. Any such
notice shall be deemed to have been given
(i) upon actual delivery, if delivered by hand, (ii) on the third (3rd) business day following deposit of such notice,
properly addressed with postage prepaid, with the United States Postal Service if mailed by registered or
certified mail, return receipt requested, or (iii) upon sending such notice, if sent via facsimile, with confirmation of
receipt, except that any notice of change of address shall be effective only upon actual receipt thereof.

11. MISCELLANEOUS.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL
RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit to the jurisdiction of the courts
of the State of New York and the Federal courts of the United States of America located in the State of New
York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably
agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York
State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of
such parties and over the subject matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section 10 of this Agreement or in such
other manner as may be permitted by law shall be valid and sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (iii)

                                                            5
EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(b).

(c) SEVERABILITY. In the event that any provision of the Agreement is held to be illegal, invalid or
unenforceable in a final, unappealable order or judgment (each such provision, an "invalid provision"), then such
provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain
binding on the parties hereto. Without limiting the generality of the foregoing sentence, in the event a change in any
applicable law, rule or regulation makes it unlawful for a party to comply with any of its obligations hereunder, the
parties shall negotiate in good faith a modification to such obligation to the extent necessary to comply with such
law, rule or regulation that is as similar in terms to the original obligation as may be possible while preserving the
original intentions and economic positions of the parties as set forth herein to the maximum extent feasible.

(d) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same instrument.

(e) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and
other documents and shall take such further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated hereby.

(f) HEADINGS. All Section headings herein are for convenience of reference only and are not part of this
Agreement, and no construction or reference shall be derived therefrom.

(g) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF ANY
NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

(h) ASSIGNMENT. Neither the Stockholder nor the Company may assign any of his, her or its rights or
obligations under this Agreement without the prior written consent of the other parties hereto. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

(i) EFFECTIVENESS. The obligations of the Stockholder set forth in this Agreement shall not be effective or
binding upon the Stockholder until after such time as the Share Exchange Agreement is executed and delivered
by the Company, CSI, the Utix Principal Stockholder, and the CSI Stockholders.

(j) JOINT PARTICIPATION IN DRAFTING THIS AGREEMENT. The parties acknowledge and confirm
that each of their respective attorneys have participated jointly in the drafting, review and revision of this
Agreement and that it has not been written solely by counsel for one party and that each party has had the benefit
of its independent legal counsel's advice with respect to the terms and provisions hereof and its rights and
obligations hereunder. Each party hereto,

                                                          6
therefore, stipulates and agrees that the rule of construction to the effect that any ambiguities are to be or may be
resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor any party
against another and that no party shall have the benefit of any legal presumption or the detriment of any burden of
proof by reason of any ambiguity or uncertain meaning contained in this Agreement.

(k) EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such cost or expense.

(l) PUBLIC ANNOUNCEMENTS. Without the prior written consent of the Company, the Stockholder shall
not issue any press release or make any public statements with respect to this Agreement or the Share Exchange
Agreement, except as may be required by applicable law or court process.

                                      [SIGNATURE PAGE FOLLOWS]

                                                          7
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

                      UTIX GROUP, INC. (fka Chantal Skin Care Corporation)

                                                  By:

Name:

                                                 Title:

                                        THE STOCKHOLDER:

                                 Rubin Family Irrevocable Stock Trust

                                                  By:

Name: Margery C. Rubin Title: Trustee

                                                   8
                                                  EXHIBIT A

                                   FORM OF IRREVOCABLE PROXY

The undersigned, for consideration received, hereby constitutes and appoints the Board of Directors of Utix
Group, Inc., a company organized under the laws of the State of Delaware (the "COMPANY"), or its successor
in interest, acting by the vote or consent of a majority of the directors present at a duly constituted meeting in
which a quorum is present, as my true and lawful attorneys and proxies, and hereby authorizes, for and in its
name, place and stead, to the same extent and with the same effect as the undersigned might or could do under
applicable law, rules or regulations to vote all shares of Common Stock of the Company, owned by the
undersigned (the "SUBJECT SHARES") as of the date hereof at any meetings of stockholders of the Company
after the date hereof and at any adjournment or postponement thereof (each, a "COMPANY MEETING") FOR
the appointment of nominee(s) to the Board of Directors (the "Nominees") and AGAINST any action, approval
or agreement that would compete with or materially impede, interfere with, adversely affect or tend to discourage
the appointment of the Nominee(s) or inhibit the timely appointment of the Nominee(s), and (ii) to withhold
consents with respect to such Subject Shares for any action, approval or agreement that would compete with or
materially impede, interfere with, adversely affect or tend to discourage the Nominee(s) or inhibit the timely
appointment of the Nominee(s). This proxy is coupled with an interest, revokes all prior proxies granted by the
undersigned and is irrevocable until such time as the Voting Agreement, dated as of November __, 2003, by and
between the undersigned stockholder of the Company and the Company, terminates in accordance with its terms,
at which time this proxy shall expire.

Dated: November __, 2003

                           RUBIN FAMILY IRREVOCABLE STOCK TRUST

                                                       By:

Name: Margery C. Rubin Title: Trustee
                                                 EXHIBIT 3.5

                                           VOTING AGREEMENT

THIS VOTING AGREEMENT (the "AGREEMENT"), dated as of November __, 2003, is by and between the
stockholders of Utix Group, Inc. listed on EXHIBIT A attached hereto (each, a "STOCKHOLDER" and,
collectively, the "STOCKHOLDERS")and Utix Group, Inc. (fka Chantal Skin Care Corporation), a Delaware
corporation (the "COMPANY"). Capitalized terms used but not defined herein shall have the meanings set forth
in the Share Exchange Agreement (as defined below).

                                                  RECITALS

WHEREAS, the Company, Corporate Sports Incentives, Inc., a New Hampshire corporation ("CSI"), Joel
Pensley, an individual (the "Utix Principal Stockholder"), and the stockholders of CSI (the "CSI Stockholders")
propose to enter into a Share Exchange Agreement, dated ________ __, 2003 (as such agreement may be
modified or amended from time to time, the "SHARE EXCHANGE AGREEMENT"), whereby (i) the CSI
Stockholders will exchange their shares of CSI common stock (the "Exchange") for shares of common stock of
the Company (the "Exchange Shares") and (ii) CSI will become a wholly-owned subsidiary of the Company,
upon the terms and subject to the conditions set forth in the Share Exchange Agreement;

WHEREAS, each Stockholder owns certain shares of common stock of the Company (the "COMMON
STOCK"); and

WHEREAS, pursuant to a condition precedent in the Share Exchange Agreement, the Company has requested
that each Stockholder enter into this Agreement.

NOW, THEREFORE, in consideration of the promises and the representations, warranties and agreements
contained herein, the parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each of the Stockholders
represents and warrants to the Company that (a) such Stockholder owns beneficially (as defined below) the
number of shares of Common Stock set forth opposite such Stockholder's name on EXHIBIT A attached hereto
(such shares of Common Stock, the "SUBJECT SHARES"), free and clear of all Liens or Restrictions and,
except for this Agreement and the Share Exchange Agreement, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the
pledge, disposition or Voting (as defined in Section 2) of such Subject Shares and there are no Voting trusts or
Voting agreements with respect to such Subject Shares, (b) such Stockholder has not appointed or granted any
proxy, which appointment or grant is still effective with respect to the Subject Shares, (c) such Stockholder has
the capacity to enter into this Agreement, (d) such Stockholder has full power and authority to enter into, execute
and deliver this Agreement and to perform fully such Stockholder's obligations hereunder, and this Agreement has
been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights
generally, or by principles governing the availability of
equitable remedies), (e) no notices, reports or other filings are required to be made by such Stockholder with,
nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such
Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by
such Stockholder, and (f) the execution, delivery and performance of this Agreement by such Stockholder does
not, and the consummation by such Stockholder of the transactions contemplated hereby will not, (i) result in a
violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation, modification or acceleration) (whether after the giving of notice or the
passage of time or both) under any Contract to which such Stockholder is a party or by which any of its assets
are bound, (ii) result in the creation of any Lien on any of the assets of such Stockholder or (iii) result in a
violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to such
Stockholder or by which any of its assets are bound. For the purposes of this Agreement, a Person "beneficially"
owns a security if such Person, directly or indirectly, through any contract, arrangement, understanding or
otherwise has (A) the power to vote, or direct the vote of such security and (B) the power to dispose, or direct
the disposition of such security.

2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders severally agrees to deliver to the Company
on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT B to Vote such
Stockholder's Subject Shares (a) in favor of approval and adoption of the stock option plan attached hereto as
EXHIBIT C (the "Plan") at any meeting of the stockholders of the Company at which such Plan is considered
and at every adjournment or postponement thereof and (b) against any action, approval or agreement that would
compete with or materially impede, interfere with, adversely affect or tend to discourage the Plan or inhibit the
timely adoption of the Plan, including, without limitation, any alternative plan, in each case, to the same extent and
with the same effect as such Stockholder might or could do under applicable law, rules and regulations. The
proxy delivered by such Stockholder pursuant to this Section 2 shall be irrevocable during the term of this
Agreement to the extent permitted under New York law. For purposes of this Agreement, "VOTE" shall include
voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in
respect of any action (including, without limitation, consenting in accordance with Section 228 of the Delaware
General Corporation Law) or taking other action in favor of or against any action. "VOTING" shall have a
correlative meaning. Each of the Stockholders hereby revokes any and all previous proxies granted with respect
to any of the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to
Section 9 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject
Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person,
directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject
Shares. Each Stockholder also severally agrees to use his reasonable best efforts to take, or cause to be taken,
all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make
effective the transactions contemplated by this Agreement. Each of the Stockholders acknowledges receipt and
review of a copy of the Share Exchange Agreement.

3. NO PROXY SOLICITATIONS. Each of the Stockholders severally agrees that such Stockholder will not,
nor will such Stockholder permit any entity or person under such Stockholder's control, (a) to solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities
Exchange Act of 1934, as amended) in

                                                          2
opposition to or in competition with the adoption of the Plan or otherwise encourage or assist any party in taking
or planning any action which would compete with or materially impede, interfere with, adversely effect or tend to
discourage the Plan or inhibit the timely adoption of the Plan, (b) to directly or indirectly encourage, initiate or
cooperate in a stockholders' Vote or action by consent of the Company's stockholders in opposition to or in
competition with the adoption of the Plan or (c) to become a member of a "group" (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the
Company for the purpose of opposing or competing with the adoption of the Plan.

4. FIDUCIARY DUTIES. Notwithstanding anything to the contrary in this Agreement, none of the agreements of
the Stockholders contained herein shall restrict any Stockholder who is a director or an officer of the Company
from taking any action, in his or her capacity, respectively, (a) as a director, if such director believes such action
is necessary to satisfy such director's fiduciary duties to the stockholders of the Company, or (b) as an officer, if
such officer is acting at the direction of the board of directors of the Company and in accordance with the terms
and provisions of the Share Exchange Agreement.

5. NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be deemed to vest in the
Company any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.
All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and
belong to such Stockholder.

6. TRANSFER AND ENCUMBRANCE. On or after the date hereof and during the term of this Agreement,
such Stockholder agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of
such Stockholder's Subject Shares except as pursuant to the terms of this Agreement.

7. NO VOTING TRUSTS. Each of the Stockholders severally agrees that such Stockholder will not, nor will
such Stockholder permit any Person under such Stockholder's control to, deposit any of such Stockholder's
Subject Shares in a Voting trust or subject any of such Stockholder's Subject Shares to any arrangement with
respect to the Voting of the Subject Shares inconsistent with this Agreement.

8. SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be impossible to measure in
money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not
have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and
will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each
party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting
of a bond in connection with any other party's seeking or obtaining equitable relief.

9. TERM AND TERMINATION. Subject to Section 13(i), the term of this Agreement shall commence on the
date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) one (1) year from
the date of approval of the Plan by the Board of

                                                          3
Directors of the Company or (ii) the date on which the Share Exchange Agreement is terminated in accordance
with its terms.

10. CERTAIN EVENTS; LEGEND ON STOCK CERTIFICATES. Each of the Stockholders severally agrees
that this Agreement and the obligations hereunder shall attach to such Stockholder's Subject Shares and shall be
binding upon any entity or person to which legal or beneficial ownership of such Subject Shares shall pass,
whether by operation of law or otherwise, including such Stockholder's heirs, guardians, administrators or
successors. Each certificate representing the Subject Shares shall bear a legend substantially in the following form:

"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER SIMILAR
TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF
THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO A VOTING AGREEMENT DATED
NOVEMBER __, 2003 AMONG THE COMPANY AND A CERTAIN HOLDER OF ITS
OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
THE SECRETARY OF THE COMPANY."

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including the Exhibit and the other
documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior
agreements and understandings, written or oral, among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by each of the parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.

12. NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally
(by courier service or otherwise) or mailed, certified or registered mail with postage prepaid, or sent by
confirmed telecopier, as follows:

(a) If to the Company:

170 Cambridge Street
Burlington, MA 01803-2933 Attn: Anthony G. Roth

Telephone: (800) 627-7547 Telecopy: (781) 229-8886

with a copy to (which shall not constitute notice):

Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52nd Street, 9th Floor

                                                         4
New York, NY 10022
Attention: Stephen A. Weiss, Esq.

Telephone: (212) 752-9700 Facsimile: (212) 980-5192

(b) If to a Stockholder, at the address on record with the Company for that Stockholder,

or to such other Person or address as any party shall specify by notice in writing to the other party. Any such
notice shall be deemed to have been given
(i) upon actual delivery, if delivered by hand, (ii) on the third (3rd) business day following deposit of such notice,
properly addressed with postage prepaid, with the United States Postal Service if mailed by registered or
certified mail, return receipt requested, or (iii) upon sending such notice, if sent via facsimile, with confirmation of
receipt, except that any notice of change of address shall be effective only upon actual receipt thereof.

13. MISCELLANEOUS.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL
RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit to the jurisdiction of the courts
of the State of New York and the Federal courts of the United States of America located in the State of New
York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably
agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York
State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of
such parties and over the subject matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section 12 of this Agreement or in such
other manner as may be permitted by law shall be valid and sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY

                                                            5
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(b).

(c) SEVERABILITY. In the event that any provision of the Agreement is held to be illegal, invalid or
unenforceable in a final, unappealable order or judgment (each such provision, an "invalid provision"), then such
provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain
binding on the parties hereto. Without limiting the generality of the foregoing sentence, in the event a change in any
applicable law, rule or regulation makes it unlawful for a party to comply with any of its obligations hereunder, the
parties shall negotiate in good faith a modification to such obligation to the extent necessary to comply with such
law, rule or regulation that is as similar in terms to the original obligation as may be possible while preserving the
original intentions and economic positions of the parties as set forth herein to the maximum extent feasible.

(d) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same instrument.

(e) FURTHER ASSURANCES. Each party hereto shall execute and deliver such additional instruments and
other documents and shall take such further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated hereby.

(f) HEADINGS. All Section headings herein are for convenience of reference only and are not part of this
Agreement, and no construction or reference shall be derived therefrom.

(g) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF ANY
NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

(h) ASSIGNMENT. Neither any Stockholder nor the Company may assign any of his, her or its rights or
obligations under this Agreement without the prior written consent of the other parties hereto. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

(i) EFFECTIVENESS. The obligations of the Stockholder set forth in this Agreement shall not be effective or
binding upon the Stockholder until after such time as the Share Exchange Agreement is executed and delivered
by the Company, CSI, the Utix Principal Stockholder, and the CSI Stockholders.

                                                          6
(j) JOINT PARTICIPATION IN DRAFTING THIS AGREEMENT. The parties acknowledge and confirm
that each of their respective attorneys have participated jointly in the drafting, review and revision of this
Agreement and that it has not been written solely by counsel for one party and that each party has had the benefit
of its independent legal counsel's advice with respect to the terms and provisions hereof and its rights and
obligations hereunder. Each party hereto, therefore, stipulates and agrees that the rule of construction to the effect
that any ambiguities are to be or may be resolved against the drafting party shall not be employed in the
interpretation of this Agreement to favor any party against another and that no party shall have the benefit of any
legal presumption or the detriment of any burden of proof by reason of any ambiguity or uncertain meaning
contained in this Agreement.

(k) EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such cost or expense.

(l) PUBLIC ANNOUNCEMENTS. Without the prior written consent of the Company, none of the
Stockholders shall not issue any press release or make any public statements with respect to this Agreement or
the Share Exchange Agreement, except as may be required by applicable law or court process.

                                       [SIGNATURE PAGE FOLLOWS]

                                                          7
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

UTIX GROUP, INC. (fka Chantal Skin Care Corporation)

By:
Name:


                                                 Title:

                                        THE STOCKHOLDERS:


Name: Jonathan Adams


Name: Anne Concannon


Name: Gerald Roth

                                         Roth Financial Group

                                                  By:

Name:


                                                 Title:


Name: Martha Ballog

                         RUBIN FAMILY IRREVOCABLE STOCK TRUST

                                                  By:

Name: Margery C. Rubin Title: Trustee


Name: Joel Pensley


Name: Guy Cohen

                                                   8
                                                                  EXHIBIT A

---------------------------------   -----------------------------------
  STOCKHOLDER                                SUBJECT SHARES
---------------------------------   -----------------------------------
  Jonathan Adams                                5,710,882
---------------------------------   -----------------------------------
  Anne Concannon                                2,323,071
---------------------------------   -----------------------------------
  Gerald Roth                                   1,209,933
---------------------------------   -----------------------------------
  Roth Financial Group                          1,451,919
---------------------------------   -----------------------------------
  Martha Ballog                                 96,795
---------------------------------   -----------------------------------
  Rubin Family                                  1,875,000
  Irrevocable Stock Trust
---------------------------------   -----------------------------------
  Joel Pensley                                  645,000
---------------------------------   -----------------------------------
  Guy Cohen                                     1,875,000
---------------------------------   -----------------------------------
                                                   EXHIBIT B

                                    FORM OF IRREVOCABLE PROXY

The undersigned, for consideration received, hereby constitutes and appoints Anthony G. Roth or Charles Lieppe
or another representative of Utix Group Inc. (fka Chantal Skin Care Corporation), a company incorporated
under the laws of the State of Delaware (the "COMPANY"), designated by it and each of them as my true and
lawful attorneys and proxies, with full power of substitution and resubstitution, and hereby authorizes each, for
and in its name, place and stead, to the same extent and with the same effect as the undersigned might or could
do under applicable law, rules or regulations, (i) to vote all shares of Common Stock of the Company owned by
the undersigned (the "SUBJECT SHARES") as of the date hereof at any meetings of stockholders of the
Company after the date hereof and at any adjournment or postponement thereof (each, a "COMPANY
MEETING") FOR approval and adoption of the stock option plan attached hereto as EXHIBIT C (the "Plan")
and AGAINST any action, approval or agreement that would compete with or materially impede, interfere with,
adversely affect or tend to discourage the Plan or inhibit the timely adoption of the Plan, including, without
limitation, any alternative plan, and (ii) to withhold consents with respect to such Subject Shares for any action,
approval or agreement that would compete with or materially impede, interfere with, adversely affect or tend to
discourage the Plan or inhibit the timely adoption of the Plan, including, without limitation, any alternative plan.
This proxy is coupled with an interest, revokes all prior proxies granted by the undersigned and is irrevocable
until such time as the Voting Agreement, dated as of November __, 2003, by and among certain stockholders of
the company, including the undersigned, and the Company terminates in accordance with its terms, at which time
this proxy shall expire.

Dated: November __, 2003


                                            (Signature of Stockholder)
EXHIBIT C

THE PLAN
                                                 EXHIBIT 3.6

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED
OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF
THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION.

NOVEMBER __, 2003

                                             UTIX GROUP, INC.

              WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No. W-________

For value received, this Warrant is hereby issued by Utix Group, Inc. (fka Chantal Skin Care Corporation), a
Delaware corporation (the "Company"), to ________________ (the "Holder"). Subject to the provisions of this
Warrant, the Company hereby grants to Holder the right to purchase from the Company ________ fully paid
and non-assessable shares of Common Stock, at a price of $[$0.207](1)
[$0.517](2) per share (the "Exercise Price").

The term "Common Stock" means the Common Stock, par value $0.001 per share, of the Company as
constituted on November __, 2003 (the "Base Date"). The number of shares of Common Stock to be received
upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as
"Warrant Stock."

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held,
subject to all of the conditions, limitations and provisions set forth herein.

1. EXERCISE OF WARRANT. Subject to the terms and conditions set forth herein, this Warrant may be
exercised in whole or in part, pursuant to the procedures provided below, at any time on or before the earlier of
(i) 5:00
p.m., Eastern time, on November __, 2008 (the "Expiration Date") or, if such day is a day on which banking
institutions in New York are authorized by law to close, then on the next succeeding day that shall not be such a
day. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal
office, with the Warrant Exercise Form attached hereto duly executed by the Holder and accompanied by
payment in cash, wire transfer or by check, payable to the order of the Company, of the aggregate Exercise Price
for the total aggregate number of shares for which this Warrant is exercised. Upon receipt by the Company of
this Warrant, together with the executed Warrant Exercise Form and payment of the Exercise Price for the shares
to be acquired, in proper form for exercise, and subject to the Holder's compliance with all requirements of this
Warrant for the exercise hereof, the Holder shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the
Holder; PROVIDED, HOWEVER, that no exercise of this Warrant shall be effective, and the Company shall
have no obligation to


(1) Applicable to the "A" Warrants and "B" Warrants

(2) Applicable to the "C" Warrants
issue any Common Stock to the Holder upon any attempted exercise of this Warrant, unless the Holder shall
have first delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate
representations so as to provide the Company reasonable assurances that the securities issuable upon exercise
may be issued without violation of the registration requirements of the Securities Act and applicable state
securities laws, including without limitation representations that the Holder is familiar with the Company and its
business and financial condition and has had an opportunity to ask questions and receive documents relating
thereto to his reasonable satisfaction.

2. NET ISSUE EXERCISE. Notwithstanding any provisions herein to the contrary, if the fair market value of
one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in
lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office
of the Company together with the properly endorsed Notice of Exercise and notice of such election in which
event the Company shall issue to the Holder a number of shares of Common Stock computed using the following
formula:

X = Y (A-B)

                                                        A

               Where        X = the number of shares of Common Stock to be issued to the
                            Holder

                            Y = the number of shares of Common Stock purchasable under
                            the Warrant or, if only a portion of the Warrant is being
                            exercised, the portion of the Warrant being canceled (at the
                            date of such calculation)

                            A = the fair market value of one share of the                 Company's
                            Common Stock (at the date of such calculation)

                            B = Exercise      Price   (as   adjusted    to   the   date   of   such
                            calculation)




3. RESERVATION OF SHARES. The Company will at all times reserve for issuance and delivery upon
exercise of this Warrant all shares of Common Stock from time to time receivable upon exercise of this Warrant.
All such shares shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid
and non-assessable and free of all preemptive rights.

4. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the Fair Market Value (as
defined below) of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for
upon any exercise of this Warrant.

5. FAIR MARKET VALUE. For purposes of this Warrant, the Fair Market Value of a share of Common Stock
shall be determined as of any date (the "Value Date") by the Company's Board of Directors in good faith;
provided, however, that where there exists a public market for the Company's Common Stock on the Value
Date, the fair market value per share shall be either:

(a) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on
such exchange or listed for trading on the NASDAQ system, the Fair Market Value shall be the last reported
sale price of the security on such exchange or system on the last business day prior to the Value Date or if no
such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or
system; or

(b) If the Common Stock is not so listed or so admitted to unlisted trading privileges, the Fair Market Value shall
be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last
business day prior to the Value Date.
6. ASSIGNMENT OR LOSS OF WARRANT. Subject to the transfer restrictions herein (including Section 9),
upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this

                                                     -2-
Warrant, and of reasonably satisfactory indemnification by the Holder, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver a replacement Warrant of like tenor and date.

7. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this
Warrant.

8. ADJUSTMENTS.

8.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time after the Base Date
subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, the
number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be
proportionately increased, and if the Company shall at any time after the Base Date combine the outstanding
shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of
Common Stock subject to this Warrant immediately prior to such combination shall be proportionately
decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this Section 8.1 shall be
effective at the close of business on the effective date of such subdivision or combination.

Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as
provided in this Section 8.1, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

8.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of any
reorganization of the Company after the Base Date or in case after such date the Company shall consolidate with
or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and
in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after
the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu
of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the
securities or property to which such Holder would have been entitled upon such consummation if such Holder
had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

8.3 CERTIFICATE AS TO ADJUSTMENTS. The adjustments provided in this Section 8 shall be interpreted
and applied by the Company in such a fashion so as to reasonably preserve the applicability and benefits of this
Warrant (but not to increase or diminish the benefits hereunder). In each case of an adjustment in the number of
shares of Common Stock receivable on the exercise of the Warrant, the Company at its expense will promptly
compute such adjustment in accordance with the terms of the Warrant [and prepare a certificate executed by two
executive officers of the Company setting forth such adjustment and showing in detail the facts upon which such
adjustment is based. The Company will forthwith mail a copy of each such certificate to each Holder].

8.4 NOTICES OF RECORD DATE, ETC. In the event that:

(a) the Company authorizes the granting to Common Stock holders of any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities; or

(b) the Company authorizes any capital reorganization of the Company, any reclassification of the capital stock of
the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance
of all or substantially all of the assets of the Company to another corporation or entity; or

                                                        -3-
(c) the Company authorizes any voluntary or involuntary dissolution, liquidation or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the holder of this Warrant at the
time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the
purpose of such right, and stating the amount and character of such right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take
place, and the time, if any is to be fixed, as to which the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be
mailed at least twenty (20) days prior to the date therein specified.

8.5 NO IMPAIRMENT. The Company will not, by any voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times
in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

9. TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant and any Warrant Stock may not
be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in
the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Stock may legally be
transferred without registration and without the delivery of a current prospectus under the Securities Act with
respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this
Section 9 with respect to any resale or other disposition of such securities; or
(b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to
such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees.

10. LEGEND. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise
of any of the Warrants and the issuance of any of the shares of Warrant Stock, all certificates representing shares
shall bear on the face thereof substantially the following legend:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as
amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered
pursuant to the provisions of that Act or unless an opinion of counsel to the Corporation is obtained stating that
such disposition is in compliance with an available exemption from such registration.

11. NOTICES. All notices required hereunder shall be in writing and shall be deemed given when telegraphed,
delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt
requested, to the Company or the Holder, as the case may be, for whom such notice is intended, if to the Holder,
at the address of such party shown on the books of the Company, or if to the Company, at the address set forth
on the signature page hereof, Attn: President, or at such other address of which the Company or the Holder has
been advised by notice hereunder.

12. APPLICABLE LAW. The Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of such
State.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate
name, by its duly authorized officer, all as of the day and year first above written.

                                                          -4-
UTIX GROUP, INC. (fka Chantal Skin Care Corporation)

By:
Name:


                                               Title:

                                               -5-
                                     WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to (i) exercise the within Warrant to purchase __________ shares of
the Common Stock of Utix Group, Inc. (fka Chantal Skin Care Corporation), a Delaware corporation, pursuant
to the provisions of Section 1 of the attached Warrant, and hereby makes payment of $__________ in payment
therefor, or (ii) exercise this Warrant for the purchase of _______ shares of Common Stock, pursuant to the
provisions of Section 2 of the attached Warrant. The undersigned's execution of this form constitutes the
undersigned's agreement to all the terms of the Warrant and to comply therewith.


Signature Print Name:


Signature, if jointly held

                                                Print Name:


                                                    Date

                                                     -6-
                                           ASSIGNMENT FORM

FOR VALUE RECEIVED_____________________________ ("Assignor") hereby sells, assigns and transfers
unto _______________________________ ("Assignee") all of Assignor's right, title and interest in, to and
under Warrant No. W-____ issued by Utix Group Inc. (fka Chantal Skin Care Corporation), dated
______________.

DATED:

                                                ASSIGNOR:


Signature Print Name:


Signature, if jointly held Print Name:

The undersigned agrees to all of the terms of the Warrant and to comply therewith.


Signature Print Name:


Signature, if jointly held Print Name:

                                                      -7-
                                                  EXHIBIT 3.7

                                      BUSINESS LOAN AGREEMENT
                                               JULY 2003

This Loan Agreement is made and entered into to be effective upon execution by and between Corporate Sports
Incentives, Inc. a New Hampshire Corporation, (the "Borrower") and _________________, (the "Lender"), as
follows:

1. LOAN AGREEMENT. The Borrower agrees to borrow from Lender, and the Lender agrees to lend to the
Borrower on the date hereof, subject to the terms and conditions set forth hereunder and in the Loan, hereinafter
described, the sum of $_____________ (the "Loan"). The maximum amount of the Loan shall be $1,000,000
with a minimum investment of $50,000 equaling one (1) unit

a. The Loan will be funded within ten (10) business days of execution of this Agreement. Funds will be placed in
a Merrill Lynch money market account.

2. Terms.

a. Interest Rate - The Loan shall bear interest at a rate of nine percent (9%) per annum. Interest will be paid
semi-annually.

b. Maturity date of July 15, 2006

c. Conversion - Lender may convert Loan to twenty percent (20%) (pro rata per $50,000 increments or 1.0%
per unit = est. 1.2 shares of 120 total outstanding post capitalization) of the Company at holder's request anytime
after July 15, 2004 through maturity date. Conversion pricing shall ratchet down in equal formulation with the sale
of any stock at a lower valuation prior to maturity date. Company has right to prepay loan with a thirty notice
with a 10% premium prior to July 15, 2004.

d. Security. The Loan shall be secured (the "Security Interest") by all of the assets of Borrower, including those
acquired after the date hereof (the "Collateral"), excluding selective receivable financing on bundled retail
products.

e. A Warrant to purchase one share (est. 0.83%) of Company for $50,000 shall be granted upon execution of
$50,000 unit loan. The Warrant expires July 15, 2008. In the event of a public merger the Warrant shall equate
to one share or 0.83% of the shares allocated to the existing Company shareholders on a fully diluted basis at the
time of merger.

3. REPRESENTATIONS. The Borrower represents and warrants to the Lender as follows:

a. Good Standing. Borrower is a corporation duly organized, validly existing, and in good standing under the laws
of the State of New Hampshire, dully authorized to conduct business and in good standing under the laws of each
jurisdiction where such qualification is material to the conduct of business.

b. Corporate Authority. The Borrower has full power and authority to enter into this Agreement, to borrow the
funds, to execute and delver the Loan,
and to incur the obligations provided for herein, all of which have been duly authorized by all proper and
necessary corporate action. No consent or approval of shareholders or of any public authority is required as a
condition to the validity of this Agreement.

c. Binding Agreement. This Agreement constitutes and the Loan when issued and delivered pursuant hereto for
value received shall constitute, the legal, valid, and binding obligation of the Borrower in accordance with its
terms subject to bankruptcy and insolvency laws and any other laws of general application affecting the rights and
remedies of creditors.

d. Collateral. Borrower has, and will have upon acquisition, good and marketable title to the collateral.

4. Affirmative Covenants. Until the payment in full of the Loan and performance of all obligations of the borrower
hereunder, unless otherwise indicated, the Borrower shall:

a. Taxes. Pay and discharge all taxes, assessments, and governmental charges upon it, its incomes, and its
properties prior to the date on which penalties are attached thereto, unless and to the extent only that such taxes
shall be contested in good faith and by appropriate proceedings by the Borrower.

b. Insurance. Maintain insurance with insurance companies acceptable to the Lender on such properties, in such
amounts and against such risks as is customarily maintained by similar businesses operating within the same
industry.

c. Maintenance. Maintain, preserve, and keep the Collateral in good repair and working order and condition

d. Notice of Claims. Notify Lender of any claims made or legal processes instituted against the properties or
other assets of Lender within Fifteen days of Borrower becoming aware of the existence of such claim or legal
process. Agree to diligently work to resolve, in an efficient and cost effective manner.

5. Negative Covenants. Until payment in full of the Loan and the performance of all other obligations of the
Borrower hereunder, the Borrower shall not, except with the prior written consent of the majority (51%) of the
Lenders:

a. Loans. Make loans or advances to a person, firm or corporation, except loans advances made in the ordinary
course of business.

b. Additional Borrowing and Guaranty. Borrower will not issue, incur or assume any indebtedness; nor become
liable, whether as an endorser, guarantor, surety, or otherwise, for any debt or obligation of any other person,
firm, or corporation beyond the acknowledged $1,000,000 Loan amount stated in this agreement and selective
receivable financing without prior written agreement from Lender.
6. Events of Default. The balance of all credit extensions hereunder to the Borrower shall become immediately
due and payable in full upon the occurrence of any one or more of the following events of default (the "Events of
Default"). In all instances below, Company has sixty (60) days to cure prior to default.

a. Non-payment of the interest or principal under the Loan more than thirty (30) business days after such
payment shall have become due and payable, whether at maturity or otherwise; or

b. Failure of a representation of Borrower to be true; or

c. Failure of Borrower to observe or perform any material term, covenant, or agreement contained in any other
paragraph of this agreement; or the dissolution, termination of existence, or business failure of the Borrower; or

d. The appointment of a custodian (including without limitation of a receiver or trustee) of any material part of the
property of the Borrower; or

e. Institution by or against the Borrower of any proceeding under any bankruptcy, arrangement, or
reorganization, insolvency, or similar law; or

f. The cessation of Borrower's business for more than thirty days

7. Assignment. No portion of the Loan shall be assignable to a third party without the expressed written consent
of the Borrower.

8. Miscellaneous

a. This agreement and all of the covenants, warranties, and representations of the Borrower and all powers and
rights of Lender hereunder shall be in addition to and cumulative of all other covenants, representations, and
warranties of Borrower and all other rights and powers of Lender contained in, or provided for in, any other
instrument or document now or hereafter executed and delivered by Borrower to or in favor of Lender. No delay
or failure on the part of Lender in the exercise of any power or right shall operate as a waiver thereof nor shall
any single or partial exercise of the same preclude any other or further exercise thereof or the exercise of any
other power or tight and the rights and remedies of Lender are cumulative to and not exclusive or remedies which
it would otherwise have. No waiver, consent or modification, or amendment shall be effective as against Lender
unless the same is in writing and signed by Lender. No such amendment, modification, wavier or consent shall
extend to or affect any obligation or right except to the extent expressly provided for therein. All computations
and determinations of the assets and liabilities of Borrower for the purpose of this Agreement shall be made in
accordance with generally accepted accounting principles consistently applied, except as may be otherwise
specifically provided herein. All communications and notices provided for herein shall be in writing and shall be
deemed to have been given when delivered personally
or when deposited in the U.S. mail by registered or certified postage prepaid, addressed to the parties at the
address beside their names below.

b. Borrower agrees to pay and reimburse Lender for all expenses and damages paid or incurred by Lender,
including court costs and reasonable attorney's fees, arising out of a default hereunder and/or the collection of the
Loan or any other liability, or in preserving or protecting the right of Lender hereunder or with respect to any
collateral or security for the Loan or other liabilities including all of the foregoing incurred in any bankruptcy
arrangement, or reorganization proceeding involving Borrower. Any or all indebtedness owing by Lender to
Borrower may at any time without notice or demand be offset and applied to any indebtedness or liability of
Borrower to Lender, whether or not the due. c. This agreement shall be binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Lender and the benefit of its successors and assigns
including any subsequent holder or holders of the Note or any interest therein

d. Borrower herby expressly waives any presentment, demand, protest or other notice of any kind

9. Governing Law. The laws of the State of New Hampshire shall govern this agreement.

10. Survivability Should any portion of this agreement be voided by a court of competent jurisdiction all remaining
clauses in the Agreement shall remain in full force and effect

11. Executed at on the day and year first above written. This Agreement may be executed in any number of
counterparts, each constituting an original, but altogether one agreement. A facsimile or other copy of this
Agreement shall be considered as, having the same effect and be equivalent to an original signed document.

Borrower: Corporate Sports Incentives, Inc.

By: ________________________
Anthony G. Roth Date
Its: President and CEO

Lender:

By: _____________________________

Name: _______________________ Date

SSN: _________________
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR
(II) UTIX GROUP, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
UTIX GROUP, INC. THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF
APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

No. ___ $___________

                                              UTIX GROUP, INC.

                                  CONVERTIBLE PROMISSORY NOTE

                                               November 13, 2003

Utix Group, Inc., a Delaware corporation formerly known as Chantal Skin Care Corporation (the "Company")
with an address at 170 Cambridge Street, Burlington, MA 01803-2933, for value received hereby promises to
pay to _______________ (the "Holder"), or its registered assigns, the sum of _________________ Dollars
($______), or such lesser amount as shall then be outstanding hereunder. The principal amount hereof and any
unpaid accrued interest hereon, as set forth below, shall be due and payable on the earlier to occur of (i)
_______, 2006, or (ii) when declared due and payable by the Holder upon the occurrence of an Event of
Default (as defined below) (the "Maturity Date"). Payment for all amounts due hereunder shall be made by mail to
the registered address of the Holder. This Note is issued pursuant to Section 1.01 of the Share Exchange
Agreement, dated as of October 31, 2003, by and among the Company, Corporate Sports Incentives, Inc., a
New Hampshire corporation ("CSI"), Joel Pensley, an individual, and the stockholders of CSI (the "Share
Exchange Agreement"), in which it was agreed that each of the lenders, including the Holder, under the Business
Loan Agreement with CSI dated as of July 2003, as the same may from time to time be amended, modified or
supplemented (the "Loan Agreement") shall cancel the debt owed to such lender by CSI under the Loan
Agreement in exchange for the issuance of a note by the Company for their respective loan amounts. By
accepting this Note, the Holder acknowledges and agrees that the debt owed by CSI to such Holder under the
Loan Agreement is cancelled. Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Loan Agreement.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is
subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. DEFINITIONS. As used in this Note, the following terms, unless the context otherwise requires, have the
following meanings:

(i) "Company" includes any corporation which shall succeed to or assume the obligations of the Company under
this Note.

(ii) "Holder," when the context refers to a holder of this Note, shall mean any person who shall at the time be the
registered holder of this Note.
2. INTEREST. The Company shall pay interest at the rate of nine percent (9%) per annum (the "Interest Rate")
on the principal of this Note outstanding during the period beginning on the date of issuance of this Note and
ending on the date that the principal amount of this Note becomes due and payable. Said interest shall be paid
semi-annually in arrears until all outstanding principal and interest on this Note shall have been paid in full.

3. EVENTS OF DEFAULT. If any of the events specified in this
Section 3 shall occur (herein individually referred to as an "Event of Default"), the Holder of the Note may, so
long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and
payable. In all instances below, the Company or CSI, as guarantor (the "Guarantor"), as applicable, has sixty
(60) days to cure.

(i) Default in the payment of the principal and unpaid accrued interest of this Note when due and payable,
whether at maturity or otherwise;

(ii) Failure of a representation of the Company in the Loan Agreement to be true;

(iii) The dissolution, termination of existence, or business failure of the Company or the Guarantor;

(iv) The institution by the Company or the Guarantor of proceedings to be adjudicated as bankrupt or insolvent,
or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition
or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable
federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver,
liquidator, assignee, trustee or other similar official of the Company or the Guarantor, as applicable, or of any
substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of
corporate action by the Company or the Guarantor in furtherance of any such action; or

(v) If, within sixty (60) days after the commencement of an action against the Company or the Guarantor (and
service of process in connection therewith on the Company or the Guarantor) seeking any bankruptcy,
insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or
regulation, such action shall not have been resolved in favor of the Company or the Guarantor, as applicable, or
all orders or proceedings thereunder affecting the operations or the business of the Company or the Guarantor, as
applicable, stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty
(60) days after the appointment without the consent or acquiescence of the Company or the Guarantor, as
applicable, of any trustee, receiver or liquidator of the Company or the Guarantor, as applicable, or of all or any
substantial part of the properties of the Company, or the Guarantor, as applicable, such appointment shall not
have been vacated; or

(vi) The cessation of the Company's or Guarantor's business for more than thirty (30) days.

4. GUARANTEE. The indebtedness evidenced by this Note is unconditionally guaranteed by the Guarantor.

5. CONVERSION.

5.1 VOLUNTARY CONVERSION. The Holder of this Note has the right, at the Holder's option, after
December 31, 2004, to convert this Note, in accordance with the provisions of Section 5.3 hereof, in whole or in
part, into fully paid and nonassessable shares of Common Stock of the Company (the "Common Stock"). The
number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be
determined by multiplying the principal amount of the Note by the Conversion Price (as defined below). The
Conversion Price shall be equal to (A) the quotient of (x) 1.2 divided by (y) 50,000 multiplied by (B)
96,794.609.
5.2 CONVERSION PROCEDURE.

5.2.1 NOTICE OF CONVERSION. Before the Holder shall be entitled to convert this Note into shares of
Common Stock, it shall surrender this Note at the principal office of the Company and shall give written notice by
mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same
pursuant to Section 5.1, and shall state therein the name or names in which the certificate or certificates for shares
of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at
such office to the Holder of this Note a certificate or certificates for the number of shares of Common Stock to
which the Holder of this Note shall be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of this Note, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of Common Stock as of such date.

5.3 DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after the conversion of this Note,
the Company at its expense will issue and deliver to the Holder of this Note a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion.

5.4 MECHANICS AND EFFECT OF CONVERSION. No fractional shares of Common Stock shall be
issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the
conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal that is not so
converted, such payment to be in the form as provided below. Upon the conversion of this Note pursuant to
Section 5.1 above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company.
At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such
principal office a certificate or certificates for the number of shares of such Common Stock which the Holder shall
be entitled upon such conversion (bearing such legends as are required by the Loan Agreement and applicable
state and federal securities laws in the opinion of counsel to the Company), together with any other securities and
property to which the Holder is entitled upon such conversion under the terms of this Note, including a check
payable to the Holder for any cash amounts payable as described above. Upon conversion of this Note, the
Company shall be forever released from all of its obligations and liabilities under this Note.

6. CONVERSION PRICE ADJUSTMENTS.

6.2 ADJUSTMENTS FOR STOCK SPLITS AND SUBDIVISIONS. In the event the Company should at any
time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock
Equivalents, then, as of such record date (or the date of such dividend distribution, split or subdivision if no
record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of
shares of Common Stock issuable upon conversion of this Note shall be increased in proportion to such increase
of outstanding shares.

6.3 ADJUSTMENTS FOR REVERSE STOCK SPLITS. If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the Conversion Price for this Note shall be
appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be
decreased in proportion to such decrease in outstanding shares.

6.3 NOTICES OF RECORD DATE, ETC. In the event of:

6.3.1 Any taking by the Company of a record of the holders of any class of securities of the Company for the
purpose of determining the holders thereof who are entitled to any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to receive any other right; or
6.3.2 Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all of the assets of the Company to any other person or any
consolidation or merger involving the Company; or

6.3.3 Any voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company will
mail to the holder of this Note at least ten (10) business days prior to the earliest date specified therein, a notice
specifying:

6.3.3.1 The date on which any such record is to be taken for the purpose of such right, and the amount and
character of such right; and

6.3.3.2 The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective and the record date for determining stockholders
entitled to vote thereon.

6.4 RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the Note such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this
Note, in addition to such other remedies as shall be available to the holder of this Note, the Company will use its
best efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such
purposes.

7. TREATMENT OF NOTE. To the extent permitted by generally accepted accounting principles, the Company
will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any
returns filed with federal, state or local tax authorities.

8. NO STOCKHOLDER RIGHTS. Nothing contained in this Note shall be construed as conferring upon the
Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of
meetings of stockholders for the election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company; and no interest shall be payable or accrued in respect of the
Conversion Shares obtainable hereunder until, and only to the extent that, this Note shall have been converted.

9. PREPAYMENT. Prior to ________, 2004, this Note may be prepaid by the Company upon thirty (30) days'
prior written notice to the Holder, in whole or in part, by paying a ten percent (10%) premium.

10. ASSIGNMENT. Subject to the restrictions on transfer described in Section 12 below, the rights and
obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

11. WAIVER AND AMENDMENT. Any provision of this Note may be amended, waived or modified upon
the written consent of the Company and the holders of at least a majority of the face amount of all then
outstanding Notes issued pursuant to the Loan Agreement.

12. TRANSFER OF THIS NOTE. With respect to any offer, sale or other disposition of this Note, the Holder
will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a
written opinion of such Holder's counsel reasonably acceptable to the Company, to the effect that such offer, sale
or other distribution may be effected without registration or qualification (under any federal
or state law then in effect). Promptly upon receiving such written notice and reasonably satisfactory opinion, if so
requested, the Company shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all
in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant
to this Section 12 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the
Company shall so notify the Holder promptly after such determination has been made. Each Note thus
transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of
counsel for the Company such legend is not required. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

13. NOTICES. Any notice, request or other communication required or permitted hereunder shall be in writing
and shall be deemed to have been duly given on the date of service if personally served on the party to whom
such notice is to be given, on the date of transmittal of service via telecopy to the party to whom notice is to be
given (with a confirming copy delivered within 24 hours thereafter), or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered or certified mail, postage prepaid, or via a
recognized overnight courier providing a receipt for delivery and properly addressed at the respective addresses
of the parties as set forth herein. Any party hereto may by notice so given change its address for future notice
hereunder.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, excluding that body of law relating to conflict of laws.

15. HEADING; REFERENCES. All headings used herein are used for convenience only and shall not be used
to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this _____ day of November,
2003.

UTIX GROUP, INC. (fka Chantal Skin Care Corporation)

By:
Name:
Title:

Name of Holder:

Address:
                                                  EXHIBIT A

                                        NOTICE OF CONVERSION

                                 (To Be Signed Only Upon Conversion of Note)

The undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of
Common Stock of UTIX GROUP, INC., or its successor-in-interest, to the extent of $__________ unpaid
principal amount of such Note, and requests that the certificates for such shares be issued in the name of, and
delivered to, _____________, whose address is

Dated:


(Signature must conform in all respects to name of holder as specified on the face of the Note)


                                                    (Address)
EXHIBIT 6.1

                                           SERVICES AGREEMENT

This Services Agreement (the "Agreement") is entered into effective April 1, 2003 (the "Effective Date") between
WILDCARD SYSTEMS, INC., a Florida corporation ("WildCard") and CORPORATE SPORTS
INCENTIVES, INC., a New Hampshire corporation ("Client"), each a "Party" and collectively, the "Parties".

                                                    RECITALS

A. Client desires to offer Transaction Card Programs to its Customers.

B. Client desires that WildCard providd Client with certain data processing and related services in connection
with Client's Transaction Card Programs, and WildCard desires to perform certain data processing and related
services to Client in connection with Client's Transaction Card Programs, on the terms and conditions described
in this Agreement.

WildCard and Client agree as follows:

1. DEFINITIONS

1.1 DEFINED TERMS. The following capitalized terms shall have the meanings given to them below when used
in this Agreement:

"AAA" is defined in Section 11.3(a) of this Agreement.

"Acceptance Period" is defined in Section 3.4 of this Agreement

"Affiliate" is defined in Section 13.5 of this Agreement.

"Agreement" shall mean this Service Agreement as amended from time to time including any Schedules attached
hereto and Program Schedules which are entered into between the Parties from time to time during the term
hereof.

                   "Arbitration     Demand"    is   defined   in   Section   11.3(b)   of   this
                   Agreement.

                   "Arbitration      Panel"    is   defined   in   Section   11.3(b)   of   this
                   Agreement.




"Associations" means, collectively, Discover, Visa, MasterCard, and the ATM/POS Networks.

"ATM/POS Networks" means the [AFFN, American Express, Cash Station, Cirrus, COOP, CU24, Electron,
Explore, Honor, Interlink, MAC, Maestro, Member Access, NYCE, Plus, Pulse, STAR, The Exchange, and
TransAlliance] ATM or POS networks, and such other ATM or POS networks as may be specified by
WildCard and Client from time to time under this Agreement.
"Basic Qualifications" is defined in Section 11.3(b) of this Agreement.

"Breach Notice" is defined in Section 12.2 of this Agreement.

"Breaching Party" is defined in Section 12.2 of this Agreement.

"Cardholder" means an individual or Entity which has established a Cardholder Account with the Issuing Bank
through Client.

"Cardholder Account" means an arrangement between a Customer and the Issuing Bank, through which the
Issuing Bank provides the Customer with the right to use one or more Transaction Cards issued through the
Issuing Bank.

"Cardholder Data" means all personally identifiable information regarding a Cardholder, the Cardholder Accounts
and transactions a Cardholder makes with a Transaction Card.

"Charges" are defined in Section 4.1 of this Agreement.

"Client Content" shall mean all text, pictures, sound, graphics, video and other data supplied by Client to
WildCard pursuant to this Agreement, whether such materials are owned by Client or licensed for use by Client,
as such materials may be modified from time to time for use on the Web Site.

"Client Data" shall mean any data or information of Client that is provided to or obtained by WildCard in the
perfonnance of its obligations under this Agreement, including data and information with respect to the businesses,
customers, operations, facilities, products, consumer markets, assets, and finances of Client.

"Client Marks" shall mean the trademarks, service marks, trade names, logos and other commercial and product
designations of Client identified by Client for use on the Web Site.

"Client Obligations" means those obligations of Client as specified in
Section 3 of this Agreement.

"Confidential Information" is defined in Section 6.1 of this Agreement.

"Customer" means an individual or Entity that has a business relationship with Client"

"Discover" means NOVUS Services, Inc.

"Dispute" is defined in Section 11.1 of this Agreement.

"Disputing Party" is defined in Section 11.3 (a) of this Agreement.

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"Domain Name" shall mean the alphanumeric name that is selected by Client for a particular computer system that
is used by the Internet to identify that system, as designated in the Program Schedules.

"Entity" means a corporation, partnership, sole proprietorship, joint venture, or other form of organization.

"Excusable Delay" is defined in Section 10.1 of this Agreement.

"Funding Payment" shall mean the payment instruction and amount for the initial load or Reload of a Transaction
Card. The total of all Funding Payments for a given banking day or other mutually agreed upon settlement
pen16d shall be debited by WildCard from a demand deposit account specified by Client and credited to the
Proceeds Account.

"Governmental Requirements" means collectively all statutes, codes, ordinances, laws, regulations, rules, orders
and decrees of all governmental authorities (including without limitation federal, state and local governments,
governmental agencies and quasi-governmental agencies) having jurisdiction over a Party.

"Intellectual Property Rights" shall mean any and all (by whatever name or term known or designated) tangible
and intangible and now known or hereafter existing (a) rights associated with works of authorship throughout the
universe, including but not limited to copyrights, moral rights, and mask-works,
(b) trademark and trade name rights and similar rights, (c) trade secret rights,
(d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property
rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights
and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all
registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter
in force (including any rights in any of the foregoing).

"Issuing Bank" means a financial institution which is a card issuing member of Discover, MasterCard, Visa or an
ATM/POS Network, which has agreed to sponsor the Transaction Card Program with the Association and to
issue the Transaction Cards.

"MasterCard" means MasterCard International Incorporated or its successors or assigns.

"Non-Breaching Party" is defined in Section 12.2 of this Agreement.

"Operating Rules" means, collectively, the regulations and procedures issued by Discover, MasterCard, Visa, the
ATM/POS Networks, and the Issuing Bank, as amended from time to time.

"Original Term" is defined in the Program Schedule for each Transaction Card Program.

"Proceeds Account" shall mean a commercial demand deposit account maintained by WildCard into which
disbursement is originated by the WildCard from Client's commercial demand deposit account, from time to time
for remittal of Transaction Card Funding Payments

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pending disbursement by WILDCARD TO THE SETTLEMENT Account, to settle transactions with the
Associations.

"Processing Year" is defined in each Program Schedule.

"Program Schedule" is defined in Section 2.1 of this Agreement.

"Reload" means any addition of value to a Transaction Card, after the initial load, accomplished by WildCard
credit to the associated Transaction Card account, with a corresponding increase in the Transaction Card
balance.

"Renewal Term" is defined in each Program Schedule.

"Scheduled Start-Up Date" is defined in Section 2.3(a) of this Agreement.

"Settlement Account" shall mean that bank account established by WildCard for settlement of Transaction Card
transactions with the Associations.

"Service Change" is defined in Section 2.2 of this Agreement.

"Services" means the services to be performed by WildCard on behalf of Client, as outlined on the Program
Schedules which are entered into by the Parties from time to time during the term of this Agreement, as the same
may be amended from time to time.

"Start-Up" means the preparation of the WildCard System for the set-up of Client Data relating to new
Transaction Card Programs offered by Client.

"Taxes" is defined in Section 4.3 of this Agreement.

"Transaction Card" means a valid and unexpired host based stored value card issued through the Issuing Bank,
and bearing the symbols of one or more of Discover, MasterCard, Visa or the ATM/POS Networks.

"Transaction Card Program" means a program initiated by Client pursuant to which the Issuing Bank will provide
Transaction Cards to the Cardholders.

"Visa" means, individually or collectively, as appropriate, Visa U.S.A. Inc. or Visa International or either of their
successors or assigns.

"Web Site" shall mean the electronic, publicly viewable computer screen depictions of the WildCard System, the
WildCard Content, the Client Content and the Client Marks.

"Web Site Specifications" shall mean the technical, aesthetic and functional requirements for the Web Site, as set
forth in the applicable Program Schedule.

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"WildCard Content" shall mean all text, pictures, sound, graphics, video and other data, exclusive of the Client
Content, provided by WildCard for use on the Web Site, whether such materials are owned by WildCard or
licensed for use by WildCard, as such materials may be .modified from time to time.

"WildCard System" means the computer equipment, computer software and related equipment and
documentation used at any time and from time to time by WildCard to provide the services contemplated by this
Agreement.

1.2 OTHER TERMS. The terms defined in Section 1.1 include the plural as well as the singular. Unless
otherwise expressly stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular section, subsection or other subdivision. The words
"include" and "including" shall not be construed as terms of limitation. The word "or" shall mean "and/or" unless
the context requires otherwise. The words "day," "month," and "year" mean, respectively, calendar day, calendar
month and calendar year. Other terms used in this Agreement are defined in the context in which they are used
and shall have the meanings there indicated.

2. PROVISION OF SERVICES

2.1 SCOPE OF SERVICES. In support of Client's Transaction Card Programs, Client desires for WildCard to
provide certain processing and related services to Client, and WildCard desires to provide such services to
Client. This Agreement sets forth the general terms and conditions applicable to Transaction Card processing
services which may be provided by WildCard to Client from time to time during the terns. During the term and
subject to the terms and conditions contained herein, WildCard agrees to provide Client the Services, as
described in program schedules which are executed and delivered by the Parties from time to time during the
term of this Agreement (the "Program Schedules"). The general format of a Program Schedule is set forth in
Schedule A to this Agreement. As Client proposes to offer additional Transaction Card Programs, Client and
WildCard shall use good faith efforts to enter into a Program Schedule which will describe the Services that
WildCard will provide to Client in support of such Transaction Card Program. Detailed procedures and practices
to be followed while performing the Services shall be as set forth in a Program Schedule. The Program Schedule
shall further specify the term during which the Services shall be provided by WildCard, the commencement date
for the performance of the Services, the fees payable for such Services, specifications applicable to the
Transaction Card Program, and other applicable terms. WildCard shall not be responsible for rendering of
Services under new Transaction Card Programs until a Program Schedule for such Transaction Card Program
has been executed by the authorized representatives of the Parties.

2.2 CHANGE IN SCOPE OF SERVICES. Client or WildCard may deem it necessary or appropriate from
time to time to add other services or increase, reduce, or change the Services under one or more Transaction
Card Programs (a "Service Change"). Either Party may make a proposal for a Service Change, whereupon the
Parties shall mutually evaluate feasibility, manner and timing for implementation, impact on pricing, impact on
performance requirements and all other relevant matters. A Service Change shall not be implemented unless and
until the Service

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Change is approved by both Parties. If the Service Change is approved by the Parties, the Service Change shall
be implemented by WildCard as expeditiously as possible. An approved Service Change shall be set forth in a
written amendment to the applicable Program Schedule, which amendment shall be signed by authorized
representatives of the Parties.

2.3 START-UP.

(a) WildCard shall provide, subject to any applicable approvals of the Associations and the Issuing Bank (as
required), for completion of the Start-Up on the date specified in the applicable Program Schedule, or at such
other date as may a date to be mutually agreed upon by WildCard and Client (the "Scheduled Start-Up Date").
To the extent that WildCard and Client mutually agree, the Scheduled Start-Up Date may be modified from time
to time prior to Start-Up.

(b) Client will (i) use all reasonable resources, including the assignment of adequate personnel to assure timely
performance of those functions required of Client under the Start-Up, and (ii) cooperate with WildCard so as to
enable Start-Up to be completed on or before the Scheduled Start-Up Date.

(c) WildCard will use all reasonable resources, including the assignment of adequate personnel to assure timely
performance of those functions required of WildCard under the Start-Up so as to enable Start-Up to be
completed on or by the Scheduled Start-Up Date.

(d) With respect to each Program Schedule, following the successful completion of the Start-Up, Client agrees to
pay the Start-Up Fee as provided for in the Program Schedule. In addition, each Party shall be responsible for
and pay all costs and expenses incurred by it in connection with the Start-Up.

2.4 DOMAIN NAME. WildCard shall cooperate with Client in securing the Domain Name; provided that Client
first engages in an appropriate trademark search in order to establish that the Domain Name proposed by Client
shall not infringe upon the trademark, service mark, name or logo of any third party. Client shall reimburse
WildCard for all fees and charges actually incurred by WildCard in providing such service and registering the
Domain Name with the appropriate registration authority. Client shall own all right, title and interest in and to the
Domain Name and all Intellectual Property Rights related thereto.

2.5 SERVICE STANDARDS.

(a) WildCard represents and warrants that the Services shall be rendered with promptness and diligence and shall
be executed in a workmanlike manner in accordance with the service standards set forth in Schedule D.

(b) If WildCard fails to provide Services in accordance with the service standards and this Agreement, WildCard
shall (i) promptly investigate and report on the causes of the problem; (ii) provide a root cause analysis of such
failure as soon as practicable, after such failure or Client's request
(iii) initiate remedial action to correct the problem and to begin

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meeting the service standards as soon as practicable; and (iv) advise Client, as and to the extent requested by
Client, of the status of remedial efforts being undertaken.with respect to such problem and, within five (5)
business days, provide Client reasonable evidence that the causes of such problem have been or will be
corrected on a permanent basis.

(c) WildCard shall implement measurement and monitoring tools and metrics as well as standard reporting
procedures to measure and report WildCard's performance of the Services against the applicable service
standards, and provide monthly reports with respect to attaining the service standards. WildCard also shall
provide Client with information and access to the measurement and monitoring tools and procedures utilized by
WildCard for purposes of audit verification.

2.6 REPORTS. WildCard shall provide to Client the reports described in a Program Schedule at the frequencies
provided therein. In addition, from time to time, Client may identify additional reports to be generated by
WildCard and delivered to Client on an ad hoc or periodic basis. To the extent WildCard must dedicate
significant labor or resources to the preparation of additional reports that can only be manually generated or to
the implementation of system changes to permit such reports to be electronically generated, Client shall reimburse
WildCard at WildCard's standard time and material rates for costs incurred by WildCard in connection
therewith.

2.7 FRAUD MANAGEMENT/FRAUD DETECTION SERVICES. For each Program Schedule entered into
by Client, Client shall have the option of electing to receive the Fraud Management/Fraud Detection Services,
which services shall consist of those services described in each Program Schedule and Attachment A thereto.
The Charges for the Fraud Management/Fraud Detection Services are set forth in Schedule B.

3. CLIENT OBLIGATIONS

3.1 COOPERATION. Client will cooperate with WildCard in the performance of Client's activities
contemplated by this Agreement by, among other things, making available, as reasonably requested by
WildCard, such volume and other forecasts, updated information, management decisions and approvals so that
WildCard may fulfill its obligations under this Agreement in a timely and efficient manner.

3.2 EXCLUSIVITY. Client shall ensure that WildCard shall be the sole provider of the Services to Client. Client
will not discontinue or reduce all or any part of the Services for any reason, including, without limitation, the
provision of any of such Services itself or to obtaining any of such Services from a third party.

3.3 CLIENT CONTENT. Client will deliver to WildCard, in the format(s) specified by WildCard, all Client
Content that Client intends for WildCard to incorporate into the Web Site. Client shall bear all costs associated
with the telecommunications and computer hardware, software and services necessary to generate the Client
Content and deliver it to WildCard.

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3.4 SHADOW SITE; ACCEPTANCE. WildCard shall make available the final version of the Web Site on a
password protected server for Client's review and acceptance. Client shall have fifteen (15) days to review and
evaluate the Web Site (the "Acceptance Period") to ensure that it meets the Web Site Specifications. In the event
that Client rejects the Web Site during the Acceptance Period, Client shall promptly notify WildCard in writing of
such rejection, setting forth in detail the basis for such rejection, and WildCard shall use commercially reasonable
efforts to correct any deficiencies or nonconformities and resubmit the rejected items within thirty (30) days of
receipt of notice of rejection for retesting by Client.

3.5 CONTENT CONTROL. Client will be solely responsible for creating, managing, reviewing and otherwise
controlling the Client Content on the Web Site. Client acknowledges that, by only providing Client with the ability
to publish and distribute the Client Content, WildCard is acting as a passive conduit for the distribution and
publishing of the Client Content. WildCard has no obligation to Client, and undertakes no responsibility, to
review the Client Content to determine whether any the Client Content may incur liability to third parties.
Notwithstanding anything to the contrary herein, if WildCard reasonably believes that any Client Content may
create liability for WildCard, Client agrees that WildCard may, upon prior notice to Client, take any actions
reasonably necessary with respect to the Web Site that WildCard believes are prudent or necessary to minimize
or eliminate WildCard's potential liability.

3.6 CLIENT LICENSE. Client hereby grants to WildCard a non-exclusive, royalty free, worldwide license to
use the Client Content solely in connection with performing the Services described herein and otherwise carrying
out its obligations hereunder, including without limitation, the right to distribute, reproduce, create derivative
works of, publicly perform, publicly display and digitally perform the Client Content in and on the Web Site.

3.7 CLIENT MARKS. Subject to the terms and conditions of this Agreement, Client hereby grants to WildCard
a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use the Client Marks on the Web
Site and in other materials which are prepared by WildCard in support of Client's Transaction Card Programs.
Client may terminate WildCard's right to use the Client Marks, in whole or in part, if the usage of such Client
Marks does not comply with Client's then-current standards for use of such Client Marks; provided, Client has
provided WildCard with written notice of such non-compliance and WildCard has failed to correct such non-
compliance within thirty (30) days following receipt of such notice. Except as set forth above, neither Party may
use the other Party's trademarks, service marks, trade names, logos, or other commercial or product designations
for any purpose whatsoever without the prior written consent of the Party owning such marks.

3.8 ESTABLISHMENT OF ACCOUNTS. WildCard will establish and maintain the Proceeds Account at the
Issuing Bank. Client agrees to establish and maintain, in a commercial demand deposit account at a financial
institution designated by Client, sufficient funds to cover the aggregate amount of all Funding Payments for
Transaction Cards issued through Client. On each banking business day, WildCard will initiate an ACH
transaction debiting from the commercial demand deposit account specified by Client an amount equal to the
aggregate Funding Payments on all Transaction Cards occurring since the previous banking business day for
credit to the Proceeds Account. Client agrees to execute and deliver any documents

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reasonably requested by WildCard for the purpose of obtaining the privilege of making debits and credits and
information inquiry to, from, and concerning Client's specified commercial demand deposit account.

3.9 APPOINTMENT OF AGENT. Client hereby appoints WildCard as its agent and authorizes WildCard to
make any payment to Client or to collect any amount due and owing by Client from time to time pursuant to this
Agreement by initiating and transmitting automatic credit and debit entries to the commercial demand deposit
account specified by Client and the Proceeds Account. This authority shall remain in full force and effect until
WildCard has received written notification from Client of its termination of this Agreement in such time and in
such a manner to afford WildCard a reasonable opportunity to act upon such notice. In the event of termination
of this Agreement, such revocation of authority shall not be effective until Client has paid all amounts due under
this Agreement.

3.10 FAILURE TO MAINTAIN SUFFICIENT FUNDS. Provided WildCard has given Client prior notice of a
deficiency by noon Eastern time, if WildCard has not received any Funding Payment from Client by 3:00 p.m.
Eastern time, on the date such Funding Payment was due, WildCard will have the right to refuse to activate new
Transaction Cards or to provide Reloads on existing Transaction Cards in an amount equal to the shortfall,
without incurring any liability to Client, until such time as the Proceeds Account is properly funded. In addition to
the foregoing, WildCard may take such actions as deemed reasonable to protect WildCard from any loss arising
from Client's inability to maintain sufficient funds to properly fund the Proceeds Account.

3.11 RESPONSIBILITY FOR GOOD FUNDS. Client shall be responsible for the collection of "good funds"
from Cardholders in connection with all Funding Payments for Transaction Cards. By way of example, and not in
limitation of the foregoing, Client shall be responsible for (a) any chargeback initiated through any card
association where the Funding Payment involved the use of a credit card; (b) any return entries or adjustment
entries initiated through any funds transfer systems where the Funding Payment involved an electronic funds
transfer; and (c) any dishonored items where the Funding Payment involved the use of a check or draft.

3.12 COLLECTION DISCLOSURE. In the event of transactions exceeding the limit applicable to a
Cardholder's Transaction Card, caused by some act other than a failure of WildCard's System, Client shall be
liable for any transaction responsible for such overdraft or negative balance. As a service offering, WildCard may
be employed to use reasonable commercial efforts to recover the funds, utilizing chargeback procedures as
authorized by the Associations, if appropriate and necessary. WildCard will provide the Associations with
instructions that there will be no stand-in authorization for the Transaction Cards. Client acknowledges that under
the provisions of the Operating Rules, certain types of transactions, including but not limited to certain sales in
foreign countries, will be permitted without specific authorization from the Associations or by WildCard. Client
acknowledges liability for such transactions by Cardholders, subject to the remaining provisions of this
Agreement.

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3.13 OTHER CLIENT RESPONSIBILITIES. Client shall perform the additional obligations identified in
Program Schedules which are entered into by the Parties pursuant to this Agreement.

4. PAYMENT FOR SERVICES

4.1. FEES AND EXPENSES. Client shall pay WildCard the fees and expenses described in a Program
Schedule (the "Charges") for the Services. Unless otherwise provided in a Program Schedule, the Charges
applicable to the performance of Services under a Program Schedule shall be as agreed upon between the
Parties.

4.2 PAYMENT. To facilitate the payment of Charges and any other fee, tax, interest payment or amount due or
payable to WildCard under this Agreement, Client will provide WildCard with access to a bank account of
Client's funds not requiring signature and will notify WildCard of the demand deposit account number and transit
routing number for the account. WildCard may, on a monthly basis, draw upon the bank account to pay Charges,
fees, taxes, interest payments or any other amount due or payable to WildCard under the terms of this
Agreement for Services performed during the preceding month. The detailed records of the amounts drawn on
the account of Client will be provided by WildCard to Client on a monthly basis prior to each such monthly draft.
WildCard shall be under no obligation to effect the StartUp until the account has been established as provided
herein. If any Charges are not paid when due, a late charge of 1 %% per month or the highest late charge
allowed by governing law, whichever is less, shall apply to such unpaid amounts from the due date until paid in
full.

4.3 TAXES. The Charges do not include any taxes, duties or other governmental charges (collectively "Taxes"),
such as but not limited to sales, use, excise, and value added taxes. Client shall pay all Taxes levied or imposed
by any governmental authority in connection with the Services, but excluding taxes which are imposed on
WildCard's net income.

4.4 GOOD FAITH DISPUTE. If Client in good faith disputes all or any portion of the Charges, Client shall
notify WildCard as soon as possible (and in any event no later than the due date of the payment) of the specific
amount disputed and shall provide reasonable detail as to the basis for the dispute. The Parties shall then attempt
to resolve the disputed portion of such Charges as soon as possible in accordance with the dispute resolution
procedures in
Section 11.

5. COVENANTS OF PARTIES

5.1 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS AND OPERATING RULES.

(a) WildCard shall comply in all material respects with all Governmental Requirements and the Operating Rules
which are applicable to WildCard's provision of the Services and WildCard's other responsibilities under this
Agreement, including without limitation securing any licenses, permits, registrations or other authorizations from
such governmental authorities as WildCard may need in order to provide the Services and carry out WildCard's
other responsibilities under this Agreement. Client shall comply in all material respects with all Governmental
Requirements and the Operating Rules which are applicable to

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Client's business and Client's other responsibilities under this Agreement, including without limitation securing any
licenses, permits, registrations or other authorizations from such governmental authorities as Client may need in
order to carry out the Client Obligations under this Agreement.

(b) Client acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to
the operation of its business and Transaction Card operations and interpreting applicable Governmental
Requirements, determining the requirements for compliance with all applicable Governmental Requirements, and
maintaining an ongoing compliance program. Client acknowledges that WildCard provides transaction card
processing services to financial institutions and other Entities chartered and regulated by various state and federal
agencies and non-financial institutions subject to different regulatory oversight such that WildCard cannot
reasonably be expected to monitor or interpret the Governmental Requirements applicable to its diverse customer
base, or provide compliance services to customers with respect to such Governmental Requirements.
Consequently, Client agrees that WildCard has no responsibility to monitor or interpret Governmental
Requirements applicable to Client's business, or to monitor or review the terms and conditions of Client's
Transaction Card programs or Client's selection of system options and programming, or to assure that Client's
selection of any system option or programming (either alone or acting in conjunction with other system options
and programming selected by Client) is consistent with Governmental Requirements applicable to Client, or the
terms and conditions of Client's Transaction Card agreements with, or disclosure to, the Cardholders.

(c) WildCard shall be entitled to rely upon and use, without verification, any and all information, data and
instructions any time submitted to WildCard by Client having to do with the Cardholder Accounts, and WildCard
shall have no responsibility or liability whatsoever for (i) the accuracy or inaccuracy thereof, (ii) the wording or
text authored or submitted by Client to WildCard, for materials to be prepared or for other purposes, (iii) the
wording or text appearing on any forms, Transaction Cards or other materials furnished by Client to WildCard,
or (iv) any non-compliance of such information, data, instruction, wording or text with applicable Governmental
Requirements.

5.2 NON-SOLICITATION. During the term of this Agreement and for twelve
(12) months thereafter WildCard and Client shall not directly or indirectly solicit for employment any person
employed then or within the preceding twelve
(12) months by the other Party, without the other Party's consent in writing. The foregoing prohibition does not
include general public solicitations for employment.

6. CONFIDENTIALITY

6.1 CONFIDENTIAL INFORMATION. Each of WildCard and Client acknowledges that the other possesses
and will continue to possess information that has been developed or received by it, has commercial value in its
business and is not in the public domain. For purposes of this Agreement, "Confidential Information" shall mean:
(a) all information of a Party marked "confidential," "restricted," "proprietary" or with a similar designation; (b) in
the case of Client, in addition to the items specified in (a) above, Client Data and business information regarding

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business planning and operations of Client; and (c) in the case of WildCard, in addition to the items specified in
(a) above, trade secrets, confidential knowledge, know-how, technical information, data or other proprietary
information relating to the WildCard System (including, without limitation, all source code, object code, software
programs, computer processing systems and techniques employed or used by WildCard or its Affiliates and any
related items such as specifications, layouts, flow charts, manuals, instruction books and programmer, technical
and user documentation, and any and all upgrades, enhancements, improvements or modifications to the
foregoing); business information regarding business planning and operations of WildCard and its Affiliates; and all
information regarding WildCard's provision of Services hereunder.

6.2 OBLIGATIONS. Each Party will use at least the same degree of care, but not less than reasonable care, to
prevent disclosing to other persons the Confidential Information of the other Party as it employs to avoid
unauthorized disclosure, publication or dissemination of its own information of a similar nature; provided,
however, that each Party may disclose such information to its employees, agents, subcontractors and vendors
who have a need to know such information and who have been advised by the disclosing Party of the obligation
to preserve such information's confidentiality. The receiving Party shall be responsible for any breach by any such
employee, agent, subcontractor or vendor of any such confidentiality obligations. Upon expiration or termination
of this Agreement for any reason, each Party shall return promptly to the other Party all Confidential Information
in such Party's possession and certify in writing to the other Party its compliance with this sentence.

6.3 EXCLUSIONS. Notwithstanding the foregoing, this Section 6 will not apply to any particular information of
a Party that the other Party can demonstrate (a) was, at the time of disclosure to it, in the public domain; (b) after
disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving
Party; (c) was in the possession of the receiving Party at the time of disclosure to it without being subject to
another confidentiality agreement; (d) was received after disclosure to it from a third party who had a lawful right
to disclose such information to it; or (e) was independently developed by the receiving Party without reference to
Confidential Information of the furnishing Party. In addition, a Party shall not be considered to have breached its
obligations under this Section 6 for disclosing Confidential Information of the other Party (i) as required pursuant
to an arbitration proceeding conducted in accordance with Section 11, provided that such disclosure is made in
accordance with the approval or at the direction of the Arbitration Panel, or (ii) if in the opinion of such Party's
counsel, such disclosure is required by legal process or pursuant to any applicable statute, rule or regulation,
provided that, except with respect to securities laws disclosure obligations, such Party advises the other Party
prior to making such disclosure in order that the other Party may object to such disclosure, take action to assure
confidential handling of the Confidential Information, or take such other appropriate action to protect the
Confidential Information.

6.4 LOSS OF CONFIDENTIAL INFORMATION. In the event of any disclosure or loss of, or inability to
account for, any Confidential Information of the furnishing Party, the receiving Party will promptly notify the
furnishing Party.

6.5 NO IMPLIED RIGHTS. Nothing contained in this Section 6 shall be construed as obligating a Party to
disclose any particular Confidential Information to the other Party, or as

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granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of
the other Party, except as otherwise provided herein.

6.6 PUBLICITY. Neither Party will, without the other Party's prior written consent, use the name, service marks
or trademarks of the other Party or any of its Affiliates; provided, however, that (a) WildCard may use Client as
a reference and may indicate to others that Client is a user of the WildCard System to provide the Services under
this Agreement; and (b) Client may indicate to others that WildCard is the provider of services covered by this
Agreement.

6.7 EQUITABLE REMEDIES. Each Party acknowledges that, if it breaches (or attempts or threatens to
breach) its obligations under this Section 6, the other Party will be irreparably harmed. Accordingly, if a court of
competent jurisdiction should find that a Party has breached (or attempted or threatened to breach) any such
obligations, such Party will not oppose the entry of an appropriate order compelling performance by such Party
and restraining it from any further breaches (or attempted or threatened breaches).

6.8 CONFIDENTIALITY OF AGREEMENT. Both Parties agree that the terns and conditions of this
Agreement shall be treated as confidential information and that no reference to the terns and conditions of this
Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the
other party; provided, however, that the general existence of this Agreement shall not be treated as confidential
information and that either party may disclose the terms and conditions of this Agreement: (a) as required by any
court or other governmental body; (b) as otherwise required by law including a party's obligations under
applicable securities laws; (c) to legal counsel of the parties; (d) in confidence, to accountants, banks, ratings
agencies, proposed investors, and financing sources and their advisors; (e) in confidence, in connection with the
enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with a merger
or acquisition or proposed merger or acquisition, or the like.

6.9 SECURITY OF CARDHOLDER DATA. Client and WildCard each acknowledge and agree that this
Agreement constitutes an agreement for WildCard to perform services for Client as contemplated in Title V of
the Gramm-Leach-Bliley Financial Modernization Act (the "Act") and Regulation P issued under the Act
("Regulation P"). Without limiting the generality of the terns of this Agreement, WildCard agrees that it shall
protect the privacy of Client's consumers and customers non-public personal information, as such terns are
defined in the Act and in Regulation P ("Consumer Information") to at least the same extent that Client must
maintain that confidentiality under the Act and Regulation P. Without limiting the generality of the foregoing
sentence, WildCard shall not disclose any non-public personal information to any third person except as required
in the performance of Services under this Agreement, and WildCard shall not use any non-public personal
infonnation except to perform the Services described under this Agreement. WildCard shall establish
administrative, technical and physical safeguards for Client's customer records and information in WildCard's
control or possession from time to time. Such safeguards shall be designed for the purpose of: (a) insuring the
security of such records and information, (b) protecting against any anticipated threats or hazards to the security
or integrity of such records and information; and (c) protecting against unauthorized access to or use of such
records and information that would result in substantial harm or inconvenience to

                                                         13
any Client customer. Such safeguards shall be established in accordance with
Section 501 of the Act and the Interagency Guidelines Establishing Standards for Safeguarding Customer
Information adopted pursuant to Section 501 of the Act. Any changes to the Services required to comply with
any change to or revised interpretation of the Act or Regulation P, or to implement any requirement of any other
federal or state law, rule, regulation or judicial interpretation with respect to the privacy or security of Cardholder
Data shall be handled as a Service Change as outlined in Section 2.2 of this Agreement, shall be subject to the
provisions of Section 12.4, and may result in a change in the Charges which are payable by Client for the
Services. Client shall provide WildCard with a copy of its privacy policy established in accordance with the Act
and Regulation P.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Client shall be the sole and exclusive owner
of all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the Client
Content. WildCard shall be the sole and exclusive owner of all right, title and interest (including, without limitation,
all Intellectual Property Rights) in and to the WildCard Content and the WildCard System. Client acknowledges
that the WildCard System constitutes valuable trade secrets of WildCard and constitute Confidential Information
subject to Section 6. Nothing in this Agreement shall be deemed to grant to one Party, by implication, estoppel or
otherwise, license rights, ownership rights or any other Intellectual Property Rights in any materials owned by the
other Party or any Affiliate of the other Party.

7.2 CLIENT DATA. Client shall own all right, title and interest in and to the Client Data. Following expiration or
termination of this Agreement, WildCard shall promptly provide to Client a copy of all Client Data. WildCard
may retain a copy of the Client Data if required to satisfy regulatory requirements.

8. INSURANCE

Each Party shall obtain and maintain, at its own cost, the insurance coverages which are described on Schedule C
as being its respective responsibility. These insurance coverages do not create or imply any limitation of liability.
The Party which is responsible for obtaining and maintaining certain insurance coverages shall provide the other
Party with certificates of such insurance coverages promptly following the date that this Agreement has been
executed by both Parties. Each insurance certificate shall provide that the insurance policy shall not be subject to
termination without at least thirty
(30) days prior-written notice to the certificate holder. A Party responsible for obtaining and maintaining property
insurance coverage shall use all reasonable efforts to ensure that the policy contains a provision or endorsement
which waives the insurance company's right of subrogation against the other Party and its employees, agents,
directors and officers in the event of any loss or damage from events within the coverage of the insurance policy.

                                                          14
9. LIMITATION OF LIABILITY

9.1 DIRECT DAMAGES. If WildCard shall during the term be liable to Client, any Cardholder, or any other
third party as a result of any disputes, controversies or claims of any kind or nature arising under or in connection
with this Agreement or the relationship created hereby (whether any such breaches, disputes, controversies or
claims are based upon contract, tort (including negligence) or any other legal theory), all damages from all such
breaches, disputes, controversies or claims are limited to actual, direct and out-of-pocket damages which are
reasonably incurred by Client.

9.2 CONSEQUENTIAL DAMAGES EXCLUSION. Notwithstanding anything to the contrary in this
Agreement, WildCard shall have no liability for, nor will the measure of damages include, under any theory of
liability (whether legal or equitable), any indirect, special, punitive or consequential damages or amounts for
business interruption, loss of income, profits or savings arising out of or relating to their performance or non-
performance under this Agreement.

9.3 LIMITATION ON DAMAGES.

(a) The cumulative amount of all such damages recoverable against WildCard for all such breaches, disputes,
controversies and claims during the entire term, will not exceed, in the aggregate, an amount equal to the teal
amount of WildCard's Charges under this Agreement for the three (3) months immediately preceding the
Arbitration Panel's then current final determination of the amount of damages recoverable against WildCard.

(b) Notwithstanding the foregoing provisions of this Section 9.3, the liability limitations contained in such
subsection shall not apply with respect to: (i) proven damages caused solely and directly by WildCard's
intentional misconduct constituting a violation of applicable civil or criminal law or other act of WildCard for
which a limitation of liability provision is unenforceable under applicable law, or (ii) proven damages arising under
a claimed breach of Section 6.

(c) Subject to the exceptions set forth in Section 9.3(b), the limitations set forth in this Sections 9.1, 9.2 and 9.3
(a) shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term, or a
fundamental breach, or if any limited warranty or limited remedy fails of its essential purpose.

9.4 WARRANTY EXCLUSION. EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS
AGREEMENT, WILDCARD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, TO CLIENT, ANY CARDHOLDER, OR TO ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE MERCHANTABILITY,
SUITABILITY, ORIGINALITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF
DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE
DERIVED FROM THE USE OF ANY SOFTWARE, SERVICES, HARDWARE OR OTHER
MATERIALS PROVIDED UNDER THIS AGREEMENT. If this Agreement includes or refers to any
economic models, pro formas,

                                                          15
or projections of any kind, it is understood that WildCard makes no express or implied warranty with respect to
such economic models, pro formas, or projections, including without limitation any warranty of feasibility,
profitability or results.

10. EXCUSABLE DELAY

10.1 EXCUSABLE DELAY DEFINED. The term "Excusable Delay" shall mean a delay in performance or
failure to perform which is due to an event beyond the reasonable control of a Party and shall include, without
limitation, (a) acts of God, weather conditions, explosion, flood, earthquake, or fire; (b) war or threat of war,
sabotaging, riot, revolution, civil disturbance or requisition within the continental United States; (c) acts,
restrictions, regulations, prohibitions or measures of any kind on the part of any' governmental authority;
(d) import and export regulations or embargos; or (e) strikes, lockouts, or other industrial actions or trade
disputes.

10.2 DELAY OR NON-PERFORMANCE DUE TO EXCUSABLE DELAY. Neither Party shall be liable to
the other Party or be deemed to be in breach of this Agreement (other than Client's obligation to pay Charges
owed WildCard pursuant to this Agreement) by reason of any Excusable Delay. A Party experiencing an
Excusable Delay in its performance shall immediately notify the other Party by telephone (to be confirmed in
writing within three days after the inception of the Excusable Delay) and shall describe in reasonable detail the
circumstances causing such Excusable Delay. The Party experiencing Excusable Delay shall be excused from
performance of such obligations so affected by the Excusable Delay event for the period during which the
Excusable Delay event continues and for such time thereafter as is reasonably necessary to overcome the effects
of such Excusable Delay. Both Parties shall use all reasonable efforts to overcome or work around the Excusable
Delay event as soon as reasonably practicable.

11. DISPUTE RESOLUTION

11.1 GENERAL. Any dispute between the Parties arising under or in connection with this Agreement or any
breach of this Agreement (a "Dispute") shall be resolved solely in accordance with the procedures in this Section
11.

11.2 EFFORTS TO RESOLVE BY MUTUAL AGREEMENT. Any Dispute arising from or in connection with
this Agreement or the relationship of the Parties under this Agreement whether based on contract, tort, common
law, equity, statute, regulation, order or otherwise, shall be resolved as follows:

(a) Upon written request of either WildCard, on the one hand, or Client, on the other hand, the Parties will
appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such
Dispute.

(b) The designated representatives shall meet as often as the Parties reasonably deem necessary to discuss the
problem in an effort to resolve the Dispute without the necessity of any formal proceeding.

                                                         16
(c) Formal proceedings for the resolution of a Dispute may not be commenced until the earlier of:

(i) the designated representatives concluding in good faith that amicable resolution through continued negotiation
of the matter does not appear likely; or

(ii) the expiration of the thirty (30) day period immediately following the initial request to negotiate the Dispute;

provided, however, that this Section 11.2 will not be construed to prevent a Party from instituting formal
proceedings earlier to avoid the expiration of any applicable limitations period, to preserve a superior position
with respect to other creditors or to seek temporary or preliminary injunctive relief pursuant to Section 6.7.

11.3 ARBITRATION.

(a) If the Parties are unable to resolve any Dispute as contemplated by Section 11.2, such Dispute shall be
submitted to mandatory and binding arbitration at the election of either WildCard, on the one hand, and Client, on
the other hand (the "Disputing Party") for disputes up to $100,000. Except as otherwise provided in this Section
11.3, the arbitration shall be pursuant to the Commercial Arbitration Rules of the American Arbitration
Association (the >>).

(b) To initiate the arbitration, the Disputing Party shall notify the other Party in writing (the "Arbitration Demand"),
which shall (i) describe in reasonable detail the nature of the Dispute, (ii) state the amount of the claim, (iii) specify
the requested relief and (iv) name an arbitrator who (A) has been licensed to practice law in the U.S. for at least
ten years, (B) is not then an employee of Client or WildCard or an employee of an Affiliate of either Client or
WildCard, and (C) is experienced in representing clients in connection with commercial agreements (the "Basic
Qualifications"). Within fifteen (15) days after the other Party's receipt of the Arbitration Demand, such other
Party shall file, and serve on the Disputing Party, a written statement (i) answering the claims set forth in the
Arbitration Demand and including any affirmative defenses of such Party; (ii) asserting any counterclaim, which
shall (A) describe in reasonable detail the nature of the Dispute relating to the counterclaim, (B) state the amount
of the counterclaim, and (C), specify the requested relief; and (iii) naming a second arbitrator satisfying the Basic
Qualifications. Promptly; but in any event within fifteen (15) days thereafter, the two arbitrators so named will
select a third neutral arbitrator from a list provided by the AAA of potential arbitrators who satisfy the Basic
Qualifications and who have no past or present relationships with the Parties or their counsel, except as otherwise
disclosed in writing to and approved by the Parties. The arbitration will be heard by a panel of the three
arbitrators so chosen (the "Arbitration Panel"), with the third arbitrator so chosen serving as the chairperson of
the Arbitration Panel. Decisions of a majority of the members of the Arbitration Panel shall be determinative.

                                                           17
(c) The arbitration hearing shall be held in Fort Lauderdale, Florida or at such other location as the Parties may
mutually agree. The Arbitration Panel is specifically authorized to render partial or full summary judgment as
provided for in the Federal Rules of Civil Procedure. In the event summary judgment or partial summary
judgment is granted, the nonprevailing Party may not raise as a basis for a motion to vacate an award that the
Arbitration Panel failed or refused to consider evidence bearing on the dismissed claim(s) or issue(s). The Federal
Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an
affirmative defense will have the burden of proof with respect thereto. The arbitration proceedings and all
testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be
deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitration Panel will
have no power or authority, under the Commercial Arbitration Rules of the AAA or otherwise, to relieve the
Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this
Agreement, including, without limitation, the provisions of this Section 11.3.

(d) Should an arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section
11.3, the arbitrator shall be replaced by the Party who selected such arbitrator, or if such arbitrator was selected
by the two Party-appointed arbitrators, by such two Party-appointed arbitrators selecting a new third arbitrator
in accordance with Section 11.3(b). Each such replacement arbitrator shall satisfy the Basic Qualifications. If an
arbitrator is replaced pursuant to this Section 11.3(d) after the arbitration hearing has commenced, then a
rehearing shall take place in accordance with the provisions of this Section 11.3 and the Commercial Arbitration
Rules of the AAA.

(e) At the time of granting or denying a motion for summary judgment as provided for in (c) and within fifteen
(15) days after the closing of the arbitration hearing, the Arbitration Panel shall prepare and distribute to the
Parties a writing setting forth the Arbitration Panel's finding of facts and conclusions of law relating to the Dispute,
including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any,
shall be deemed to be information subject to the confidentiality provisions of this Agreement.

(f) The Arbitration Panel is instructed to schedule promptly all discovery and other procedural steps and
otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the
Dispute. The Arbitration Panel is authorized to issue monetary sanctions against either Party if, upon a showing of
good cause, such Party is unreasonably delaying the proceeding.

(g) Any award rendered by the Arbitration Panel will be final, conclusive and binding upon the Parties and any
judgment hereon may be entered and enforced in any court of competent jurisdiction.

(h) Each Party will bear a pro rata share of all fees, costs and expenses of the arbitrators, and notwithstanding
any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and
witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to
this Agreement or to confirm, vacate or enforce any award rendered by the Arbitration Panel, the prevailing Party
in such a

                                                          18
proceeding will be entitled to recover reasonable attorneys' fees and expenses incurred in connection with such
proceeding, in addition to any other relief to which it may be entitled.

11.4 EQUITABLE RELIEF. Nothing in Sections 11.2 or 11.3 shall be construed to prevent any Party from
seeking from a court a temporary restraining order or other temporary or preliminary relief pending final
resolution of a Dispute pursuant to Section 11.2 or Section 11.3.

12. TERM; TERMINATION

12.1 TERM. The term of this Agreement shall commence on the Effective Date and shall continue until this
Agreement is terminated as provided below. If, after the first anniversary of the Effective Date, no Program
Schedules are then in effect under this Agreement, a Party may terminate this Agreement, without cause, upon
sixty (60) days prior written notice to the other Party

12.2 TERMINATION FOR CAUSE. In the event of a material breach of this Agreement by a Party (the
"Breaching Party"), the other Party (the "Non-Breaching Party") may give written notice of such material breach
specifying in reasonable detail the nature of the breach and, if the breach may be cured, the curative action which
needs to be taken by the Breaching Party (the "Breach Notice"). If the Breaching Party fails to cure the material
breach within thirty (30) days after receipt of the Breach Notice, then the Non-Breaching Party shall have the
right to terminate this Agreement or the applicable Program Schedule under which such breach has occurred
immediately upon notice; provided, however, that if the Breaching Party has commenced a cure of the breach
within such 30 day period after receipt and thereafter diligently and in good faith pursues the completion of such
cure, the Non-Breaching Party shall not have the right to terminate this Agreement unless the breach is not fully
cured as of sixty (60) days after receipt of the Breach Notice. In addition to the foregoing termination rights,
WildCard shall have the right, at its election, to terminate this Agreement and all Program Schedules immediately
by written notice, or alternatively to suspend further performance of Services without terminating this Agreement,
if (a) Client fails to pay any Charges within ten (10) days, (b) if required by the Associations or the Issuing Bank,
or (c) if Client fails to fulfill its obligations to fund the Proceeds Account as required herein. In particular, Client
acknowledges that the Issuing Bank may require the termination of this Agreement and any or all Program
Schedules hereunder in the following circumstances:

(a) Failure of Client to observe or perform, in any material respect, Client's obligations under this Agreement that
continues for a period of.(i) thirty (30) days after the Issuing Bank provides WildCard written specifying the
failure in the case of a failure not involving the payment of money, or (ii) ten
(10) days after the Issuing Bank provides WildCard written notice specifying the failure in the case of a failure to
pay any amount then due under this Agreement;

(b) In the event any financial statement, representation, warranty, statement or certificate furnished to it by Client
in connection with or arising out of this Agreement is materially and intentionally untrue as of the date made or
delivered.

                                                           19
(c) Client (i) voluntarily commencing any proceeding or filing any petition seeking relief under Title 11 of the
United States Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law,
(ii) applying for or consenting to the appointment of a receiver, trustee, custodian, sequestrator or similar official
for such Party or for a substantial part of its property or assets, (iii) making a general assignment for the benefit of
creditors, or (iv) taking corporate action for the purpose of effecting any of the foregoing; or

(d) The commencement of an involuntary proceeding or the filing of an involuntary proceeding or the filing of an
involuntary petition in a court of competent jurisdiction seeking (i) relief in respect of Client, or of a substantial
part of its property or assets under Title 11 of the United States Code or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiv6r, trustee, custodian,
sequestrator or similar office for the Client or for a substantial part of its property or assets, or (iii) the winding up
or liquidation, of the Client, if such proceeding or petition shall continue un-dismissed for sixty (60) days or an
order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60)
days.

(e) Upon any change to or enactment of any law or regulation which would have a material adverse effect upon
the Transaction Card Program.

12.3 INSOLVENCY. Except as otherwise provided by law, either Party may terminate this Agreement by
written notice to the other Party if one of the Parties (a) commences a voluntary proceeding under any Federal or
state bankruptcy, insolvency or reorganization law, or (b) has such a proceeding filed against it and fails to have
such proceeding stayed or vacated within thirty
(30) days, or (c) upon the end of any such stay, fails to have such involuntary proceeding vacated within ten (10)
business days thereafter, or (d) admits the material allegations of any petition in bankruptcy filed against it, or (e)
is adjudged bankrupt, or (f) makes a general assignment for the benefit of its creditors, or if a receiver is
appointed for all or a substantial portion of such Party's assets and is not discharged within ten (10) business days
after the appointment of the receiver. Any termination of this Agreement pursuant to this Section 12.3 shall be
considered to be by reason of anticipatory breach of contract, and such termination shall be without prejudice to
any rights the terminating Party may have by reason of such anticipatory breach.

12.4 TERMINATION FOR CERTAIN LEGAL CHANGES. If either Party reasonably concludes that this
Agreement cannot be performed without violating applicable Governmental Requirements, or if the application of
such Governmental Requirements impose material, additional and reasonably unavoidable costs to be incurred by
WildCard, the Parties will negotiate in good faith to modify this Agreement to the extent necessary to ensure that
the Parties will be in full compliance with all applicable Governmental Requirements. If such modifications require
material change in Services or WildCard's cost of Services, the Parties will negotiate in good faith to make any
required change in the Charges specified in this Agreement. If the Parties cannot agree to any required changes,
either Party may, by giving written notice to the other Party, terminate this Agreement as of a date specified in
such notice. In addition, if any governmental authority or third party initiates any action asserting that actions by
Parties under

                                                           20
this Agreement violates any Governmental Requirements, either Party may, by giving written notice, terminate this
Agreement as of a date specified in such notice.

13. GENERAL

13.1 INDEPENDENT CONTRACTOR RELATIONSHIP. WildCard is serving as an independent contractor
to Client under this Agreement. Nothing in this Agreement shall be deemed or construed to create the relationship
of partnership or joint venture between the Parties, it being understood that neither the method of computing
compensation nor any other provision contained in this Agreement shall be deemed to create any relationship
between the Parties other than the relationship of independent parties contracting for services. Neither Party has,
and shall not hold itself out as having, any authority to' enter into any contract or create any obligation or liability
on behalf of, in the name of, or binding upon the other Party.

13.2 NOTICES. Any notices to be given hereunder to any other Party, including any notice of a change of
address, shall be in writing and shall be deemed validly given if (a) delivered personally or (b) sent by overnight or
second day express delivery service or (c) sent by registered or certified mail, postage prepaid, return receipt
requested or (d) sent by confirmed facsimile, as follows:

                                                     If to Client:




                                                         Attn:
                                                         Fax:

                                                   If to WildCard:

                                               WildCard Systems, Inc.

1601 Sawgrass Corporate Parkway Suite 300
Sunrise, FL 33323
Attn: Bill Kline
Fax: 954 851-9537

All such notices shall be deemed given on the date of actual receipt by the addressee if delivered personally, on
the date of deposit with the express delivery service or the postal authorities if sent in either such manner, on the
date of the facsimile confirmation if sent in such manner, and on the date of actual receipt by the addressee if
delivered in any other manner.

13.3 SCHEDULES AND ATTACHMENTS. Immediately following the signature page is a list of Schedules
which have been attached to this Agreement before execution and are hereby incorporated by reference.
Following execution of this Agreement, certain additional Schedules and attachments may be expressly agreed
upon by the Parties pursuant to the provisions of this

                                                          21
Agreement whereupon such Schedules or attachments shall become part of this Agreement and incorporated by
reference. References in this Agreement to a "Schedule" means a schedule to this Agreement and all attachments
thereto unless otherwise provided.

13.4 RESOLUTION OF CONFLICT BETWEEN DOCUMENTS. In the event of any conflict between the
terms of this Agreement and any Schedule, this Agreement shall control the Parties' rights and obligations except
where this Agreement has been expressly amended in such Schedule. In the event of any conflict between the
terms of any Schedule and an attachment to such Schedule, the Schedule shall control the Parties' rights and
obligations except where the Schedule has been expressly amended in such attachment.

13.5 ASSIGNMENT. Each Party shall have the right to assign this Agreement to an Affiliate of such Party as
well as to any successor to a substantial part of the business or assets of such Party; provided that any such
assignment shall not relieve the assigning Party of its obligations under this Agreement. WildCard shall have the
right to utilize the services of subcontractors in performing the Services, provided that WildCard shall retain
responsibility under this Agreement for all subcontracted Services. The term "Affiliate" means an entity controlling,
controlled by, or under common control with the specified Party, with control meaning (a) owning directly or
indirectly more than 50% of the outstanding voting equity interests of an entity or (b) having the right directly or
indirectly to appoint a majority of members of the board or other body which directs the management and
policies of an entity.

13.6 AMENDMENT OR WAIVER. No amendment or modification of this Agreement shall be valid unless it is
in writing and signed by both Parties. No waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the Party who is asserted to have made the waiver; any waiver of a breach or observance
of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

13.7 HEADINGS; CAPTIONS. The headings and captions of this Agreement are included for convenience only
and shall not be considered in construction of the provisions hereof.

13.8 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida without regard
to its conflicts of laws principles. Subject to the dispute resolution procedures in this Agreement, all legal
proceedings relating to the subject matter of this Agreement shall be maintained in the federal courts sitting in the
State of Florida (or in the state courts sitting in the State of Florida if federal court jurisdiction is not available) and
each Party consents that jurisdiction and venue for any such legal proceedings shall lie exclusively with such
courts.

13.9 SURVIVAL. The provisions of Sections 3.9, 3.10, 3.11, 4.2, 4.3, 4.4, 5, 6, 7, 9, 11, 13.1, 13.2, 13.8 and
13.12 shall survive any expiration or termination of this Agreement.

13.10 SEVERABILITY. If any provision of this Agreement shall be determined by any court of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this
Agreement, which shall be construed as if such invalid or

                                                            22
unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as
possible the Parties' original intent.

13.11 BINDING EFFECT. This Agreement shall be binding upon and shall benefit the Parties and their
respective successors and permitted assigns.

13.12 NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries of this Agreement.

13.13 COUNTERPARTS. This Agreement may be executed simultaneously in several counterparts, each of
which shall be deemed an original but which together shall constitute one and the same instrument.

13.14 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties regarding
the subject matter hereof and supersedes any letters of intent, memorandums of understanding, confidentiality
agreements, and other agreements and communications, oral or written, between the Parties regarding such
subject matter.

IN WITNESS WHEREOF, the Parties hereto have caused this Services Agreement to be duly executed and
delivered by their respective officers thereto duly authorized, all as of the day and year first above written.

             WILDCARD SYSTEMS, INC.                                CORPORATE SPORTS INCENTIVES,
                                                                   INC.

             By: /s/ Gary Palmer                                   By: /s/ Anthony G. Roth
                 ---------------                                       -------------------

             Name: Gary Palmer                                     Name: Anthony Roth
                   -----------                                           ------------

             Title: COO                                            Title:     CEO
                    ---                                                       ---

             Date: 4/1/2003                                        Date:     4/1/2003
                   --------                                                  --------




                                                        23
        INDEX TO SCHEDULES
                TO
       SERVICES AGREEMENT

Schedule A       Program Schedule
Schedule B       Insurance Coverages
Schedule C       Service Standards
                                            PROGRAM SCHEDULE A
                                                     TO
                                            SERVICES AGREEMENT

This Program Schedule (the "Program Schedule") is entered into this lst day of April, 2003, by and between
WILDCARD SYSTEMS, INC., a Florida corporation ("WildCard") and CORPORATE SPORTS
INCENTIVES, INC., a New Hampshire Corporation ("Client"), in accordance with the terms of the Services
Agreement among the parties dated April 1, 2003 (the "Agreement").

1.0 OVERVIEW SUMMARY

The Golf Ticket, Ski Ticket and Spa Gift are prepaid cards (collectively known as "UGT") that operates through
the Discover network and is restricted to certain golf courses, ski resorts or spas identified by Client. The UGT
will be sold at a variety of retail or e-tail establishments as a stand-alone gift card, distributed by Client to various
entities that may distribute the Cards or packaged with other products.

Typically, merchants that sell the UGT Card will "activate" the Card their POS systems that have been modified
to route these transactions or messages to WildCard in some mutually agreed upon fashion. In some instances
Cards will be "activated" via the IVR in which the purchaser may also provide certain personal data to an
automated system or Live Agent as directed by Client. Also, Client may deploy other means for electronic
activation when Cards are distributed to various entities for their distribution.

An important aspect of this Program is that the Cardholder or other purchaser of a Card, has acquired an
"experience" and not a Card with a monetary denomination. Cards will be designed for either a single
authorization or one-reload , subject to certain business rules and then any remaining balance remove. Any value
associated with these Cards is not to shared with anyone other than the Client and Discover.

2.0 WI1DCARD SERVICES DESCRIPTION

2.1 WildCard will provide the ordinary and customary transaction processing services (ex. account creation,
facilitating card fulfilment, authorization and settlement, etc.) and other services associated with Cards as agreed
to by the parties in accordance With this Program Schedule.

2.2 Cards will only be authorized for purchases at a network of merchants. The precise method for enabling this,
either by MCC or Merchant ID codes, will be mutually agreed upon by the parties.

2.3 Cards will only be permitted for one or two approved authorizations (as defined by the Client) - any
additional attempts will be declined.

2.4 The value associated with each Card will be determined by the Client.
2.5 The dollar value associated with a Card shall only be disclosed to the Client and never to any other party
including the Cardholder or in any fashion by WildCard.

2.6 WildCard shall provide timely detailed reporting and account information on a prescribed basis regarding any
debits or credits WildCard makes to the Settlement Account.

2.7 WildCard shall submit Client's image graphics and the promotional material for the program to Discover for
review and approval upon WildCard's receipt of such materials from Client.

2.8 WildCard will provide movement of funds between WildCard and Discover on each Bank business day for
settlement in accordance with the funding requirements established by WildCard and Discover and agreed upon
by Client.

2.9 If directed by Client, WildCard will automatically chargeback any permissible settled but unauthorized
transactions, in accordance with Discover's operating regulations and the parameters established by Client, in
order to minimize the opportunity for negative balances or overdraft.

3.0 WildCard will attempt to secure a Discover Issuer and Discover approval, but makes no warranties as to
Discover's willingness nor an Issuer's willingness to approve and support the Program.

3.0 KEY ASSUMPTIONS

This description of Services and WildCard's pricing to perform the Services are based on the following key
assumptions. Deviation from these assumptions may require an adjustment to price, the solution architectural
description, the proposed implementation plan, the service standards, and the description of Services.

          --------------------------------------------------------------------------------
          Program Name                                UGT Card
          --------------------------------------------------------------------------------
          Program Anticipated Live Date               June 2003
          --------------------------------------------------------------------------------
          Initial Card Stock Order
          --------------------------------------------------------------------------------
          Card/Account Branding                       Novus/Discover on the back of Cards
          --------------------------------------------------------------------------------
          Card/Account Type -                         Some are Non-Reloadable, Others are
                                                      Reloadble
          --------------------------------------------------------------------------------
          Card/Virtual Account Acceptance             Only Authorized as Select Merchants
          --------------------------------------------------------------------------------
          Card Fulfillment                            TBD - Oberthur will Manufacture
                                                      Cards
          --------------------------------------------------------------------------------
          PIN Notification Method.                    No PIN
          --------------------------------------------------------------------------------
          Card Account Design                         Physical, Custom Cards
          --------------------------------------------------------------------------------
          Card Accounts Issued During Year One        250,000
          --------------------------------------------------------------------------------
          Card Accounts Issued During Year Two        500,000
          --------------------------------------------------------------------------------
          Card Accounts Issued During Year Three      1,000,000
          --------------------------------------------------------------------------------
          --------------------------------------------------------------------------------
          Card Account Ordering Method                Written Request to WildCard
          --------------------------------------------------------------------------------
          Value Load Frequency                        One or Two Times as Configured
          --------------------------------------------------------------------------------
          Value Load Source                           EFT from Client
          --------------------------------------------------------------------------------
          Value Load Method                           Pre-Determined by Client
          --------------------------------------------------------------------------------
          Card/Account Activation Method              Electronically from Merchant's POS
                                                      devices or through the IVR
          --------------------------------------------------------------------------------
          Primary Customer Service Method             Client with Talon
          --------------------------------------------------------------------------------
          Secondary Customer Service Method           WildCard Systems
          --------------------------------------------------------------------------------
          Tertiary Customer Service Method            N/A
          --------------------------------------------------------------------------------
          Single or Multiple Purse                    Multiple
          --------------------------------------------------------------------------------
          Custom or Generic IVR Options               Custom IVR
          --------------------------------------------------------------------------------




4.0 CLIENT OBLIGATIONS

4.1 Client shall be responsible for "good funds" associated with all Cards, Good funds means that WildCard will
honor, subject to other provision of this Agreement, instructions to activate and/or load value to Cards. WildCard
shall have not liability should Client later discover that funds associated with the transaction are not good (ex.
Cards are purchased using counterfeit currency, a bad check, fraudulently used credit cards, etc.).

4.2 Client shall provide graphics, promotional material to WildCard Systems in sufficient time to allow for review
and approval by Discover prior to Program start.

4.3 Client shall pay, without demand or setoff, the Fees.

4.4 Client shall disclose all applicable terms and conditions to its customers. Such terms and conditions shall be
subject to WildCard's and Discover's prior written approval.

4.5 Client will be responsible to fund any overdraft or negative balances from the Cards if WildCard has failed to
win a chargeback from a Merchant that has presented settled but unauthorized transactions or a Cardholder
dispute is not resolved to the satisfaction of the Cardholder and an overdraft remains.

4.6 WildCard will provide Client with reports as requested in accordance with the Fee Schedule. The reports will
be available to Client on their reporting URL provided by WildCard.

4.7 Client will be responsible for providing all funds associated with "active Cards" associated with this program.
Client will initiate a funds transfer, equal to the difference between dollars on deposit and the total dollar amount
associated with Cards into the WildCard settlement account each business day.
4.8    Once a transaction has been authorized and settled to a Card, WildCard
       will close the account and any difference will be available to Client,
       less the WildCard revenue share stipulated in the Agreement.

4.9    Client will be responsible for negative balances. If an account remains
       on the negative balance report for 35 days, the account will be
       adjusted to zero balance, closed and the adjusted amount will be taken
       from the WildCard settlement account. Client will transfer total dollar
       amount for necessary adjustments to the WildCard settlement account.

4.10   Client is responsible for any and all losses associated with fraudulent
       purchase, distribution of use of Cards.

4.11   No Statements will be provided - Cards are anonymous.

4.12   Client has elected to provided live agent customer support for
       Cardholders. Discover requires a minimum of 14-hours per day of
       Cardholder customer support.

5.0    TERM

       5.1     SCHEDULED START UP DATE. The Scheduled Start Up Date for
               Services under this Program Schedule is______________________,
               2003.

       5.2     ORIGINAL TERM. The term of this Program Schedule shall begin
               on the date the start up activities have been successfully
               completed and shall extend for three (3) processing years,
               unless extended or earlier terminated in accordance with this
               agreement. The first processing year shall commence on the
               scheduled start-up date that is to be determined and continue
               through the last day of the twelve (12) month          period
               commencing on the expiration of the preceding processing year
               ("Processing Year")

       5.3     RENEWAL TERM(S). This Program Schedule shall automatically
               extend for additional periods of one Processing Year each (a
               "Renewal Term") following the conclusion of the Original Term
               and each Renewal Term, if any, thereafter, unless terminated
               prior to such extension as provided in this Section. If either
               party does not want this Program Schedule to-automatically
               extend at the conclusion of the Original Term (or any Renewal
               Term, whichever is applicable), then such party shall give the
               other party written notice to that effect not less than ninety
               (90) days before the expiration of the existing term (whether
               the Original Term or a Renewal Term. The Charges and Revenue
               Share applicable during the Renewal Term shall be those set
               forth in Section 6.0 of this Program Schedule increased to
               account for a price index change, described in Section 8.0 of
               this Program Schedule.
          6.0       CHARGES AND REVENUE SHARE

                    6.1        START-UP FEE. The start-up fee for this Program is to be
                               determined based on the outcome of the Scope Phase and
                               approved by the Client unless a Standard Implementation is
                               possible and this fee is identified in Exhibit 1.

                    6.2        FEES AND CHARGES. Exhibit 1 to this Program Schedule, as well
                               as others Sections of 6.0 contained herein, reflects the Fees
                               for Services that shall apply for Services provided to Client
                               under this Program Schedule. Any additional Fees or Charges
                               will be defined in separate Exhibits, Schedules, Engagement
                               Authorizations, Work Orders, etc. as approved and accepted by
                               the Client.

                    6.3        MINIMUM MONTHLY SERVICE FEES. Client agrees to Minimum Monthly
                               Service Fees as defined in Exhibit 1 to this Program Schedule
                               and reflected below.

                               Start Up - Month 6                $0
                               Month 7 - End of Contract         $2,500 per month




6.4 LIQUIDATED DAMAGES. The Charges under this Program Schedule were determined by mutual
agreement based upon certain assumed volumes of Services and the length of the Original Term of this
Agreement. Bank acknowledges that without the certainty of revenue from the Minimum Monthly Services Fees
provided in
Section 6.3 of this Program Schedule, WildCard would have been unwilling to provide processing services at the
prices set forth in this Program Schedule. The Parties agree it would be difficult or impossible to ascertain
WildCard's actual damages for a termination or other breach of the Agreement by Bank resulting in a termination
of this Program Schedule before the end of the Original Term. The Parties further agree that an amount equal to
the sum of the present values of the payment in each full Processing Year which remains during the Original Term
of this Program Schedule in an amount equal to the lessor of (a) eighty percent (80%) of the Charges which were
paid by Bank to WildCard for the Services provided under this Program Schedule during the Processing Year
which immediately precedes the Processing Year in which termination occurs, or (b) the Minimum Monthly
Services Fees (the "Liquidated Damages") is a reasonable estimation of the actual damages which WildCard
would suffer if WildCard were to fail to receive the processing business under this Program Schedule forlhe full
Original Term,, If the lessor amount is calculated to be less than $25,000, Client shall pay $25,000 as Liquidated
Damages and if the lessor amount is calculated to be greater than $150,000, Client shall pay $150,000 as
Liquidated Damages but in no event shall the payment exceed the sum of the remaining Minimum Monthly
Service Fees. In determining the present value of the amount, an interest rate equal to the three (3) month
Treasury Bill Rate, as quoted in THE WALL STREET JOURNAL for the date on which termination occurs, or
if not available on the date of termination, as soon thereafter as the next edition of THE WALL STREET
JOURNAL is published, shall be assumed and the payments shall be assumed to be made on the first day of
each year of the Original Term of this
Program Schedule. Each Party acknowledges and agrees, after taking into account the terms of the Agreement,
this Program Schedule, and all relevant circumstances at the date hereof, that the Liquidated Damages payable
under this Section 6.4 represents a reasonable and genuine pre-estimate of the damages which would be suffered
by WildCard in the event of early termination of this Program Schedule and does not constitute a penalty. Despite
the foregoing, nothing in the Agreement shall limit WildCard's right to recover from Bank (a) any amounts
advanced by WildCard on behalf of Bank in the performance of the Services, (b) any amounts for which Bank is
liable under the Agreement, or (c) any payment under any provision for indemnification under the Agreement.

6.5 DISCOVER OR PAYMENT NETWORK FEES. WildCard shall pass-through and bill to Client any and all
fees incurred by WildCard for supporting Client's program from Discover or any other Payment Network. Those
fees as follows: 1St Year Program Fee $7,000 ($4,000 per year thereafter) $0.135 per Card for Account
Number License Fees and in Quantities of 10,000 $0.055 per Transaction for Discover/Novus Network and
Data Services Fees These fees may change from time-to-time and WildCard will notify Client of any changes.

6.6 REVENUE SHARE WITH CLIENT. WildCard shall rebate to Client 25% of the net disbursements to
WildCard from Discover, less any Bank Sponsorship fees if applicable. WildCard will remit this within 15-days
after receipt of the funds from Discover. Discover in its sole discretion establishes the rate at which
disbursements, if any, are provided to WildCard.

6.7 REVENUE SHARE WITH WILDCARD. Each quarter, Client will compute the sum of the differential and
unspent balances between the amounts loaded on Cards and the actual cost of services from Merchants (settled
transactions) for expired and used cards. Then, Client will subtract from this amount any value associated with re-
issued cards as well as fees paid to WildCard. This shall be defined as "net" differential, of which WildCard shall
receive 10% of this amount payable within 45-days of the end of each quarter. Client will use existing reports and
invoices from WildCard to determine these amounts, and provide WildCard with details of how this was
computed.

7.0 REIMBURSEMENTS AND ASSESSMENTS

a. If required, the communications data circuit, including the reoccurring service charge, service termination fees
and required modem(s) (data sets) at Client's location(s) and WildCard, terminal(s) and any other directly
associated expenses, shall be at Client's expense. The data circuit cost will be no greater than that associated with
a point-to-point digital data circuit(s) based on the tariffs of WildCard's primary carrier. One time
costs related to the installation of the circuit, as specified by such tariffs, will also be paid by Client. The actual
circuit speed and ensuing cost will be determined by Client's communications requirements.

b. Client shall pay all courier expenses associated with the transportation of reports and documents from Client to
WildCard and from WildCard to Client.

c. WildCard agrees to act as an agent on behalf of Client and Client shall reimburse WildCard for the purchase
on Client's behalf of the postage required for materials mailed by WildCard on behalf of Client. The amount
reimbursed by. Client to WildCard for postage while this Agreement is in effect will be the then current first class
postage rate for all mailings mailed by WildCard on behalf of Client.

8.0 PRICING APPLICABLE TO RENEWAL TERMS. During each Renewal Term, WildCard may increase
the Charges which were in effect for the immediately preceding Processing Year (the "Old Year") by an amount
not to exceed a percentage of the Charges which were in effect for the Old Year. The percentage to be utilized
for each such price increase shall be the percentage change in the Consumer Price Index ("CPI") during a period
described below; provided, however, that in no event shall such increase be greater than five percent (5%) nor
less than two percent (2%). For purposes of this paragraph, the CPI shall be the index compiled by the United
States Department of Labor's Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (CPI-
U) having a base of 100 in 1982-84, using that portion of the index which appears under the caption "Other
Goods and Services." The percentage change in the CPI shall be calculated, and notification given to Client ninety

(90) days in advance of the effective date of said increase, by comparing the CPI using a twelve (12) month
period ending three (3) months prior to notification to Merchant and expressing the increase in said CPI through
the twelve (12) month period as a percentage.

IN WITNESS WHEREOF, pursuant and in accordance with the Services Agreement between the parties, the
parties have executed this Program Schedule as of APRIL 1, 2003.

CLIENT

                                              By: /s/ Anthony G. Roth
                                                  -------------------
                                              Title: CEO
                                                     ---




WILDCARD SYSTEMS , INC.

                                                 By: /s/ Gary Palmer
                                                     ---------------
                                                 Title: COO
                                                        ---
                                             EXHIBIT 1
                                      TO PROGRAM SCHEDULE A

---------------------------------------------------------------------------------------------------------
                                               WILCARD SYSTEMS SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
                                                       PRIMARY SERVICES
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                               FEE
---------------------------------------------------------------------------------------------------------
                     Initial Client and First Program Set-up               $12,500 Scope Review and $12,50
                                                                           Standard Implementation
---------------------------------------------------------------------------------------------------------
                     Additional Standard Program Set-Ups                   $7,500 per Standard Program Set
---------------------------------------------------------------------------------------------------------
                     Minimum Monthly Service Fees                          Months 1 - 6 Waived
                                                                           Months 7 + $2,500 per month
---------------------------------------------------------------------------------------------------------
                     Account Creation, Thermal Printing or                 MONTHLY QUANTITY ORDERED
                     Embossing and Magnetic Stripe Encoding                10,000 - 25,000 $0.41 per card
                                                                           25,001 - 50,000 $0.39 per card
                                                                           50,001 - 150,000 $0.35 per card
                                                                           150,001 - 500,000 $0.29 per car
                                                                           500,001 - 1 Mil $0.24 per card
                                                                           1 mil + $0.20 per card
---------------------------------------------------------------------------------------------------------
                     Card Activation & Record Maintenance                  $0.27 per activation
                        Electronic                                         $0.40 per minute plus $0.27
                        IVR                                                $1.00 per minute plus $0.27
                        Live Agent
---------------------------------------------------------------------------------------------------------
                     POS Transactions                                      $0.063 per transaction
---------------------------------------------------------------------------------------------------------
                     Cardholder Support'                                   $0.40 per minute
                        IVR Customer Support                               $1.00 per minute
                        Live Agent Customer Support
---------------------------------------------------------------------------------------------------------
                     Shipping and/or Postage                               Postage, mail-forwarding, shipp
                                                                           related charges will be passed-
                                                                           billed at cost
---------------------------------------------------------------------------------------------------------
                     Plastic Cards, POS Packaging, Card                    As quoted based on quantities,
                     Carriers, Envelopes, Statements, etc.                 etc.
---------------------------------------------------------------------------------------------------------
                     Plastic Card Run Set-U                                $10.00 per card run order
---------------------------------------------------------------------------------------------------------
                     "My Account" Service and Gift Card Site               $17,500 Web-site configuration
                     Configuration and Setup                               $500 per month hosting fee
                     Web Site Hosting
---------------------------------------------------------------------------------------------------------
                     Standard Report Package                               $250 / month for 8 Standard Rep
                        Standard Report                                    $35 for each additional Standar
---------------------------------------------------------------------------------------------------------
                     Monetary Account Adjustments Other                    $0.220 per monetary adjustment
                     than POS/ATM Transactions or Initial
                     Value Load in CardWiz(TM) or Other
                     Electronic Method
---------------------------------------------------------------------------------------------------------
                     Electronic Access to our Systems through       A2A    Fee waived
                     (OLTP) or Batch      File   Transfers   (excludes
                     WildCard generating reports)




' As indicated in the definition for Minimum Monthly Service Fees, the Fees paid for these Services apply toward
the Minimum Monthly Service Fees.

Confidential and Proprietary Page 1 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                              WILDCARD SYSTEMS SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
BILLING CODE                            SERVICE ITEM                                                FEE
---------------------------------------------------------------------------------------------------------
                     CardWiz(TM)- Web-based Middleware for                 $5,000 set-up
                     Program Administration                                $15 per user, per month
                       Configuration and Setup
                       User Licenses
---------------------------------------------------------------------------------------------------------
                     CardWiz(TM)Technical Support                          1 free call per 10 CardWiz(TM)
                                                                           month, and then $10 per call th
---------------------------------------------------------------------------------------------------------
                     Accounts on File                                      $0.05 per card, per month - bu
                                                                           beginning in the 16th month a
                                                                           Client has not instructed Wil
                                                                           an account from the System.
---------------------------------------------------------------------------------------------------------
                     Addition of Ultragraph onto Card                      $0.20 per side/card and $250 se
                                                                           per image
---------------------------------------------------------------------------------------------------------
                     Thermal Printing or Embossing Account                 $0.20 for additional thermal pr
                     Number or Proxy on Other Side of Card                 account number or proxy
---------------------------------------------------------------------------------------------------------
                     Affixing Activation Label to Card                     $0.12 per activation label
---------------------------------------------------------------------------------------------------------
                     Automatable Card Package Inserts                      $0.07 per insert
---------------------------------------------------------------------------------------------------------
                     Manual Card Package Insert                            $0.20 per insert
---------------------------------------------------------------------------------------------------------
                     Rubber band bundlin (25 per)                          $0.95 per bundle
---------------------------------------------------------------------------------------------------------
                     Rubber band bundlin (50 per)                          $1.95 per bundle
---------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (25 per)                         $3.25 per bundle
---------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (50 per)                         $5.95 per bundle
---------------------------------------------------------------------------------------------------------
                     Client Dedicated Toll-Free Numbers for                One dedicated Client number mai
                     Customer Service                                      at no charge, each addition num
                                                                           $250 per set-a and $30 per mont
---------------------------------------------------------------------------------------------------------
                     Check Issuance to Remove Value                        $5.25 per check
---------------------------------------------------------------------------------------------------------
                     Lost/Stolen Card Processing                           $15 per card/account reported l
                                                                           stolen
---------------------------------------------------------------------------------------------------------
                     Reissue Plastic Card with Same Account                $2.50 per card/account reissued
                     Number                                                Service
---------------------------------------------------------------------------------------------------------
                     Return Mail/Statement/Card Handlin                    $4.50 per item returned
---------------------------------------------------------------------------------------------------------
                     Chargebacks                                           $12.50 per charge-back processe
---------------------------------------------------------------------------------------------------------
                     IVR Custom Configuration                              $150 per hour ($600 min)
---------------------------------------------------------------------------------------------------------
                     Talon(TM)Software License Fee for                     $995 per agent user, the first
                     Remote Agent Support                                  licenses provided at no charge
---------------------------------------------------------------------------------------------------------
                     Talon Annual Software Maintenance                     $199 per user, per year in year
                                                                           beyond




Confidential and Proprietary Page 2 February 2003 for Corporate Sports Incentives
                                             WILDCARD SYSTMES SERVICES AND FEES
                                          PREMIUM, AD-HOC REPORTS AND DATE STORAGE
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                           FEE (1)
---------------------------------------------------------------------------------------------------------
                      G2 Web Query                                        SET-UP: $7,500
                                                                          USER SUBSCRIPTIONS:
                                                                          1-5 Users $1,662 per license
                                                                          6-10 Users $1,466 per license
                                                                          11+Usets $1,222 per license
                                                                          ANNUAL MAINTENANCE PER USER:
                                                                          1-5 Users $665 per license per
                                                                          6-10 Users $587 per license per
                                                                          11+ Users $489 per license per
                                                                          ADDITIONAL CUBES PER YEAR:
                                                                          $50 per report per year
---------------------------------------------------------------------------------------------------------
                      Report Storage Option 1- Current and                $300/GB per month for online st
                      Prior Quarter On-Line Availability                  (whether zipped or not)
---------------------------------------------------------------------------------------------------------
                      Report Storage Option 2 - Current and               $300/GB per monthfor online sto
                      Prior Quarter On-Line Availability and              (whether zipped or not) - $300
                      Quarterly Creation of Storage Media                 DVD/CD burned and mailed

---------------------------------------------------------------------------------------------------------
                      Report Storage Option 3 - Perpetual, On-            $300/GB per month online storag
                      Line Storage and Availability                       (whether zipped or not)
---------------------------------------------------------------------------------------------------------
                      Report Development - Custom                         $250 per hour ($500 min) and mo
                                                                          fee as quoted




Confidential and Proprietary Page 5 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                              WILDCARD SYSTMES SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
                                                RISK/FRAUD MANAGEMENT SERVICES
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                              FEE
---------------------------------------------------------------------------------------------------------
                     Client Configuration for Risk                         $2,500 set-up and $100 per hour
                     Management Services                                   changes after initial setup
---------------------------------------------------------------------------------------------------------
                     Fraud Services Minimum Monthly                        $1,250 per month
                     Charges
---------------------------------------------------------------------------------------------------------
                     Accounts on file for Fraud Servicing                  $0.055 per account, per month
---------------------------------------------------------------------------------------------------------
                     Falcon and/or e-Falcon Transaction                    $0.006 per transaction
                     Scoring
---------------------------------------------------------------------------------------------------------
                     WildCard Systems Transaction Analysis                 $0.004 per transaction
---------------------------------------------------------------------------------------------------------
                     Risk Wise Review                                      $0.350 per inquiry
---------------------------------------------------------------------------------------------------------
                     Actioned Account - Fraud Services                     $3.50 per actioned account
                     Intervention
---------------------------------------------------------------------------------------------------------
                     Auto-Statused Accounts                                $0.150 per account statused
---------------------------------------------------------------------------------------------------------
                     Fraud Services Investigations                         $45 per hour
---------------------------------------------------------------------------------------------------------
                     Warning Bulletin Notification                         $5.00 per card
---------------------------------------------------------------------------------------------------------
                     International "Hot Card" Listing                      $5.00 per card
---------------------------------------------------------------------------------------------------------
                     Cardholder Profile Matching                           $0.10 per inquiry
---------------------------------------------------------------------------------------------------------
                     Octopus Review                                        Included in Accounts on File Fe
---------------------------------------------------------------------------------------------------------
                     Bank Account Verification                             $5.00 per account verification
---------------------------------------------------------------------------------------------------------
                     Negative Balance Review with Under                    $2.25 per item.
                     Floor Limit Activity
---------------------------------------------------------------------------------------------------------
                     Auto-Email Notification                               $0.05 per account auto E-mailed
---------------------------------------------------------------------------------------------------------
                     eRACER Direct Client Access                           A) $25,000 initial set up fee
                                                                           B) $2,500 fee to add additional
                                                                           after the first
                                                                           C) $150 fee to additional users
                                                                           initial set up
                                                                           D) Annual Fee per User:
                                                                           > 1 - 5 users $1,595 per user
                                                                           > 6 - 10 users $1,450 per user
                                                                           > 11 or more users $1,195_5 per
---------------------------------------------------------------------------------------------------------
                     Positive File Insertion                               $1.50 per account
---------------------------------------------------------------------------------------------------------




Confidential and Proprietary Page 3 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                             WIDLCARD SYSTEMS SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
                                          PREMIUM, AD-HOC REPORTS AND DATA STORAGE
---------------------------------------------------------------------------------------------------------

BILLING CODE                              SERVICE ITEM                                            FEE (1)
---------------------------------------------------------------------------------------------------------
                      Premium Reports                                                  Number of Accounts
---------------------------------------------------------------------------------------------------------
                      Name of Premium Report and Frequency                        0 to      100,001
                      of Distribution                                          100,000            to
                                                                                            500,000     1,
---------------------------------------------------------------------------------------------------------
                      Cardholder Balance Detail - Daily                           $120         $160
---------------------------------------------------------------------------------------------------------
                      Cardholder Balance Summary - Daily                           $80         $100
---------------------------------------------------------------------------------------------------------
                      Expanded Daily Activity Detail - Daily                       $45          $60
---------------------------------------------------------------------------------------------------------
                      Daily Authorizations - Daily                                 $60          $80
---------------------------------------------------------------------------------------------------------
                      All Other Premium Daily Reports                              $45          $60
---------------------------------------------------------------------------------------------------------
                      Any Premium Weekly Reports                                   $40          $50
---------------------------------------------------------------------------------------------------------
                      Any Premium Monthly Report                                   $30          $40
---------------------------------------------------------------------------------------------------------
(1) FEES ARE PER REPORT, PER MONTH
---------------------------------------------------------------------------------------------------------
                      G2 Impromptu Web Reports                            Set-Up: $7,500
                                                                          User Subscriptions:
                                                                          1 - 5 Users $1,466 per license
                                                                          6 - 10 Users $1,320 per license
                                                                          11 + Users $1,075 per license
                                                                          Annual Maintenance Per User:
                                                                          1 - 5 Users $587 per license pe
                                                                          6 - 10 Users $528 per license p
                                                                          11 + Users $430 per license per
                                                                          Additional Cubes Per Year:
                                                                          $70 per report per year
---------------------------------------------------------------------------------------------------------
                      G2 Web PowerPlay                                    Set-Up: $7,500
                                                                          User Subscriptions:
                                                                          1 - 5 Users $1,760 per license
                                                                          6 - 10 Users $1,662 per license
                                                                          11 + Users $1,515 per license
                                                                          Annual Maintenance Per User:
                                                                          1 - 5 Users $704 per license pe
                                                                          6 - 10 Users $665 per license p
                                                                          11 + Users $606 per license per
                                                                          Additional Cubes Per Year:
                                                                          $70 per report per year




Confidential and Proprietary Page 4 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                             WILCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
---------------------------------------------------------------------------------------------------------
   BILLING CODE                          SERVICE ITEM                               DESCRIPTION OF SERVIC
---------------------------------------------------------------------------------------------------------
                     Initial Client and First Program Set-up              The process of establishing Cli
                                                                          and first standard program pa
                                                                          system in as defined b Wil
                                                                          feature set.
---------------------------------------------------------------------------------------------------------
                     Additional                                           Standard   Program   Set-Up Th
                                                                          establishing each additional s
                                                                          on the system as defined by Wil
                                                                          feature set.
---------------------------------------------------------------------------------------------------------
                     Minimum                                              Monthly Service Fees o Client
                                                                          month the greater of the sum
                                                                          for any serviced marked with
                                                                          number one (1) or the amount
                                                                          Minimum Monthly Service Fees.
---------------------------------------------------------------------------------------------------------
                     Account Creation, Thermal Printing or                Includes WildCard generating an
                     Embossing and Magnetic Stripe Encoding               approved by a payment network a
                                                                          the thermal printing or emb
                                                                          account number on the Card as w
                                                                          the magnetic-stripe.
                                                                          Does not include the cost of
                                                                          card carriers, envelopes,      p
                                                                          charges, etc. which will be b
                                                                          in accordance with the Agreemen
---------------------------------------------------------------------------------------------------------
                     Card Activation & Record Maintenance                 Includes changing the status
                          Electronic                                      "ready to    activate"   to "a
                                                                          electronic method supported by


                       IVR                                                          Includes changing the status
                                                                                    "ready to     activate" to "ac
                                                                                    WildCard IVR.

                       Live                                                         Agent Includes changing the s
                                                                                    from "ready to activate" to
                                                                                    live agent.




Confidential and Proprietary Page 6 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                       PRIMARY SERVICES
---------------------------------------------------------------------------------------------------------
BILLING CODE                              SERVICE ITEM                                   DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                      POS Transactions                                    Each POS transaction and ba
                                                                          involving a non-PIN required
                                                                          authorization request, settle
                                                                          adjustment, return, refund,
                                                                          with any account that      orig
                                                                          merchant (physical or virtual)
                                                                          transmitted to WildCard for pr
                                                                          transaction type as describe
                                                                          separate transaction.
---------------------------------------------------------------------------------------------------------
                      Cardholder Support

                             IVR Customer Support                                   The   processing of an IVR
                                                                                    standard options of IVR service

                             Live   Agent Customer Support                          The handling of a cardholder in
                                                                                    Agent and the handling of any e

---------------------------------------------------------------------------------------------------------
                      Shipping and/or Postage                             Postage or shipping     fees t
                                                                          material for any purpose as req
---------------------------------------------------------------------------------------------------------
                      Plastic Cards, POS Packaging, Card                  WildCard's coordination of the
                      Carriers, Envelopes, Statements, etc.               MasterCard or other payment
                                                                          applicable the Issuing Bank app
                                                                          as well as the actual produ
                                                                          staging in the fulfillment ce
                                                                          cards, card carriers, envelop
                                                                          labels, statements, cardholder
                                                                          other items as requested by the
---------------------------------------------------------------------------------------------------------
                      Plastic Card Run Set-Up                             Each   set-up   event   to   fa
                                                                          personalization, encoding, em
                                                                          package fulfillment of a singl
                                                                          of plastic cards with identical
                                                                          Specifically, this fee applies
                                                                          file transfer for plastic card
                                                                          processed with different card d
                                                                          printing, deliverable timefram
                                                                          components.




Confidential and Proprietary Page 7 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                      PRIMARY SERVICES
---------------------------------------------------------------------------------------------------------
BILLING CODE         SERVICE ITEM                                          DESCRIPTION OF SERVICE
---------------------------------------------------------------------------------------------------------
                     "My Account" Services and Gift Card Site

                       Configuration and Setup                                      The selection of options or
                                                                                    implementation of those decisio
                                                                                    with WildCard's standard web si
                                                                                    the Client to offer certain car
                                                                                    functions through the internet
                                                                                    and feel designated by the Clie

                       Web Site Hosting                                   Includes    hosting   WildCard
                                                                          configured for the client, on o
                                                                          manner mutually agreed upon by
---------------------------------------------------------------------------------------------------------
                     Standard Report Package                              The delivery of WildCard's stan
                                                                          a URL for Client access.
---------------------------------------------------------------------------------------------------------
                     Monetary Account Adjustments Other than              Each individual credit or debit
                     POS/ATM Transactions or Initial Value                other    than the    actual    cr
                     Load in CardWiz(TM) or Other Electronic              associated with a POS/ATM Trans
                     Method                                               load of a payroll disbursement.
                                                                          are several examples, two examp
                                                                          assessment of a cardholder f
                                                                          adjustment.
---------------------------------------------------------------------------------------------------------
                     Electronic Access to our Systems through             Each electronic,     OLTP trans
                     A2A (OLTP) or Batch File Transfers                   application-to-application (A2
                     (excludes WildCard generating reports)               (as provided in our OLTP docu
                                                                          batch file     transaction with
                                                                          system by a Client or customer
                                                                          specifications from WildCard.
                                                                          customer is responsible for
                                                                          software, data line connecti
                                                                          services required to support t
                                                                          Client or customer site(s)
                                                                          WildCard.
---------------------------------------------------------------------------------------------------------




Confidential and Proprietary Page 8 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                     CardWiz(TM) - Web-based Middleware for
                     Program Administration

                       Configuration and Setup                                      The   selection     of options
                                                                                    associated    with    WildCard's
                                                                                    application     for    program
                                                                                    enabling    the    Client   to
                                                                                    Transaction Card service funct
                                                                                    Web-application developed by Wi

                       User Licenses                                      Fee assessment (per individua
                                                                          access to CardWiz(TM) via t
                                                                          order to perform the designated
---------------------------------------------------------------------------------------------------------
                     CardWiz(TM) Technical Support                        The   provision    of    technica
                                                                          CardWiz(TM)     Users    through
                                                                          Support Hotline.
---------------------------------------------------------------------------------------------------------
                     Accounts on File                                     Fee charged during any mont
                                                                          unique, primary account number
                                                                          secondary or additional accou
                                                                          established on the WildCard da
                                                                          continue until Client asks to
                                                                          be removed.     Service include
                                                                          account     information    for
                                                                          settlement and customer serv
                                                                          applies until the       Cardholde
                                                                          purged, deleted or otherwise r
                                                                          system. Accounts will remain
                                                                          instructed to remove them by
                                                                          writing.
---------------------------------------------------------------------------------------------------------
                     Addition of Ultragraph onto Card                     Thermal hot stamp of an addit
                                                                          logo or image will be added
                                                                          plastic design at the time of e
                                                                          Ultragraph is limited to one co
                                                                          based off of a set number of
                                                                          foils. Each additional color
                                                                          another side will count as anot




Confidential and Proprietary Page 9 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTMES SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                       MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                     Description of S
---------------------------------------------------------------------------------------------------------
                     Thermal Printing or Embossing Account                During the Account Creation a
                     Number or Proxy on the Other Side of Card            Packaging process, in which an
                                                                          or proxy     number is    therma
                                                                          one-side, this services is
                                                                          thermal printing or embossing
                                                                          number or a proxy number on th
                                                                          a card.
---------------------------------------------------------------------------------------------------------
                     Affixing Activation Label to Card                    Affixing an activation label to
                                                                          prior to packaging and mailing
                                                                          not    include the cost of
                                                                          activation label.
---------------------------------------------------------------------------------------------------------
                     Automatable Card Package Inserts                     Placing items that are within
                                                                          automatable specification para
                                                                          cardholder package with the p
                                                                          card carrier     beyond what i
                                                                          Account Creation and Full Servi
---------------------------------------------------------------------------------------------------------
                     Manual Card Package Insert                           An insert that is not to the
                                                                          for    automation.   This inser
                                                                          stuffed.
---------------------------------------------------------------------------------------------------------
                     Rubber band bundling (25 per)                        Bundled plastics in groups
                                                                          rubber band.
---------------------------------------------------------------------------------------------------------
                     Rubber band bundling (50 per)                        Bundled plastics in groups
                                                                          rubber band
---------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (25 per)                        Bundled plastics shrink wrapp
                                                                          25.
---------------------------------------------------------------------------------------------------------
                     Shrink wrap bundling (50 per)                        Bundled plastics shrink wrapp
                                                                          50.
---------------------------------------------------------------------------------------------------------
                     Client Dedicated Toll-Free Numbers for               The set-up and monthly mainten
                     Customer Service                                     toll-free numbers for a Clien
                                                                          program(s).
---------------------------------------------------------------------------------------------------------
                     Check Issuance to Remove Value                       All transactions involving the
                                                                          value, where the disbursement
                                                                          cardholder is via a paper ch
                                                                          WildCard on the behalf of, or
                                                                          the client. A Monetary       Adj
                                                                          Account shall apply as well.




Confidential and Proprietary Page 10 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                      MISCELLANEOUS AND/OR OPTIONAL SERVICES AND FEES
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                      DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                     Lost/Stolen Card Processing                          Process    which    includes    ma
                                                                          lost/stolen, researching poten
                                                                          activity, identifying chargebac
                                                                          and handling the order for a re
                                                                          Account Creation and Full Ser
                                                                          will be charged for the replace
---------------------------------------------------------------------------------------------------------
                     Reissue Plastic Card with Same Account               The process of reissuing a pla
                     Number                                               the same account number alread
                                                                          request of the Client or cardh
                                                                          Creation, Card Fulfillment, Act
                                                                          Selection will be charged for t
                                                                          card.
---------------------------------------------------------------------------------------------------------
                     Return Mail/Statement/Card Handling                  This service includes the handl
                                                                          mail, statements, cards or ot
                                                                          not able to be delivered to a
                                                                          WildCard.
---------------------------------------------------------------------------------------------------------
                     Chargebacks                                          Each    individual       chargebac
                                                                          representments, handled on a cu
                                                                          by the WildCard       customer
                                                                          Service    will be     provided
                                                                          rules/regulations     of the     g
                                                                          association and does not incl
                                                                          MasterCard, Discover or other t
                                                                          which will be passed-through
                                                                          cost.
---------------------------------------------------------------------------------------------------------
                     IVR Custom Configuration                             Hourly rate for project manag
                                                                          assurance,    and    programming
                                                                          customized IVR development.
---------------------------------------------------------------------------------------------------------
                     Talon(TM)Software License Fee for Remote             The initial installation and li
                     Agent Support                                        User    of    the     Talon(TM)So
                                                                          application    provides     remote
                                                                          functionality for cardholder su
                                                                          to customer      service    agents
                                                                          Internet, a frame-relay, or
                                                                          connection capable of a sec
                                                                          using TCP/IP.
---------------------------------------------------------------------------------------------------------
                     Talon Annual Software Maintenance                    A service and fee related t
                                                                          maintenance, upgrades, or enha
                                                                          Talon(TM) application that is
                                                                          user on the anniversary of the




Confidential and Proprietary Page 11 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                RISK/FRAUD MANAGEMENT SERVICES
---------------------------------------------------------------------------------------------------------
    BILLING CODE                          SERVICE ITEM                                      DESCRIPTION OF
---------------------------------------------------------------------------------------------------------
                      Client Configuration for Risk Management            Process to review and        esta
                      Services                                            specific parameters for Falcon
                                                                          Risk Wise, including velocit
                                                                          loading, usage, as well as BIN
                                                                          other WildCard-specific options
---------------------------------------------------------------------------------------------------------
                      Fraud Services Minimum Monthly Charges              Minimum    monthly fees for F
                                                                          Transactions associated with F
                                                                          and Risk Wise services.
---------------------------------------------------------------------------------------------------------
                      Accounts on file for Fraud Servicing                Fee charged during any mont
                                                                          distinct primary account num
                                                                          card account number, or individ
                                                                          record is maintained on the Wil
                                                                          for the purpose of Fraud Servic
---------------------------------------------------------------------------------------------------------
                     Falcon and/or e-Falcon Transaction Scoring           Includes the analysis and s
                                                                          individual transaction by Fal
                                                                          card is used at POS or ATM as w
                                                                          funding event analyzed and scor
---------------------------------------------------------------------------------------------------------
                      WildCard Systems Transaction Analysis               Includes    WildCard's    assessm
                                                                          individual    transaction as d
                                                                          Client, based on parameter opt
                                                                          WildCard associated with restri
                                                                          BIN, determining if the fund
                                                                          another    account on the Wil
                                                                          platform,     evaluating     the
                                                                          transactions, authorizing tra
                                                                          on min/max transaction amount
                                                                          other parameters offered by Wil
                                                                          is assessed for each transactio
                                                                          each parameter reviewed.
---------------------------------------------------------------------------------------------------------
                      Risk Wise Review                                    Includes    every    review of
                                                                          applicant, cardholder or any o
                                                                          associated    with the cardhol
                                                                          giver), that Client establishe
                                                                          review. This is based on e
                                                                          attempt for each individual
                                                                          submitted to Equifax for scorin
---------------------------------------------------------------------------------------------------------




Confidential and Proprietary Page 12 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICES DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                  RISK/FRAUD MANAGEMENT SERVICES
---------------------------------------------------------------------------------------------------------
    BILLING CODE                          SERVICE ITEM                                       DESCRIPTION OF
---------------------------------------------------------------------------------------------------------
                      Actioned Account - Fraud Services                    An Actioned Account is one
                      Intervention                                         review and/or intervention by
                                                                           personnel    based on the     sc
                                                                           established by Client or other
                                                                           management intervention crite
                                                                           by the Client.
---------------------------------------------------------------------------------------------------------
                      Auto-Statused Accounts                               Automatic status change of an a
                                                                           client-defined criteria in Fal
                                                                           Risk Wise or WildCard parame
                                                                           email notification.
---------------------------------------------------------------------------------------------------------
                      Fraud Services Investigations                        Gathering data, analyzing trend
                                                                           information or any other action
                                                                           WildCard personnel as directe
                                                                           in support of Fraud Services.
---------------------------------------------------------------------------------------------------------
                      Warning Bulletin Notification                        Each placement of customer
                                                                           appropriate card association wa
                                                                           Service excludes association f
                                                                           be passed-through and billed
                                                                           cost.
---------------------------------------------------------------------------------------------------------
                      International "Hot Card" Listing                     Each placement of customer
                                                                           appropriate region(s) of the
                                                                           "hot   card"     system.    Serv
                                                                           association fees, which will be
                                                                           and billed to Client at cost.
---------------------------------------------------------------------------------------------------------
                      Cardholder Profile Matching                          Detection of multiple or excess
                                                                           by a card buyer or a card user.
                                                                           model creates profiles for e
                                                                           based on funding source, firs
                                                                           of the buyer and the cardho
                                                                           city/country codes, and teleph
                                                                           model     scores       individua
                                                                           client-defined criteria for ex
                                                                           sources, multiple card purchas
                                                                           and by the cardholder. The
                                                                           exact and partial matches to
                                                                           scores and takes actions based
                                                                           pattern. Actions include emb
                                                                           outsort for analyst review.




Confidential and Proprietary Page 13 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                              WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                                 RISK/FRAUD MANAGEMENT SERVICES
---------------------------------------------------------------------------------------------------------
BILLING CODE                              SERVICE ITEM                                       DESCRIPTION OF
---------------------------------------------------------------------------------------------------------
                      Octopus Review                                       The use of WildCard's Octop
                                                                           determine if links exist betwee
                                                                           and known fraudulent funding ca
                                                                           or phone numbers.
---------------------------------------------------------------------------------------------------------
                      Bank Account Verification                            The verification of bank accou
                                                                           provided by the cardholder for
                                                                           loading and unloading funds
                                                                           Includes contacting the bank
                                                                           the DDA account to verify infor
                                                                           by the cardholder to the exten
                                                                           provide such verification.
---------------------------------------------------------------------------------------------------------
                      Negative Balance Review with Under Floor             Review and assessment by WildCa
                      Limit Activity                                       individual accounts with negati
                                                                           under the floor limit activity.
                                                                           be   outsorted    and   reviewed
                                                                           parameters established by the
                                                                           is assessed for each account
                                                                           specified criteria on each day.
---------------------------------------------------------------------------------------------------------
                      Auto-Email Notification                              Generating an email      notific
                                                                           cardholder   at the     time an
                                                                           auto-statused.    Email   will
                                                                           cardholder provided email addre
                                                                           select either generic notifica
                                                                           provide custom notification mes
---------------------------------------------------------------------------------------------------------
                      eRACER Direct Client Access                          Providing   access    to eRACER
                                                                           personnel using a web interface
                                                                           up of initial program, establi
                                                                           and putting in place IP addr
                                                                           allow use only by specifica
                                                                           personnel and workstations. D
                                                                           fees for individual fraud to
                                                                           priced separately.
---------------------------------------------------------------------------------------------------------
                      Positive File Insertion                              Entering specific card numbers
                                                                           will preclude statusing the sp
                                                                           as fraud. Done at Client's writ
                                                                           cards which may appear to h
                                                                           activity but which Client deter
                                                                           sources for value loads.




Confidential and Proprietary Page 14 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                             PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                      DEVELOPMENT
---------------------------------------------------------------------------------------------------------
BILLING CODE                             SERVICE ITEM                                    DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                     Premium Reports                                      Any daily, weekly, monthly or q
                                                                          listed in the WildCard      Rep
                                                                          document as a Premium Report.
                                                                          are delivered to a secure URL f
                                                                          the client.

---------------------------------------------------------------------------------------------------------
                                  NAME OF PREMIUM REPORT AND                             DESCRIPTION OF R
                                   FREQUENCY OF DISTRIBUTION
---------------------------------------------------------------------------------------------------------
                     Cardholder Balance Detail - Daily                    Listing of remaining open b
                                                                          cards at the end of each day
                                                                          current day's activity by ca
                                                                          total of all balances cross
                                                                          Balance Summary report each day
---------------------------------------------------------------------------------------------------------
                     Cardholder Balance Summary- Daily                    Listing of remaining open b
                                                                          cards at the end of each day.
                                                                          of all balances cross foots
                                                                          Summary report each day.

---------------------------------------------------------------------------------------------------------
                     Expanded Daily Activity Detail - Daily               Listing of individual transact
                                                                          each cardholder account along w
                                                                          user ID and comments for each t
---------------------------------------------------------------------------------------------------------
                     Daily Authorizations - Daily                         Listing of all authorizations
                                                                          cardholder account including de
---------------------------------------------------------------------------------------------------------
                     Days Before Expiration - Daily                       Listing of cards that will exp
                                                                          the remaining balance in 30 day
                                                                          to 90 days prior to expiration.
---------------------------------------------------------------------------------------------------------
                     Value Load Detail - Daily                            Separation of value loads be
                                                                          loads, batch loads and CardWiz
---------------------------------------------------------------------------------------------------------
                     Account Creation - Daily                             Listing of all accounts created
                                                                          day.
---------------------------------------------------------------------------------------------------------
                     Account Activation - Daily                           Listing of all account      act
                                                                          specific day.
---------------------------------------------------------------------------------------------------------
                     ACH Rejects - Daily                                  Listing of all transactions
                                                                          cardholder account specifically
                                                                          unique ACH value load file. A
                                                                          specific customers and is not
                                                                          all value load sources.




Confidential and Proprietary Page 15 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                               WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                    PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                            DEVELOPMENT
---------------------------------------------------------------------------------------------------------
    BILLING CODE                           SERVICE ITEM                                   DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                      Closed Accounts W/Balance Equal to                   Listing of all closed account
                     ($10) and $1 - Daily                                  ending balance between -$10 a
                                                                           of the Daily      Cardholder    b
                                                                           report.
---------------------------------------------------------------------------------------------------------
                      Cardholder Maintenance Error - Daily                 Listing of all monetary and
                                                                           rejects on a particular day fro
                                                                           Includes a reason for the rejec
---------------------------------------------------------------------------------------------------------
                      Priority 1 Exception - Daily                         Listing of non-active accounts
                                                                           each day.
---------------------------------------------------------------------------------------------------------
                      Statused Accounts with Credit Balance -              Listing of non-active accoun
                      Daily                                                positive remaining balance.
---------------------------------------------------------------------------------------------------------
                      Debit Balance - Daily                                Listing   of all cards       havi
                                                                           balance.   Similar to the Ne
                                                                           report except this report c
                                                                           different fields.
---------------------------------------------------------------------------------------------------------
                      Card Loads on Cash-Outs - Daily                      Listing of all CardWiz loads
                                                                           transactions.
---------------------------------------------------------------------------------------------------------
                      Lost/Stolen - Weekly                                 Listing of all lost or stolen
                                                                           occurred the previous week. R
                                                                           Monday.
---------------------------------------------------------------------------------------------------------
                      Suspended Accounts w/Activity - Weekly               Listing of all suspended accou
                                                                           activity for the previous wee
                                                                           each Monday.
---------------------------------------------------------------------------------------------------------
                      Non-Activated and Suspended Accounts -               Listing of all accounts        th
                                                                           suspended or have not been a
                                                                           each Monday.
---------------------------------------------------------------------------------------------------------
                      Non-Activated and Re-Issued Accounts -               Listing of re-issued accounts
                      Weekly                                               yet been activated as of each M
---------------------------------------------------------------------------------------------------------
                      Returned Plastics - Monthly                          Listing of all cards that were
                                                                           Mail.
---------------------------------------------------------------------------------------------------------
                      Lost/Stolen - Monthly                                Monthly version of the lost/sto
                                                                           is generated each week or day.
---------------------------------------------------------------------------------------------------------
                      Authorizations - Monthly                             Monthly summary of the autho
                                                                           occurred   for the month.       G
                                                                           calendar month basis.
---------------------------------------------------------------------------------------------------------
                      Cardholder Portfolio Statistics - Monthly            Monthly   version    of the Da
                                                                           Statistics report. The only d
                                                                           the accounts added - the dail
                                                                           account added for the day whi
                                                                           version shows accounts added
                                                                           month.




Confidential and Proprietary Page 16 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                             WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                  PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOMER REPORT
                                                          DEVELOPMENT
---------------------------------------------------------------------------------------------------------
   BILLING CODE                           SERVICE ITEM                                    DESCRIPTION OF S
---------------------------------------------------------------------------------------------------------
                     BIN/1CA - Monthly                                     Used specifically for Internet
                                                                           to determine the BIN's used to
                                                                           value cards.
---------------------------------------------------------------------------------------------------------
                     Card Designs - Monthly                                Breakdown of cards issued for t
                                                                           design.
---------------------------------------------------------------------------------------------------------
                     Mail Status - Monthly                                 Listing of how cards were sent
                                                                           (US Mail/Express Mail).
---------------------------------------------------------------------------------------------------------
                     Source Code - Monthly                                 Marketing report that shows t
                                                                           various    promotion    codes
                                                                           implemented with a WildCard pro
---------------------------------------------------------------------------------------------------------
                     G2 Impromptu Web Reports                              Reporting tool that permits au
                                                                           to organize and present a sta
                                                                           using variable date ranges.
---------------------------------------------------------------------------------------------------------
                     G2 Web PowerPlay                                      Reports   generated from      pre
                                                                           elements that allow users to
                                                                           from summary to detail inform
                                                                           access weekly data.
---------------------------------------------------------------------------------------------------------
                     G2 Web Query                                          On-line queries utilizing pr
                                                                           elements that allow users to "
                                                                           detail to summary information.
                                                                           previous day's data.
---------------------------------------------------------------------------------------------------------
                     Report Storage Option 1- Current and                  WCS will ZIP all prior months
                     Prior Quarter On-Line Availability                    maintain the data on the URL fo
                                                                           the client. At the conclusion o
                                                                           quarter, WCS will purge all
                                                                           quarter before the quarter t
                                                                           thus enabling the current qu
                                                                           quarter of historical access
                                                                           the URL at any given time. C
                                                                           responsible for downloading
                                                                           data prior to being urged.
---------------------------------------------------------------------------------------------------------
                     Report Storage Option 2 - Current and                 WCS will ZIP all prior month
                     Prior Quarter On-Line Availability and                maintain the data on the URL fo
                     Quarterly Creation of Storage Media                   the client At the conclusion o
                                                                           quarter, WCS will extract th
                                                                           quarter before the quarter
                                                                           from the system, place it on
                                                                           the DVD to the Client within 3-
                                                                           quarter ends, and then purge th




Confidential and Proprietary Page 17 February 2003 for Corporate Sports Incentives
---------------------------------------------------------------------------------------------------------
                                            WILDCARD SYSTEMS SERVICE DEFINITIONS
---------------------------------------------------------------------------------------------------------
                                   PREMIUM, AD-HOC REPORTS, DATA STORAGE AND CUSTOM REPORT
                                                        DEVELOPMENT
---------------------------------------------------------------------------------------------------------
   BILLING CODE                          SERVICE ITEM                                   DESCRIPTION OF SE
---------------------------------------------------------------------------------------------------------
                    Report Storage Option 3 - Perpetual, On-              WCS will ZIP all prior month
                    Line Storage and Availability                         maintain the data on the URL fo
                                                                          the client until instructed
                                                                          purge the data or take some o
                                                                          mutually agreed.
---------------------------------------------------------------------------------------------------------
                    Report Development- Custom                            Hourly rate for project manag
                                                                          assurance,   and   programming
                                                                          customized reporting needs.




Confidential and Proprietary Page 18 February 2003 for Corporate Sports Incentives
                                                SCHEDULE B

                                                       TO

                                         SERVICES AGREEMENT

                                        INSURANCE COVERAGES

1. WildCard Insurance Coverage Requirements. WildCard agrees to keep in full force and effect and maintain at
its sole cost and expense the following policies of insurance during the term of this Agreement:

(1) Workers' Compensation and Employer's Liability Insurance:

(i) Statutory Worker's Compensation including occupational disease in accordance with law.

(ii) Employer's Liability Insurance with minimum limits of $500,000 per employee by accident/$500,000 per
employee by disease.

(2) Commercial General Liability Insurance (including contractual liability insurance) providing coverage for
bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000)
per occurrence.

(3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of
WildCard's operations or Services in an amount not less than three million dollars ($3,000,000) per occurrence.

(4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any
fraudulent or dishonest acts committed by WildCard personnel, acting alone or with others, in an amount not less
than one million dollars ($1,000,000) per occurrence.

2. CLIENT INSURANCE COVERAGE REQUIREMENTS. Client agrees to obtain and maintain each of the
following insurance coverages during the term of this Agreement, at Client's sole expense:

(1) Workers' Compensation and Employer's Liability Insurance:

(i) Statutory Worker's Compensation including occupational disease in accordance with law.

(ii) Employer's Liability Insurance with minimum limits of $500,000 per employee by accident/$500,000 per
employee by disease.
(2) Commercial General Liability Insurance (including contractual liability insurance) providing coverage for
bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000)
per occurrence.

(3) Professional Liability/Errors and Omissions Insurance covering acts, errors and omissions arising out of
Client's operations in an amount not less than three million dollars ($3,000,000) per occurrence.

(4) Employee Dishonesty and Computer Fraud Insurance covering losses arising out of or in connection with any
fraudulent or dishonest acts committed by Client personnel; acting alone or with others, in an amount not less than
one million dollars ($1,000,000) per occurrence.
                                                  SCHEDULE C

                                                         TO

                                           SERVICES AGREEMENT

                                            SERVICE STANDARDS

The service level standards and performance guidelines described herein are applicable to the WildCard System.
The performance of other entities outside the WildCard System (e. g., Bank, the Associations, and various
Internet service providers) will not be included in the determination of WildCard's adherence to the Service
Levels defined herein.

BELOW ARE THE MINIMUM SERVICE LEVEL STANDARDS AND PERFORMANCE
GUIDELINES THAT ARE REQUIRED FOR THE TRANSACTION CARD PROGRAM:

SYSTEM AVAILABILITY: This section defines the service level agreement for each major system supported
by WildCard and the percentage of time it will be available to the end-user community (e.g., on-line availability or
"up time") over the course of each program month. These sets of measurements exclude normally scheduled
outages (e.g., maintenance windows) as they are defined in ATTACHMENT A, SYSTEMS AVAILABILITY.

o AUTHORIZATIONS: WildCard will provide 99.50% authorization response processing levels for stored
value card authorization requests received from the Associations.

o INTERNET SERVICES: WildCard will provide 99.25% system-wide availability to Internet based
applications offered to Client customers.

o ACCOUNT SERVICES: WildCard will meet the following service level standards for the account services
supported by WildCard.

o VRU: WildCard will provide 99.50% system-wide availability to the Interactive Voice Response system (e.g.,
IVR).

o CALL CENTER: WildCard will provide a 24x7 call center manned 100% of the time, with 99.9% system-
wide availability to the Call Center.

o REPORTING SERVICES: WildCard will provide 99.25% system-wide availability to all Internet based
reports (e.g., on-line report files). All report files will be transmitted within 24 hours of Account Receivable batch
cycle.

DISASTER RECOVERY/BUSINESS CONTINUITY: This section defines the service level agreement for the
disaster and business recovery services supported by WildCard.

DISASTER RECOVERY EXERCISE: On an annual basis, WildCard will ensure that the business resumption
plan for this product offering is successfully executed within a predetermined
recovery time frame. In doing so, WildCard will exercise the plan by recovering 100% or more of the
applications and support facilities deemed critical.

SYSTEM SERVICES: This section defines the service level agreement for the system services supported by
WildCard. Details for this set of measurements are defined in ATTACHMENT B, SYSTEMS SERVICES.

1. SYSTEMS PROBLEM REPORTING: WildCard will provide a support group which will be available 24
hours a day, 7 days a week, to take incoming calls for assistance requests and to address system issues. The
support group will attempt to resolve issues reported on the call. If they are unable to do so, they will contact the
appropriate level of WildCard support staff to assist in the resolution. Every attempt will be made to resolve any
systems services problems within the first call; however, depending on the nature of the problem, resolution may
not occur within the first call due to factors outside of WildCard's control.

2. PLANNED OUTAGES: At times, there will be a need to address issues with various systems used by Client
and a planned outage outside the negotiated maintenance window(s) will be required. When this occurs, a Client
Down Time form will be submitted. This form will contain approvals on the time, date, and reason for the outage
from the Client management as well as WildCard management.

In the cases where a potential outage or planned outage occurs due to a request by the Client to implement a
change outside the maintenance window or when the required WildCard testing and quality assurance process
are not followed, a Service Level Waiver will need to be submitted. Upon approval, WildCard will be exempt
from adherence to the Service Level Agreement for this period of time.
                               ATTACHMENT A: SYSTEMS AVAILABILITY

1. AUTHORIZATIONS

                            SYSTEM: WILDCARD AUTHORIZATION SYSTEM

              (SIGMA) Connections:                  the Associations end-point authorization
                                                    interface

              (SIGMA) Hardware Platform:            Intel-based   processor    system,     fiber
                                                    channel disk arrays

              (SIGMA) Response         Time:        90% of transactions will be responded to
                                                    in 1 second or less, as calculated from
                                                    the time the transaction arrives at
                                                    WildCard to the time WildCard sends the
                                                    response back. 99% of transactions will
                                                    have a response time of 5 seconds or
                                                    less.

              (SIGMA) Operating        System:      Windows 2000 SP2, SQL2000 Enterprise
                                                    Edition, cluster configuration.

              (SIGMA) Service Levels:               365 days a year,   24   hours a day,   with




the following exceptions:

o 15 minutes between 3:00 and 05:00 EST Monday through Sunday

o additional normal weekly scheduled maintenance window which occurs each Sunday mornings between 02:00
and 06:00 EST (Although this is the scheduled maintenance window, this maintenance is usually completed within
35 minutes of starting)

2. INTERNET SERVICES

                                  SYSTEM: WFDCARD WEB SERVICES

               (SIGMA)      Connections:            Internet-based, multiple Tl s

               (SIGMA)      Hardware    Platform:   Intel based processor systems,   load
                                                    balancing switches, Cisco routers and
                                                    switches.

               (SIGMA)      Response Time:          Response time is calculated from the
                                                    time the request reaches WildCard to the
                                                    time when WildCard sends the response.
                                                    With the exception of statement viewing,
                                                    90% of all Internet requests will be
                                                    responded to in 5 seconds or less as
                                                    calculated from the time the transaction
                                                    arrives at WildCard. Statement request
                                                    response time will vary due to the
                                                    unknown quantity of data that will need
                                                    to be transmitted

               (SIGMA) Operating System:            Windows 2000 SP 2 Enterprise Edition, US
                                                    5.0 MTS

               (SIGMA) Service Levels:              365 days a year, 24 hours a day,       with
                                                    the following exceptions:
o 15 minutes between 3:00 and 05:00 EST Monday through Sunday

o additional optional weekly scheduled maintenance window which occurs each Sunday mornings between 02:00
and 06:00 EST (Although this is the scheduled maintenance window, this maintenance is usually completed within
35 minutes of starting)

3. VRU - VOICE RESPONSE UNIT

                                                 SYSTEM: IVR

               (SIGMA) Connections:                Multiple Tls, owned and      maintained by
                                                   WildCard or Client

               (SIGMA)      Hardware Platform:     Dialogic T1 boards, Larscom CSUs

               (SIGMA)      Response Time:         Answer ring to greeting: under 1 second;
                                                   Coordinated voice and data: under 2
                                                   seconds

               (SIGMA)      Operating System:      NT 4.0 SP 5 Enterprise Edition

               (SIGMA)      Service Levels:        365 days   a year,   24 hours a day,   with




the following exceptions:

o 15 minutes between 3:00 and 05:00 EST Monday through Sunday

o additional optional weekly scheduled maintenance window which occurs Sunday mornings between 02:00 and
06:00 EST (Although this is the scheduled maintenance window, this maintenance is usually completed within 35
minutes of starting
                                ATTACHMENT B: SYSTEMS SERVICES

1. INCIDENT RESOLUTION: WildCard will assign, work, and report on all incidents based upon the business
impact. Attention/updates to an incident will be governed by the severity assigned to that incident. Incidents will
be reported to Client daily. As such, severities are defined as follows:

--------------------------------------------------------------------------------------------------------
     SEVERITY                     DESCRIPTION                               RESOLUTION
--------------------------------------------------------------------------------------------------------
    Severity I       Requires immediate attention           Acknowledgment in 60 minutes or
                     and resolution. Emergency;             less and continued attention until
                     directly impacts the operation         resolved.
                     of the business.                       Status updates: After initial
                                                            contact advising of connection made
                                                            with member of responsible area,
                                                            hourly until identified estimated
                                                            time can be e given.
--------------------------------------------------------------------------------------------------------
    Severity 2       Legal or regulatory or                 Acknowledgment in 60 minutes or
                     immediate direct customer              less and resolution or identified
                     impact that is clearly not an          resolution in 24 hours.
                     isolated instance.                     Status updates: After initial
                                                            contact advising of connection made
                                                            with member of responsible area,
                                                            hourly until identified estimated
                                                            time can be e given.
--------------------------------------------------------------------------------------------------------
    Severity 3       Impacts critical business              Acknowledgment in I hour or less
                     functions; may have                    and resolution or identified
                     significant bottom line impact.        resolution in 48 hours.
                                                            Status updates: 3 hours until
                                                            identified estimated time can be
                                                            given.
-------------------- -------------------------------------- --------------------------------------------
    Severity 4       Isolated cardholder impact or          Acknowledgment in 1 hour and
                     impedes important business             resolution or identified resolution
                     functions.                             in weeks (subject to Regulation E
                                                            time frames and can be negotiated
                                                            with user).
                                                            STATUS UPDATES: Weekly until
                                                            identified estimated time can be
                                                            given.




Severity 1 & 2 can only exceed required resolution time frames with an approved exception. Exceptions can only
be authorized by specific managers and will be noted in the appropriate tracking mechanism under a specific field
for that purpose. All exceptions must be continuously updated until resolved.
2. DATA CENTER: WildCard provides the capability to process, store and access information for production
processes, analysis, and reporting.

SERVICE LEVEL STANDARDS for the Data Center include:
>Staffing 365 days a year, 24 hours a day.

>99.25% availability of critical on-line systems

>The following are business unit requirements:

o:o Scheduling changes to nightly production batch processing must be submitted to the scheduling department by
3:30 p.m. EST, Monday through Friday.

o:o Three (3) day notice for permanent changes to new or existing tables.

o:o Changes to schedules outside of the normal cutoff time require management approval and are noted as
exception changes.

3. NETWORKED SYSTEMS: WildCard provides all support for LAN connections, internal voice
communications, and Internet infrastructures. Client provides all support for telecommunications lines, and Client
routers installed on the WildCard premises.

SERVICE LEVEL STANDARDS for the Networked Systems include:

>Any critical hardware replacement will have a 48-business hour turnaround.

>Configurations for servers or complex systems will have a 24 business hours turnaround time.

Utility servers will have a 99.25% uptime. Disk space will be monitored to prevent shortages. Servers are
maintained 7 days a week, 24 hours a day. There will be planned downtime for maintenance which will be
broadcast ahead of time. These planned outages will not be included in the calculation for the 99.25% uptime.
                              EXHIBIT 6.2

                              WILDARD
                              SYSTEMS

Universal Golf Ticket
Program
for
CORPORATE SPORTS INCENTIVES
Scope Document

                               Version 0.5
                              April 4, 2003
4/4/03 Universal Golf Ticket Program for CSI ii Scope Document v0.5

TABLE OF CONTENTS

          1 Introduction ...............................................................1
            1.1   Program Partners .....................................................1
                1.1.1     Discover /Novus - Network Provider ...........................1
                1.1.2     WildCard Systems - Back-End Technology .......................1
                1.1.3     CSI - Program Client and Universal Golf Ticket Distributor ...2
                1.1.4     IDT - POS Integrator at Walgreens ............................2
                1.1.5     Retail Sales Locations .......................................2
                1.1.6     Participating CSI Golf Courses -- Merchant ...................2
                1.1.7     Issuing Bank -- TBD ..........................................3
             1.2 Program Overview .....................................................4
                1.2.1     Initial Program ..............................................4
                1.2.2     Future Programs ...........:..................................4
             1.3 Reference Materials ..................................................4
             1.4 Concept Description - CSI Universal Golf Ticket program ..............4
                1.4.1     Non-Standard Program Elements Required for CSI Universal
                          Golf Ticket ..................................................7
             1.5 Key Assumptions- CSI Universal Golf Ticket program ...................9
             1.6 Future Phase Development Items ......................................10
                1.6.1     Phase II ....................................................10
                1.6.2     Future Phase ................................................10
          2     Retail Universal Golf Ticket Program Requirements .....................11
             2.1 Account & Card Features & Functions .................................11
                2.1.1     Card Configuration ..........................................11
                2.1.2     Issuing Bank ................................................11
                2.1.3     Program Setup ...............................................11
                2.1.4     Discover Card ...............................................11
                2.1.5     Card Expiration and Reissue .................................11
                2.1.6     Cardholder Fee ..............................................11
                2.1.7     Merchant Network ............................................12
             2.2 Sales, Card Value, and Delivery Applications ........................12
                2.2.1     Delivery ....................................................12
                2.2.2     Card Sales and Activation ...................................13
                2.2.3     Card Value - CSI Universal Golf Ticket ......................14
             2.3 Customer Service Applications .......................................15
                2.3.1     IVR..........................................................15
                2.3.2     Live Agent - Customer Service Application ...................16
                2.3.3     Self-Service Cardholder Website (My Account) ................16
                2.3.4     Statements ..................................................17
                2.3.5     Lost/Stolen Ticket ..........................................17
                2.3.6     Card Reissue ................................................17
             2.4 Risk Management .....................................................17
                2.4.1     Person Authentication--NONE Through WildCard applications ...17
                2.4.2     Card Usage Controls .........................................18
             2.5 Money Movement - Settlement Services ................................18
                2.5.1     Settlement Requirements .....................................18
            2.6   Reporting & Analysis .........................,......................18
          3     Scope and High Level Requirements Approval ............................20




This document is confidential to WildCard Systems, Inc. and may not be used.
copied or disclosed except with express prior written consent of WildCard Systems, Inc. Copyright WildCard
Systems, Inc. 2003 - All rights reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI iii

                                        SCOPE DOCUMENT V0.5

                                              Revision History

         --------------   ------------   ----------------------------     -----------------------
         Date             Revision       Description                      Author
         --------------   ------------   ----------------------------     -----------------------
         1/24/03          0.1            First Draft                      Heather Hughes
         --------------   ------------   ----------------------------     -----------------------
         2/21/03          0.2            Second Draft                     Heather Hughes
         --------------   ------------   ----------------------------     -----------------------
         3/19/03          0.3            Third Draft                      Heather Hughes
         --------------   ------------   ----------------------------     -----------------------
         3/25/03          0.4            Fourth Draft                     Heather Hughes
         --------------   ------------   ----------------------------     -----------------------
         4/4/03           0.5            Final Draft                      Heather Hughes
         --------------   ------------   ----------------------------     -----------------------

         -------------- ------------ ---------------------------- -----------------------

         -------------- ------------ ---------------------------- -----------------------

         -------------- ------------ ---------------------------- -----------------------

         -------------- ------------ ---------------------------- -----------------------

         -------------- ------------ ---------------------------- -----------------------

         -------------- ------------ ---------------------------- -----------------------




This document is confidential to WildCard Systems. Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems. Inc. Copyright WildCard Systems. Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 1

                                          SCOPE DOCUMENT V0.5



1 INTRODUCTION

This document contains the statement of scope for Corporate Sports Incentives' (CSI) Universal Golf Ticket
program powered by WildCard Systems. The scope document will be used in the specification and setup of the
Universal Golf Ticket program for CSI. The scope document also captures the high level requirements associated
with any enhancements to support the Universal Golf Ticket and any future phase initiatives that would require
functional specifications.

Corporate Sports Incentives produces the Universal Golf Ticket(TM), Universal Ski Ticket(TM), Universal Spa
Ticket(TM), and Universal Amusement Ticket(TM). The Universal Ticket has been successfully marketed by
CSI for over twelve years. CSI invented and developed the current system and manages all fulfillment and
transaction processing.

The system workflow was engineered twelve years ago around technology that existed at that time. Since then,
several new stored-value card-processing technologies have emerged. CSI believes these new electronic card-
processing systems would facilitate wider acceptance, ease of use, and lower cost per transaction of the
Universal Ticket.

CSI's ideal launch date for its first stored value program - the Universal Golf Ticket card program is June 10,
2003. The final date for delivery to the retailer is July 20`".

The potential enhancements for additional programs will be scoped and sized in a future phase.

1.1 PROGRAM PARTNERS

          1.1.1       DISCOVER(R)NOVUS - NETWORK PROVIDER

                            The network    for     this     program     will   be   provided     through
                            Discover/Novus.

                            WildCard will leverage the Discover/Novus       network for the
                            authorization   and settlement of all Universal Golf Ticket
                            transactions. The Universal Golf Ticket process at Discover works
                            the same way as a Discover Card (or Gift Card) transaction. There
                            is no need to purchase new equipment.

                            Discover will be responsible for ensuring that the participating
                            retailers and golf course merchants are equipped and connected to
                            provide card activation and card usage respectively. CSI/WildCard
                            will coordinate efforts with Discover to determine any out of
                            network merchants. CSI and Discover have a marketing campaign in
                            place to sign up these merchants.

                            Approval has been received by the            Discover/Novus     network for
                            implementation of this program.

          1.1.2       WILDCARD SYSTEMS - BACK-END TECHNOLOGY

                            The back-end technology partner for this program is WildCard
                            Systems, which performs several roles. For the Universal Golf
                            Ticket program, WildCard's responsibilities will include:

                                  o    Serves   as   gateway        into   the      financial    network
                                       (Discover/Novus).

                                  o    Captures   transaction data from merchants and the
                                       participating   merchants   Card Acceptor IDs. (Card
                                       Acceptor IDs will be provided by CSI).
                                o     Manages the    account    database   and all   card   account
                                      balances.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 2

                                          SCOPE DOCUMENT v0.5



o Authorizes all cardholder transactions and adjusts cardholder balances per transaction.

o Supports and analyzes the retail sale (activation) process through Discover.

o Enforces all back-end business rules.

o Provides customer service including IVR, live anent and self-service cardholder website.

o Provides necessary reporting - including cardholder account activity reporting and any risk management.

o Performs settlement services for all funds movement with the Discover/Novus network on a daily basis.

o Establishes a Nova relationship on behalf of CSI.

                           WildCard will also be responsible for maintaining account data
                           related to activation, balance, and settlement. All transactions
                           will be passed, real-time via the Discover/Novus network to
                           WildCard's database.

          1.1.3      CSI - PROGRAM CLIENT AND UNIVERSAL GOLF TICKET DISTRIBUTOR

                           CSI will create the program and manage the distribution of the
                           Universal   Golf Tickets for this Universal Golf Ticket TM
                           promotion. CSI will negotiate all business arrangements with
                           distributors and retailers, and facilitate the distribution of
                           cards/packages to those locations.

                           CSI will be responsible for training the participating golf
                           course merchants on the program, and for sending a welcome
                           package to the participating merchants to collect the card
                           acceptor IDs (using the WildCard "white/dummy card" plastic swipe
                           process or batch process) used to identify these merchants in the
                           Discover/Novus   authorization   message. If the participating
                           courses do not currently accept Discover/Novus cards, CSI will
                           distribute promotional materials to encourage sign-up.

                           CSI will ensure that good funds are available          for   settlement of
                           cardholder transactions.

          1.1.4      IDT - POS INTEGRATOR AT WALGREENS

                           The front-end technology partner will be IDT. The role of IDT is
                           to allow for the sale and activation of the cards at Walgreens
                           POS by receiving transactions at the POS, reformatting them to
                           WildCard's A2A messaging specifications and routing them to
                           WildCard for processing.

          1.1.5      RETAIL SALES LOCATIONS

                           CSI will issue the Universal Golf Tickets through identified
                           Walgreens locations.   The number of Walgreens locations is
                           approximately 4,400. CSI will provide a final list to WildCard.
                           Any new retailers added to, CSI's portfolio would require a new
                           project.

                           The retailers will serve as authorized agents for activation/sale
                           of the Universal Golf Ticket. The retailers must be able to scan
                           the bar code on the Universal Golf Ticket package for the
                           inventory management and activation of the Universal Golf Ticket.

          1.1.6      PARTICIPATING CSI GOLF COURSES - MERCHANT
                          CSI has identified 1,300 golf courses within their existing
                          database that will be designated as participating merchants. (CSI
                          could potentially add additional merchants for the initial
                          launch).




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 3

                                        SCOPE DOCUMENT v0.5


                          These merchants will be established           on the CSI Universal Golf
                          Ticket program network of merchants.

                          All merchants affiliated with CSI that accept cards from Discover
                          as a form of payment, can accept the CSI Universal Golf Ticket
                          without changing their point-of-sale      (POS) systems.    Those
                          merchants that don't accept Discover, will receive promotional
                          materials   distributed by CSI/Discover     encouraging them to
                          sign-up.

                          For card usage, the merchant will swipe the magnetic stripe or
                          enter the Universal Golf Ticket account number; (just as the
                          merchant would with a Discover card).

         1.1.7       ISSUING BANK -- TBD

                          The issuing bank for this program will be determined.




This document is confidential to WildCard Systems. Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 4

                                SCOPE DOCUMENT v0.5



1.2 PROGRAM OVERVIEW

                  CSI plans to sell Universal        Golf   Tickets   to CSI's    customers
                  through various channels:

                       1.   Retail stores    (as     part   of   their   Universal   Ticket
                            portfolio)

                       2.   Packaged with   consumer    products      (example,   Top-Flite
                            Golf balls)

                       3.   Used for customer acquisitions and/or rewards

                       4.   On-line to consumers

                       5.   And/or through various commercial            entities    such as
                            incentive companies, employers, etc.

                  The initial program will be a Universal Golf Ticket, which will
                  be sold at Walgreens retail locations. This product will be a
                  Universal Golf Ticket (similar to a gift card) sold on a pegged
                  display through Walgreens Gift Card Express display next to the
                  register. The card will be used to pay for one (1) round of golf
                  at a select list of golf courses.

                  WildCard's approach to this program includes leveraging the
                  Discover/Novus network for the authorization and settlement of
                  transactions when the Universal Golf Tickets are used. This
                  ensures that all merchants affiliated with CSI that accept cards
                  from Discover as a form of payment, can accept the Universal Golf
                  Ticket without changing their pointof-sale (POS) systems. Those
                  that don't accept Discover will be given specific instructions on
                  how to accept Discover.

      1.2.1   INITIAL PROGRAM

                  The pilot program will only include the launch of the           Universal
                  Golf Ticket program distributed through participating           Walgreens
                  retail locations on a pegged display.

      1.2.2   FUTURE PROGRAMS

                   Upon completion of the initial program, CSI will decide whether
                   to roll out a prepaid card to a number of their other programs:

                       1.   Additional retailers for the Universal Golf Ticket

                       2.   Retail Co-branded Universal Golf Ticket and SwingPack

                       3.   Universal Spa Ticket (including hotels and resorts)

                       4.   Universal Golf Lesson Ticket

                       5.   Top-Flite Golf Learning Center Ticket

                       6.   Universal Ski & Snowboard Tickets

                       7.   Hale Irwin Golfers Stored Value Card

                  Note: These    future   programs   are out of scope for this initial
                  program.




1.3 REFERENCE MATERIALS
o WildCard Standard URL Reporting Package

o Wildcard batch file specifications

1.4 CONCEPT DESCRIPTION - CSI UNIVERSAL GOLF TICKET PROGRAM

WildCard will enable CSI to launch a Universal Golf Ticket program with an anonymous, Discover branded
card/account.

The Universal Golf Ticket will have the following features at launch:

This document is confidential to WildCard Systems, Inc. and may not be used.
copied or disclosed except with express prior written consent of WildCard Systems, Inc. Copyright WildCard
Systems, Inc. 2003 - All rights reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 5

                                           SCOPE DOCUMENT v0.5



                         ACCOUNT AND CARD FEATURES AND FUNCTIONS

o The program will run on the Discover network based on program approval from Discover.

o The Discover network will require an issuing bank (TBD). The funding account for CSI's Universal Golf Ticket
will be a WildCard account at the issuing bank.

o Discover product; accepted only at Discover/Novus merchant locations set up at WildCard for this program.
The CSI Universal Golf Ticket will not work at ATM or PIN-based POS locations.

o The Universal Golf Ticket will be an anonymous card/account -- with no personal cardholder recipient data
embossed on the card.

o The card will be branded with the Discover brand logo on the back of the card.

o The Universal Golf Ticket will only be allowed one authorization per card. It will be disposed of after the first
use.

o WildCard will set up the Universal Golf Ticket program for a 4-year physical expiration date. Once the card
has been activated, the logical expiration date will automatically be set to 10 months.

o There are no WildCard cardholder fees applicable for this program.

o No paper or online cardholder statements will be produced.

                                  SALES, CARD VALUE AND DELIVERY

o Activation and initial value loading will be processed from a front-end technology partner (IDT), which will
route to WildCard through A2A calls. All activation data will be routed to WildCard from IDT through an A2A
message for WildCard to update the account (activate).

o CSI will send a new "welcome kit" to the participating golf courses with educational information about the
program, a white plastic, information about downloading the card acceptor ID, and additional documentation on
how to use the card.

o All of the Universal Golf Ticket's underlying accounts will have the same fixed initial value loaded to the account
balance at the time of account generation. The initial account balance for all Universal Golf Tickets will be a fixed
U.S. dollar amount of $55.00 to pay for the round of golf. This value will be funded by CSI upon at time of card
activation.

,o The Universal Golf Ticket will only be allowed one authorization per card. It will be disposed of after the first
use, but CSI will allow one value reload to "gad" up to five (5) additional tickets to the Universal Golf Ticket. (To
play on a higher priced course may require several tickets). Value reloads to add additional tickets may only be
purchased through the WildCard self-service cardholder website (MyAccount) or via phone by calling WildCard
customer service. Only existing, unused cards will be permitted to add additional tickets.

o The value added to the card will not equal the amount charged to the purchaser's credit or debit card. Tickets
will be sold for a pre-defined value (e.g. $42.00 per ticket). The value added to the card will be in increments of
$55 per ticket. If a cardholder wants to add tickets to their card, WildCard will process the credit/debit card
transaction on behalf of CSI to purchase those additional tickets.

This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
          4/4/03                      UNIVERSAL GOLF TICKET PROGRAM FOR CSI                             6
                                               SCOPE DOCUMENT v0.5

          ================================================================================

                                  o     Each card account will only have one purse.




o No dollar denominations will be presented on the face of the, card. To the consumer/cardholder the card has
no dollar value - to the consumer the Universal Golf Ticket = "a golf experience".

o WildCard will establish the "network of merchants" (merchant card acceptor IDs) as defined by CSI/Discover.
CSI will be responsible for the collection of the card acceptor IDs from the targeted merchants. WildCard will
need to provide the white ("dummy") plastics used by the participating merchants to download the card acceptor
ID or CSI would download the merchant card acceptor IDs to WildCard through a batch process (TBD).

o No value unloading or check issuance will be permitted.

o The cardholder can only purchase "new" ticket packages face-to-face at participating Walgreens locations.

o The card will be branded with the Discover brand logo on the back of the card.

o The Universal Golf Ticket plastics will have a magnetic stripe. A 16-digit Discover account number must be
embossed on the front of the card.

o The card design will need to have a magnetic stripe placed in an opposite position from the traditional space
(see attached card design). The magnetic stripe will need to be placed on the opposite bottom front vs. traditional
opposite top front. This design allows the card to be attached to the front of the package with the magnetic stripe
available at the bottom of the package. Potential issue TBD with treatment/requirement of expiration date. If
embossed, would conflict with desired maunetic stripe placement. Will require a variance from Discover (TBD).

o WildCard will be responsible for the embossing/encoding of the cards. WildCard will ship the cards in bulk to a
central CSI location. CSI will affix the plastic to the retail package, and package and ship the cards to the
appropriate Walgreens distribution centers.

o CSI will develop copy and design the Universal Golf Ticket and all printed materials. CSI will incorporate any
required guidelines established by Discover. (TBD)

                                            CUSTOMER SERVICE

o All customer service interfaces will need to provide the card balance in terms of number of tickets vs. dollar
value.

o WildCard will provide a custom IVR service to include special scripted IVR messaging for specific cardholder
issues related to the Universal Golf Ticket.

o WildCard will provide live agent customer service, which will include addressing program questions from
cardholders and completing sales orders of adding additional tickets to existing, unused cards.

o WildCard will provide a custom MyAccount website where the cardholder can check the card balance (in
tickets), obtain card replacement instructions, add additional tickets, and link to CSI course locator web pages.

This document is confidential to WildCard Systems, Inc. and may not be used.
copied or disclosed except with express prior written consent of WildCard Systems, Inc. Copyright WildCard
Systems, Inc. 2003 - All rights reserved
            4/4/03                  UNIVERSAL GOLF TICKET PROGRAM FOR CSI                               7
                                             SCOPE DOCUMENT v0.5

            ================================================================================

                            RISK MANAGEMENT




o The program will use existing WildCard risk management services associated with value loading and card
usage. WildCard will manage all risk services.

o Risk services associated with purchasing transactions over the phone or the web is TBD.

                                  SETTLEMENT/MONEY MOVEMENT

o WildCard will analyze and develop any special settlement process associated with the transaction value
authorized.

o WildCard must be able to remit to CSI the difference in the amount of the settled transaction and the account
value funded.

                                                  REPORTING

o CSI will be provided standard financial reporting via URL.

o WildCard will develop custom reporting regarding the account funding for each account and the associated
settlement amount.

o WildCard will provide reporting at the Walgreens

                                        corporate level (not the store level).          Requirements to
                                        be provided by CSI.

            1.4.1     NON-STANDARD PROGRAM ELEMENTS REQUIRED FOR CSI UNIVERSAL GOLF TICKET

                            WildCard has determined from the current            information provided
                            that the following requirements will be             non-standard program




elements:

                        ACCOUNT AND CARD FEATURES AND FUNCTIONS

o The Universal Golf Ticket will only be allowed one authorization per card (onetime use). It will be disposed of
after the first use. WildCard will set up the Universal Golf Ticket program for a 4-year physical expiration date.
Once the card has been activated, the logical expiration date will automatically be set to 10 months.

                                 SALES, CARD VALUE AND DELIVERY

o CSI will allow one value reload to "add" up to five (5) additional tickets to the Universal Golf Ticket. (To play
on a higher priced course may require several tickets). Value reloads to add additional tickets may only be
purchased through the WildCard self-service cardholder website (MyAccount) or via phone by calling WildCard
customer service. Only existing, unused cards will be permitted to add additional tickets.

o The value added to the card will not equal the amount charged to the purchaser's credit or debit card. Tickets
will be sold for a pre-defined value (e.g. $42.00 per ticket). The value added to the card will be in increments of
$55 per ticket. If a cardholder wants to add tickets to their card, WildCard will process the credit/debit card
transaction to purchase those additional tickets.

o WildCard must establish the "network of merchants" (merchant card acceptor IDs) as defined by
CSI/Discover. CSI will be responsible for the collection of the card acceptor IDs from the targeted merchants
through the "welcome kit'". CSI will provide the card acceptor IDs to WildCard. WildCard will need to provide
the white ("dummy") plastics used by the participating merchants to

This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 8

                                           SCOPE DOCUMENT v0.5



download the card acceptor ID or CSI would download the merchant card acceptor IDs to WildCard through a
batch process.

o The card design will need to have a magnetic stripe placed in an opposite position from the traditional space.
The magnetic stripe will need to be placed on the opposite bottom front vs. traditional opposite top front. This
design allows the card to be attached to the front of the package with the magnetic stripe available at the bottom
of the package. There may be a potential issue with treatment/requirement of expiration date. If embossed, would
conflict with desired magnetic stripe placement. May require variance from Discover (TBD).

                                            CUSTOMER SERVICE

o All customer service interfaces (IVR, Live Agent, and MyAccount) will need to provide the card balance in
terms of number of tickets vs. dollar value. A new process is required to translate dollar balance into equivalent
number of tickets. All interfaces must be able to display/read ticket values to the customer. The logic should
follow the example below:

If card is used = zero tickets If card balance is $55 = I ticket If card balance is $1 10 = 2 tickets If card balance
is $165 = 3 tickets If card balance is $220 = 4 tickets If card balance is $275 = 5 ticket If card balance is $330
= 6 tickets

If the Universal Golf Ticket does not have a balance of an increment of 55, then the card would have been used
and thus would be equal to zero (0) tickets.

o Custom IVR: The following high-level features must be available:

o Enter card number only for validation

o Check card status and ticket balance

o If the card is expired and is unused, then indicate that the card has expired, and warm transfer to CSI's
customer service (to allow the cardholder to obtained reissued card).

o Upon cardholder validation, reads card balance in number of tickets

o Provide option to "add tickets" to card, lost or stolen, and/or opt out to live agent

o If the card has been lost or stolen, the cardholder may report the lost/stolen card by calling the WildCard IVR
or WildCard customer service representative.

o For a lost or stolen directory), WildCard must provide a warm transfer to CSI customer service number for
new directory requests.

o Live Agent/CSA: WildCard will provide live agent customer service, which will include:

o Addressing program questions from cardholders

o Completing sales orders of adding additional tickets to existing, unused cards.

o Building and submitting the purchase transaction

o Capturing purchaser information (name and billing address) to create a MOTO (mail order/telephone order)
transaction.
o CSI/WildCard will need to develop scripting for the live agents to explain to the, ticket holder that CSI will not
offer a card replacement to a cardholder that has had their card lost or stolen.

This document is confidential to WildCard Systems. Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
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o My Account Website: The following high-level features must be available:

o Enter card number only for validation

o Checks account / card status and ticket balance

o If the card has expired and the ticket is unused, then indicate card expired, and display instructions and CSI
contact information to obtain a reissued card.

o Upon validation, displays balance in number of available tickets

o Capability to allow one value reload to add up to five (5) additional tickets to the card. WildCard will need to
develop a purchase process including the ability to provide an on-line receipt or an email confirmation of
purchase to the purchaser (email confirmation is contingent upon the purchaser having an email address). Only
existing, unused cards will be permitted to add additional tickets.

o Provide frequently asked questions

o Provide information about the Universal Golf Ticket program

o Link to CSI course locator web pages

                                            RISK MANAGEMENT

o WildCard will need to determine if there will be a need for Risk services associated with purchasing
transactions over the phone or the web.

                                  SETTLEMENT/MONEY MOVEMENT

o WildCard will analyze and develop any special settlement process associated with the transaction value
authorized.

o WildCard must also be able to remit to CSI the difference in the amount of the settled transaction and the
account value funded. WildCard will remit to CSI any unused dollar balances on the card account after one
authorization.

                                                  REPORTING

o WildCard will develop custom reporting regarding the account funding for each account and the associated
settlement amount.

o WildCard will determine if any new reporting must be developed for this program at the Walgreen's (retailer)
corporate level (not the store level). CSI will provide reporting requirements (TBD).

o WildCard must determine if custom reporting will be required related to the account balance funded and the
related settlement amount.

                                                     OTHER

o Establish Nova relationship on behalf of CSI.

1.5 KEY ASSUMPTIONS- CSI UNIVERSAL GOLF TICKET PROGRAM
WildCard has identified the following key assumptions for this program:

o Discover implementation is tested and in production.

o Walgreens, IDT or WildCard is able to support the Universal Golf Ticket activation process.

o CSI will obtain and provide the merchant card acceptor IDs.

This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems. (nc. 2003 - All rights
reserved
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o Card packaging will allow for bar code scanning. (TBD)

o CSI will be responsible for the card packaging and shipment to the participating retail locations.

o CSI be responsible for card inventory management.

Additional key assumptions may be added during the scope of this program.

1.6 FUTURE PHASE DEVELOPMENT ITEMS

          1.6.1       PHASE II

                            In a later phase, CSI will require the capability to use the
                            WildCard CardWiz application to close and cash out the card
                            balance and open and value load to a new account (anonymous
                            account) for its card reissue procedures related to expired,
                            unused tickets.

          1.6.2       FUTURE PHASE

                            CSI has expressed interest in the following            enhancements to its
                            programs) at a future date:

                                  o     A batch file process will be developed to add, remove
                                        or change a card acceptor ID within the network (TBD).

                                  o     Acquiring the cardholder's personal information at some
                                        future date. The method to obtain this information may
                                        be via a cardholder website or live agent.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
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2 RETAIL UNIVERSAL GOLF TICKET PROGRAM REQUIREMENTS

2.1 ACCOUNT & CARD FEATURES & FUNCTIONS

      2.1.1   CARD CONFIGURATION

                  The Universal Golf Ticket will be an anonymous Discover branded
                  card. The card will have the ability to be used at any
                  Discover/Novus merchant within the "network of merchants" setup
                  by CSI/WildCard.

                  These cards will have no ATM access or PIN-based POS    transaction
                  capability.

                   WildCard and CSI will be responsible for gaining all approvals
                   for program branding and product configuration from Discover.

      2.1.2   ISSUING BANK

                  The Discover network will require an issuing bank.     Issuing bank
                  to be determined (TBD).

      2.1.3   PROGRAM SETUP

                   WildCard will setup this program as a separate CSI sub-program.

      2.1.4   DISCOVER CARD

                   The CSI Universal Golf Ticket program will bear the Discover
                   brand logo on the back of the card plastic and can be used at any
                   participating Discover/Novus merchant set up for the program.

      2.1.5   CARD EXPIRATION AND REISSUE

                   WildCard will set up the CSI Universal Golf Ticket for a 4-year
                   physical expiration date. Once the card has been activated, the
                   logical expiration date will automatically be set to 10 months.
                   At that point, the physical expiration date (on the magnetic
                   stripe) will be 4 years and the logical expiration date (on the
                   underlying account on the WildCard System) will be 10 months.

                   The Universal Golf Ticket will only be allowed one authorization
                   per card. It will be disposed of after the first use.

                  The Universal Golf Ticket card expiration date will be disclosed
                  to the cardholder through pre-printed verbiage on the front of
                  the card plastic. WildCard will determine whether the expiration
                  date on the card will be printed or suppressed (TBD).

                  CSI will have a card reissue process. CSI will replace the card
                  if the card has expired and has not been used. (See Card Reissue
                  Section)

      2.1.6   CARDHOLDER FEE

                  Due to the fact that the Universal Golf Ticket has no dollar
                  value associated with it from a cardholder perspective, there
                  will be no WildCard cardholder fees assessed with the CSI
                  Universal Golf Ticket program.

                   CSI will charge a card replacement fee, but it will be assessed
                   by CSI directly and is outside of the scope of this program.
This document is confidential to WildCard Systems, Inc. and may not be used.
copied or disclosed except with express prior written consent of WildCard Systems. Inc. Copyright WildCard
Systems, Inc. 2003 - All rights reserved
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          ================================================================================

          2.1.7      MERCHANT NETWORK




WildCard will set up the merchant network based on the information provided by CSI/Discover on the
participating golf course merchants.

WildCard will receive the required merchant data (card acceptor IDs) from CSI. CSI will receive this information
either from Discover, or by sending a "welcome kit" to the participating merchants and instructing them to swipe
the plastic through their terminal reader to download the required data to WildCard.

If the participating courses do not currently accept Discover/Novus cards, CSI will distribute promotional
materials to encourage sign-up.

2.2 SALES, CARD VALUE, AND DELIVERY APPLICATIONS

          2.2.1      DELIVERY

          2.2.1.1       CARD DESIGN/PLASTIC

                           CSI will provide card design for the plastic.

                           WildCard will execute the mechanicals for card production                 and
                           will obtain approval for the card design from Discover.

                           CSI will handle the card manufacturing and WildCard will handle
                           the card personalization (embossing and encoding of the plastic)
                           through an authorized Discover vendor. Once the cards have been
                           embossed and encoded, WildCard will ship the card plastics in
                           bulk to CSI. CSI will be responsible for affixing the plastic to
                           the retail package and packaging/bundling the cards to be shipped
                           to the appropriate Walgreens distribution centers.

                           The card design will need to have a magnetic stripe placed in an
                           opposite position from the traditional space (see attached card
                           design). The magnetic stripe will need to be placed on the
                           opposite bottom front vs. traditional opposite top front. This
                           design allows the card to be attached to the front of the package
                           with the magnetic stripe available at the bottom of the package.
                           The magnetic stripe will provide the swiping capability at the
                           participating golf courses for card use/authorization. Potential
                           issues are to be determined with        treatment/requirement of
                           expiration date (TBD). If the card were embossed, this would
                           conflict with desired magnetic stripe placement. May require
                           variance from Discover (TBD).

                           The Discover 16-digit account number will be embossed on the
                           plastic. The card will be swiped by the merchant (golf course)
                           for the electronic authorization.      The card number may be
                           key-entered if the magnetic stripe cannot be read. Since card
                           number entry will be required for IVR access, a card number must
                           be printed/embossed on the card plastic.

                           The Universal Golf Ticket card expiration date will be disclosed
                           to the cardholder through pre-printed verbiage on the front of
                           the card plastic. WildCard will determine whether the expiration
                           date on the card will be printed or suppressed (TBD).

                           The Universal Golf Ticket will not have a signature           panel on the
                           back of the plastic.

                           The Discover      logo   will be   displayed    on the    back of the card
                           plastic.

                           CSI has provided the Universal Golf             Ticket    card   design   to
                           Discover and is waiting on approval.
This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03               UNIVERSAL GOLF TICKET PROGRAM FOR CSI                      13
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================================================================================

2.2.1.2    FULFILLMENT PACKAGE

              There will be no PIN access with this          program,   thus no PIN
              fulfillment options will be required.

              CSI will design and write copy for print production of all paper
              fulfillment materials in coordination with the design direction
              of the plastics and card packaging.

              All information on the   fulfillment   packagre will be provided in
              English.

              A magnetic stripe must be exposed through the card packaging and
              available on the card plastic for swiping through a card reader
              to activate the card. Swiped activation must be enabled without
              the package being opened.

              A bar code for scanning the Universal Golf Ticket sale must be
              available on the outside of the card package for POS sales and
              inventory management.

               CSI will determine the guidelines/regulations for terms and
               conditions related to this program. The terms and conditions must
               be included along with the Universal Golf Ticket packaging
               through the participating golf course directory and on the back
               of the card plastic. CSI will obtain approval from Discover on
               the terms and conditions disclosed to the cardholder.

2.2.1.3    CARD FULFILLMENT

              The designated vendor (authorized by Discover) will apply the
              magnetic-stripe, and emboss and encode the card plastics. It will
              be determined whether the personalization and packaging will take
              place at one fulfillment vendor or separate vendors.

               WildCard will need to determine the correct personalization
               (embossing/encoding) vendor for Discover cards (TBD).

              WildCard will ship the embossed and encoded card plastics to CSI
              for retail packaging and shipment. CSI will provide the central
              location on where to ship the cards.

              CSI will be responsible for affixing the card plastic to the card
              packaging,   bundling/packaging   the cards, and shipping the
              completed card packages to the appropriate Walgreens distribution
              centers.

2.2.1.4     INVENTORY AND DISTRIBUTION MANAGEMENT

              The final    specifications   for inventory and  distribution
              management will be determined in partnership between CSI, the
              retailer partners, and WildCard.

               CSI will manage the inventory and distribution process.

2.2.2     CARD SALES AND ACTIVATION

               The Universal Golf Tickets will be distributed on a pegged
               display through participating Walgreens,locations.      When the
               customer brings the Universal Golf Ticket package to the check
               out lane for purchase the following process will take.place:

                   1.   The consumer brings the Universal Golf Ticket package
                        to the retailer's checkout cashier. The cashier will
                        total and receive payment from the cardholder for the
                        total purchase amount including the Universal Golf
                        Ticket package price and any additional miscellaneous
                        items that that customer wishes to purchase.

                   2.   The   Walgreens   cashier   will   scan the bar code on the
                                      card package, which will prompt a message              on the
                                      register for the cashier to swipe the magnetic         stripe
                                      on the Universal Golf Ticket.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 14

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                          3.   The cashier will swipe the Universal Golf Ticket, which
                               will prompt a message to the cashier on the POS
                               terminal to enter the price of the Universal Golf
                               Ticket package. WildCard will not be responsible for
                               this   step,   due to the fact      that the card is
                               pre-denominated.

                          4.   The cashier will then enter the package price amount,
                               at which time the captured data (the account number)
                               will be sent to Walgreens central host (TBD) and an A2A
                               message will be built and routed to WildCard from the
                               specified Walgreens location using IDT as the POS
                               integrator and switch to WildCard. IDT will receive
                               transactions at the POS, reformat them to WildCard's
                               A2A messaging    specifications and routing them to
                               WildCard for processing.

                          5.   The   funds   collected   will   be   handled   through
                               pre-existing Walgreens sales procedures for acceptance
                               of various payment tenders (e.g. cash, checks and
                               cards). Note: The cardholder will receive only one
                               receipt including the Universal Golf Ticket sale and
                               any miscellaneous items. CSI will determine through
                               Walgreens what type of receipt information will be
                               provided to the purchaser and if the Universal Golf
                               Ticket number will be provided (TBD) on the receipt.

                     WildCard will only be responsible for updating the account to
                     active status once the activation message is received from IDT.

                     Once the card has been activated, the card        value will be
                     available for one     authorization/use by the    cardholder at
                     participating golf courses.

      2.2.3     CARD VALUE - CSI UNIVERSAL GOLF TICKET

                    To the consumer, this card has zero dollar value, so no dollar
                    denominations will be presented on the face of the card. To the
                    consumer/cardholder  the   Universal   Golf Ticket _ "a golf
                    experience".

                     All of the Universal Golf Ticket's underlying accounts will have
                     the same fixed initial value loaded to the account balance at the
                     time of account generation. The initial account balance for all
                     Universal Golf Tickets will be a fixed U.S. dollar amount of
                     $55.00 to pay for the round of golf. This value will be
                     established at the time the account is generated, but will not be
                     funded (by CSI) until the card has been activated.

                     The Universal Golf Ticket only be allowed one authorization   per
                     card. It will be disposed of after the first use.

      2.2.3.1     RELOADING (ADDING ADDITIONAL TICKETS)

                    Once the customer has purchased the card and it has been
                    activated the customer can immediately use the card at a
                    participating golf course that will only require "one ticket" to
                    play their course. (To play on a higher priced course may require
                    several tickets).

                    Should thecustomer wish to purchase (or add) additional tickets
                    to their card balance, they will be allowed a one-time reload-(of
                    up to five additional tickets) to an existing, unused card by
                    calling WildCard customer service or through the My Account
                    cardholder self-service website application. The toll-free number
                    to Wildcard customer service and My Account website address will
                    be included within the card packaging with the initial purchase.
                          WildCard representatives, using a web-based application, will
                          facilitate the process to purchase additional tickets. The
                          toll-free number provided to the purchaser will direct them to
                          the WildCard IVR first, where the purchaser will enter only their
                          16-digit card account number before choosing to be transferred to
                          a live agent for additional ticket purchases.




This document is confidential to WildCard Systems, Inc. and may not be used.
copied or disclosed except with express prior written consent of WildCard Systems, Inc. Copyright WildCard
Systems, Inc. 2003 - All rights reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 15

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The cardholder must identify himself or herself to the WildCard customer service representative via the 16-digit
card account number on the front of their card. To purchase additional tickets, the cardholder will provide the
following information:

o Name

o Address

o Home phone number

o Email address

o Date of birth

o Payment Method

The information provided by the cardholder will be screened via Wildcard risk tools. Once the risk screening is
complete, the value will be added to the card.

Reloading will not be allowed on any Universal Golf Ticket that has already been used (only unused cards will be
allowed to reload).

The value added to the card will not equal the amount charged to the purchaser's credit or debit card. Tickets will
be sold (cost to cardholder or purchaser) for a pre-defined value ($42.00 per ticket). The value added to the
underlying card account (funded by CSI) will be in increments of $55 per ticket. If a cardholder wants to add
tickets to their card, WildCard will process the credit/debit card transaction to purchase those additional tickets.

2.3 CUSTOMER SERVICE APPLICATIONS

                            Access to the WildCard -supported IVR customer service will
                            require that the cardholder enter only their 16-digit Universal
                            Golf Ticket account number, but no access code will be required.

                            All customer service interfaces (IVR, Live Agent and MyAccount)
                            will need to provide the card balance in terms of number of
                            tickets vs. dollar value. A new process is required to translate
                            dollar balance into equivalent number of tickets. All interfaces
                            must be able to display/read ticket values to the customer.
                            Translation example is shown below. (Actual values must be
                            provided by CSI during the functional requirements phase):

                                  The logic should follow the example below:

                                        If   card is used = zero tickets
                                        If   card balance is $55 = 1 ticket
                                        If   card balance is $110 = 2 tickets
                                        If   card balance is $165 = 3 tickets
                                        If   card balance is $220 = 4 tickets
                                        If   card balance is $275 = 5 tickets
                                        If   card balance is $330 = 6 tickets

                                  If the Universal Golf Ticket does not have a balance of an
                                  increment of 55, then the card must have been used and thus
                                  would be equal to zero (0) tickets.

          2.3.1       IVR

                            CSI will    require a custom     WildCard IVR for the      Universal    Golf
                          Ticket program. The IVR will be offered in English only. The
                          following features must be available through the WildCard IVR:

                                o     The cardholder must be able to enter their l6-digit
                                      Universal Golf Ticket card number only for validation
                                      and IVR access.

                                o     Upon cardholder validation, the IVR will speak the card
                                      balance in number of tickets.

                                o     The system must be able to check the         status of their
                                      card and the ticket balance.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
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o If the card is expired and the ticket is unused, then the IVR must indicate (or speak) that the card has expired,
and warm transfer to CSI's customer service (to allow the cardholder to obtain a reissued card).

o The cardholder will have an IVR option to "add tickets" to their card, which should transfer the call to a
WildCard live agent.

o If the card has been lost or stolen, the cardholder may report the lost/stolen card by calling the WildCard IVR
or WildCard customer service representative. CSI/WildCard will need to develop scripting for the live agents to
explain to the ticket holder that CSI will not offer a card replacement to a cardholder that has had their card lost
or stolen.

o For a lost or stolen directory (or expired card),

                                        WildCard must provide a warm transfer to CSI customer
                                        service number for new directory requests.

           2.3.2      LIVE AGENT - CUSTOMER SERVICE APPLICATION

                            WildCard    will provide live agent       customer      service,   which will




include:

o Addressing program questions from cardholders

o Completing sales orders of adding additional tickets to existing, unused cards.

o Building and submitting the purchase transaction

o Capturing purchaser information (name and billing address) to create a MOTO (mail order/telephone order)
transaction.

o CSI/WildCard will need to develop scripting for the

                                        live agents to explain to the ticket holder that CSI
                                        will not offer a card replacement to a cardholder that
                                        has had their card lost or stolen.

                            All live agent customer service will be provided in English only.

                            The WildCard IVR will provide a warm transfer to a CSI customer
                            service   representative   for customer's    with a lost/stolen
                            directory that want obtain a new directory or for ticket holders
                            that have an expired, unused card that want to request a reissued
                            card.

           2.3.3      SELF-SERVICE CARDHOLDER WEBSITE (MY ACCOUNT)

                            One of the customer support options available to CSI cardholders
                            will be the My      Account   self-service  cardholder   website
                            application. This site will provide customer service for the
                            cardholder including ticket balance, program information and the
                            capability to add additional tickets.

                            CSI will work together with WildCard to select the available,
                            standard functional modules it requires, and then provide a
                            specification for the turnkey graphic configurations.
                          Cardholders must have the capability to purchase (add) up to five
                          (5) additional tickets to their existing, unused cards. WildCard
                          will need to develop a purchase process including the ability to
                          provide an email confirmation of purchase to the purchaser. (Only
                          existing, unused cards will be permitted to add additional
                          tickets.

                          All My Account service information will be in English only.

                          The following high-level features          must be available on the My
                          Account application for the:

                                o     The cardholder must be able to enter their 16-digit
                                      Universal Golf Ticket card number only for validation
                                      and access into the MyAccount site.

                                o     Once the cardholder has been validated and has access
                                      into the MyAccount site, the page will display the
                                      cardholder's  balance in the number of      available
                                      tickets.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
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o The cardholder must be able to check the status of their card and the ticket balance.

o If the card is expired and the card is unused, then the website must indicate that the card has expired.

o The site must provide a process to purchase or add additional tickets to the existing, unused card.

o The site must provide a process including the ability to provide an on-line receipt or email confirmation of
purchase to the purchaser (email confirmation is contingent upon the purchaser having an email address).

o The site must provide a list of frequently asked questions.

o The site must provide information or instructions about

                                        the Universal Golf Ticket program.

                                        The site will have a link to CSI's         course    locator web
                                        pages.

          2.3.4       STATEMENTS

                            No cardholder statements will be produced with this program.

          2.3.5       LOST/STOLEN TICKET

                            If the card has been lost or stolen, the cardholder may report
                            the lost/stolen card by calling the WildCard IVR or WildCard
                            customer service representative.     CSI/WildCard will need to
                            develop scripting for the live agents to explain to the ticket
                            holder that CSI will not offer a card replacement to a cardholder
                            that has had their card lost or stolen.

                            CSI will not offer a card replacement           to a cardholder     that has
                            had their card lost or stolen.

          2.3.6       CARD REISSUE

                            If the card has expired and has not been used, the cardholder may
                            obtain a new card by calling the WildCard IVR or WildCard
                            customer service representative who will warm transfer the
                            cardholder to a CSI customer service representative.

                            CSI will need the ability to reissue the Universal Golf Ticket if
                            the card has expired and has not been used. The customer will be
                            instructed to mail in their expired card to CSI. Once received,
                            CSI will reissue a new card with a 10-month expiration to the
                            cardholder. CSI will charge the cardholder with a $15.00 card
                            replacement fee for the reissued card. WildCard will not be
                            responsible to this fee assessment.

                            In a later phase, CSI will require the capability to use the
                            WildCard CardWiz application to close and cash out the card
                            balance and open and value load to a new account (anonymous
                            account) for its card reissue procedures related to expired,
                            unused tickets.




2.4 RISK MANAGEMENT

                            The program will use existing WildCard risk management Services
                            associated with value loading and card usage. WildCard will
                            manage all risk services.
         2.4.1       PERSON AUTHENTICATION--NONE THROUGH WILDCARD APPLICATIONS

                          The Universal Golf Ticket is an anonymous card.

                          CSI does not plan to obtain the SSN of any cardholders purchasing
                          additional tickets.

                          All cardholders calling to purchase additional           tickets will be
                          screened through WildCard risk tools.




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 18

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                          The Universal Golf Ticket cards are intended as gifts,           so the
                          initial purchase of the card will most likely not                be the
                          recipient.

         2.4.2      CARD USAGE CONTROLS

                          Wildcard's Risk Management department will specify program card
                          usage parameters based on stored value card best practices. These
                          include, but are not limited to:

                               o     The card may only be used/authorized at CSI golf course
                                     merchants with card accepter IDs set up on the WildCard
                                     authorization network. If an authorization is attempted
                                     outside of the defined network, the transaction will be
                                     declined.

                               o     WildCard will configure each card to allow only one
                                     authorization per card. Any additional authorizations
                                     will be declined.

                               o     No stand-in processing will be supported.

                          The Universal Golf Ticket program for CSI will not have PIN
                          access; therefore no ATM or cash access parameters will be
                          required.




2.5 MONEY MOVEMENT - SETTLEMENT SERVICES

         2.5.1      SETTLEMENT REQUIREMENTS

                          WildCard and CSI will together finalize the specific process for
                          the timing and manner of making these settlement funds available.

                          CSI will fund the card account once the card has been activated.

                          WildCard will remit to CSI any unused dollar balances on the card
                          account after one authorization.

                          Example: The account has been funded for $55. The cardholder ends
                          up going to a golf course that charges a $45 fee. The cashier at
                          the golf course swipes the card for the $45 fee. The transaction
                          is processed for $45, leaving a balance of $10 between the funded
                          and settled amount. WildCard must renut the $10 back to CSI for
                          the amount of the over funding for this account.

                          WildCard must analyze the development of a special settlement
                          process associated with the reconciliation and reporting of the
                          account balance funded and the transaction        value settled.
                          WildCard must also be able to remit CSI the difference in the
                          amount of the transaction and the account value funded ($55.00).
                          WildCard/CSI need to understand Discover's settlement process.




2.6 REPORTING & ANALYSIS

WildCard and CSI will mutually agree on what reports are appropriate and/or needed from the Standard
Reporting Package.

FINANCIAL REPORTING: WildCard will provide standard basic financial reporting at a separate, secure
reporting URL for CSI.
REPORTING HIERARCHY: WildCard will define the reporting hierarchy required to meet CSI's Universal
Golf Ticket reporting requirements and any other requirements associated with future CSI programs. It is
anticipated that there will be one program and potentially additional Universal Golf Ticket programs for CSI. All
should rollup for reporting to CSI. It is important that any future CSI programs be considered when determining
the reporting rollup configuration.

This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
          4/4/03                    UNIVERSAL GOLF TICKET PROGRAM FOR CSI                         19
                                             SCOPE DOCUMENT v0.5

          ================================================================================

                            Set up of the URL reporting will be part of the standard setup.




CUSTOM REPORTING: WildCard will need to develop custom reporting pertaining to the account balance,
the funding associated with each account and the related settlement amount. CSI/WildCard must have further
discussions on reporting requirements.

WildCard will only provide reporting at the Retailer corporate level not the store level.

CSI will provide an overview of their reporting needs.

This document is confidential to WildCard Systems. Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
4/4/03 UNIVERSAL GOLF TICKET PROGRAM FOR CSI 20

                                          SCOPE DOCUMENT v0.5



3 SCOPE AND HIGH LEVEL REQUIREMENTS APPROVAL

CSI UNIVERSAL GOLF TICKET PROGRAM SCOPE - VERSION 0.5

This Scope and High Level Requirements Document Is Approved. WildCard Systems has the approval of CSI
to proceed with implementation of the project, subject to agreement to the pricing and scheduling terms for this
project as set forth in the contract between WildCard Systems and CSI. Once approved, any changes to this
Scope will need to be clearly documented and approved by CSI.

         Signature: /S/ ANTHONY G. ROTH                           Signature:
                                                                               ---------------------
         Name: ANTHONY G. ROTH                                    Name:
                                                                        --------------------------
         Title:    PRES & CEO                                     Title: VP
                                                                          --
         Date:    4/8/2003                                        Date: 4/15/2003
                                                                        --------------------------




This document is confidential to WildCard Systems, Inc. and may not be used, copied or disclosed except with
express prior written consent of WildCard Systems, Inc. Copyright WildCard Systems, Inc. 2003 - All rights
reserved
TICKET ISSUER AGREEMENT

This Ticket Issuer Agreement ("Agreement") is entered into as of January 21, 2004 ("Effective Date"), by and
between Utix Group, Inc., a Delaware corporation, whose address is 170 Cambridge Street, Burlington,
Massachusetts 01803 ("Ticket Issuer") and Discover Financial Services, Inc. ("DFS"), a Delaware Corporation,
whose address is 2500 Lake Cool: Road, Riverwoods, Illinois 60015.

RECITALS

A. Ticket Issuer will design, produce, market, and make available Tickets to various individuals.

B. Ticket Issuer may offer Tickets, directly or through Clients, to consumers for sale via websites and through
other distribution channels, as approved by DFS.

C. DFS operates a Network that will allow Ticketholders to purchase an experience from participating
Merchants using Tickets issued by Ticket Issuer.

D. Merchants will comply with Network Operating Regulations and will Authorize and Settle according to their
contracts.

E. Purchase value or sales are based on the amounts allocated to the Ticket, pursuant to the following terms
governing the creation and use of these Tickets.

F. Ticketholders shall be able to use the Tickets to purchase an Experience at Merchants honoring Discover
Cards. Ticketholders shall not have the ability to make cash withdrawals.

1.0 DEFINITIONS

The following definitions apply to the terms outlined within this Agreement and shall have the following meanings:

a. ACCOUNT NUMBER means the unique 16-digit number assigned by Ticket Issuer to a Ticket, as derived
from the BIN.

b. AGENT means a Person approved and/or certified by DFS that will perform specified functions on behalf of
Ticket Issuer.

c. AGREEMENT means this "Ticket Issuer Agreement" between the Ticket Issuer and DFS and shall include
any attachments, appendices, schedules, addenda, and amendments thereto.

d AUTHORIZATION OR AUTHORIZE means the process whereby Ticket Issuer, by itself, or through one or
more Agents (Including, without limitation, DFS, in the course of performing stand-in Authorization functions as
described in Section 4.0 of the Operating Regulations), determines whether to approve or decline a Card Sale.

e. BIN means the range of Account Numbers allocated to Ticket Issuer by DFS.

f. CLIENT means a Person with whom Ticket Issuer has entered into an agreement to provide Tickets to certain
groups of specified individuals, retailers or for a particular marketing program.

g. CLIENT PROGRAM means each separate and discrete marketing or other PROGRAM that Ticket Issuer
has agreed to provide in connection with a Client. As used in this definition, a separate and discrete program is
one that requires DFS to complete more than an inconsequential amount of additional operations, systems or
other work in order to allow the program to operate on the Network.

h. DISCOVER/NOVUS ACCEPTANCE MARK means the logo designated in the Technical Specifications
Manual under Graphic Guidelines that indicates that a Card may be accepted at participating venues.

i. EXPERIENCE means an activity in which a Ticket holder engages that is provided by a business with which
Ticket Issuer has contracted.
j. GOVERNMENTAL REQUIREMENTS means any local, state or federal laws, as they may be in effect from
time to time, that are applicable to the Program.

k. ISSUER OPERATING REGULATIONS shall mean the operating regulations set forth as Exhibit A hereto
that describe certain of Ticket Issuer's duties and obligations with which it must comply in order to issue Tickets
that may be used in the Network.

1. MERCHANT means a party who has entered into a Merchant Services Agreement and/or a Cash Advance
Participation Agreement with Discover Financial Services, Inc., that provides the terms and conditions governing
the acceptance and Settlement of Card Transactions between DFS and Such Merchant.

m. NETWORK means the Discover/NOVUS Network of Merchants.

n. PERSON means any individual human being, or any individual created at law, including without limitation, a
partnership, limited liability company, government agency or corporation.

o. PROCESSOR means a certified processor of Card and Ticket Transactions on the Discover/NOVUS
Network, including, without limitation, Authorizations and the appropriate response to be sent to the Merchant.

p. PROGRAM means the plan, described in this Agreement and the Operating Regulations, pursuant to which
Ticket Issuer shall; (i) issue Tickets to Ticketholders; and (ii) use the services offered by Discover Financial
Services, Inc. to facilitate the Authorization and Settlement of Card Transactions.

q. RESERVE ACCOUNT shall have the meaning given that term in Section 2.2.f.

r. RESERVE ACCOUNT AGREEMENT means the agreement entered into between Ticket Issuer, DFS and
Morgan Stanley, which the Reserve Account will be established with respect to the terms of the Reserve
Account.

s. SETTLE means the act of making a Settlement payment.

t. SETTLEMENT means respectively, (i) for DFS, amounts DFS is required to pay Merchants for Ticket
Transactions, and (ii) for Ticket Issuer, an amount payable by Ticket Issuer to DFS for Ticket Transactions, as
more fully described in this Agreement and Section 7.0 of the Operating Regulations.

u. START-UP DATE means the date on which both the Processor and the Network are ready to and capable of
accepting and processing transactions bearing the BIN numbers assigned to Ticket Issuer.

v. STORED VALUE ACCOUNT shall have the meaning given to that term in
Section 2.2.f.

w. Technical Specifications Manual means the document incorporated by reference into this Agreement as
Exhibit B that contains technical specifications applicable to the Program.

x. TICKET means either a stored-value (i) plastic card displaying the Discover/NOVUS Acceptance Mark, or
(ii) Card Account (e.g., a virtual card) that may be used for purchases in situations in which the Cardholder is not
physically present at a Merchant's retail location. Tickets must be produced by an authorized production facility,
and must comply with the specifications of the Technical Specifications Manual.

y. TICKET SALE means a Card Transaction by a Cardholder that is the purchase of goods or services.

z. TICKETHOLDER means an adult (i.e., person at least 18 years of age) who has purchased a Ticket issued
by Ticket Issuer, or any person who is designated by the Ticketholder as an authorized user of a Ticket.

aa. TICKET TRANSACTION means a transaction involving a Ticket, including.
without limitation, any of the following, a Ticket Sale, a Credit, return, a Chargeback, or an Adjustment, as such
terms are defined herein or in the Issuer Operating Regulations.
2.0 PROVISION OF SERVICES

2.1 RESPONSIBILITIES OF DFS.
2.1.a DFS shall provide Ticketholders with point of sale access to Merchants pursuant to current contractual
arrangements with such Merchants. DFS does not guaranty that all Merchants will accept Tickets, or that
Merchants will accept all Ticket Transactions. In order to be used in the Network, Tickets must have the
capability to communicate with a Processor for its Authorization and Settlement services.

2.1.b For each Ticket Sale, DFS will be responsible for Settlement of the amount of such Ticket Sale to the
Merchant pursuant to the terms of DFS' Merchant Services Agreement with the Merchant.

2.1.c DFS will submit to Ticket Issuer or Ticket Issuer's Agent a Settlement transmittal file (in the form and
format specified in the Technical Specifications Manual) in order for Ticket Issuer to pay DFS for Ticket
Transactions.

2.1.d DFS grants Ticket Issuer a non-exclusive, non-transferable license to use Account Numbers that DFS
assigns to it for the Program under this Agreement. DFS will assign a unique BIN for Ticket Issuer's Program,
and the numbers in the assigned BIN shall be used only for Tickets issued under this Agreement. The initial BIN
assigned by DFS to Ticket Issuer shall be sufficient to accommodate the cumulative number of account numbers
set forth in Schedule 7.1 (pricing and fees) to this Agreement. DFS will release to Ticket Issuer subsets of the
numbers in the BIN as needed to accommodate the scope of Client Programs about which Ticket Issuer has
advised DFS pursuant to the terms of THIS AGREEMENT. Once the INITIAL BIN assignment is
EXHAUSTED, AN ADDITIONAL ALLOCATION MAY BE GRANTED TO TICKET ISSUER AT THE
DISCRETION OF DFS.

2.1.e DFS will provide Ticket Issuer with a copy of Technical Specifications Manual that contains the graphic
specifications for the display of the Discover/NOVUS Acceptance Mark and usage of such mark on the Ticket.
Ticket Issuer will submit to DFS for review copies of all art, packaging, and advertising and marketing materials
related to Tickets that incorporate the Discover/NOVUS Acceptance Mark or any other references to DFS, and
DFS will review all such art, packaging, and advertising and marketing materials provided by Ticket Issuer within
ten
(10) Business Days of receipt, provided that DFS must receive from Ticket Issuer and approve all art,
packaging, and advertising and marketing materials prior to Ticket Issuer using such materials for any Tickets.

2.1.f DFS will certify a Processor that is able to provide processing to issuers within the Network. Only certified
Processors may process transactions on the Discover/NOVUS Network.

2.1.g DFS will provide Ticket Issuer with information, in the form of DFS invoice reports, with respect to the
transaction fees, license fees, and revenue share accrued and owed to DFS by Ticket Issuer for each month by
the twentieth (20th) day of the next succeeding month.

2.1.h DFS will provide notification and documentation to Merchants regarding disputes, ticket retrieval and
Chargeback requests. Ticket Issuer may not contact Merchants with respect to DFS issue, such as any disputes
relating to DFS, ticket retrievals relating to DFS or Chargeback relating to DFS.

2.1.i DFS will administer the dispute process, determine the application of Chargeback, and provide the Ticket
Issuer notification of the resolution disputes, in accordance with the Operating Regulations and Technical
Specifications Manual.

2.1.j DFS shall route Ticket Transaction data to the Processor in the manner specified in the Operating
Regulations and Technical Specifications Manual.
          2.11      DFS agrees that it will not attempt to convert any of Ticket Issuer's
                    Clients to an "Open" environment stored value card program operated by
                    DFS once Ticket Issuer has entered into an agreement with such Client,
                    and notified DFS of its relationship with the Client.

          2.2.      RESPONSIBILITIES OF TICKET ISSUER.




2.2.a Ticket Issuer will issue Tickets within a designated BIN range assigned by DFS. Ticket Issuer must obtain
DFS' prior approval of any Clients with whom Ticket Issuer desires to create a Client Program, such approval
not to be unreasonably withheld, delayed or conditioned, subject to the approval guidelines of DFS. Schedule
2.2 (a) sets forth a list of unacceptable Merchant categories. Ticket Issuer may distribute Tickets pursuant to the
terms of a Client Program, and shall also be permitted to distribute Tickets directly through its website and retail
locations. Ticket Issuer is responsible for overall creative development, design and marketing of Tickets, including
creative development of Tickets and related marketing and sales materials. Ticket Issuer agrees that the design of
Tickets must comply with the specifications outlined in THE TECHNICAL SPECIFICATIONS MANUAL.
TICKET ISSUER MUST PROVIDE all MARKETING MATERIALS AND Ticket designs to DFS for
approval of any portions thereof that make reference to the Discover/NOVUS Acceptance Mark or any other
references to DFS prior to print or distribution.

2.2.13 Tickets issued by Ticket Issuer may not be used at ATMs or for any other form of cash withdrawal.
Tickets may be active when sent to a corporate client, or may be activated at a retail Client. Tickets may be
loaded with value via the toll-free number or website operated by WildCard. Ticketholders will be able to obtain
status and expiration information only via IVR and Web. Ticket Issuer remains liable for all sales using active
tickets that have not been purchased and delivered to a corporate client or retail client.

2.2.c Ticket Issuer agrees to comply with the Operating Regulations and the Technical Specifications Manual.
DFS may change the Operating Regulations or Technical Specifications Manual from time to time by sending
written notice to Ticket Issuer ninety (90) days in advance. However, certain changes to the Operating
Regulations may become effective immediately for security reasons. If there is any conflict between this
Agreement and the Operating Regulations or Technical Specifications Manual, the terms of this Agreement will
govern.

2.2.d Ticket Issuer may designate or utilize subcontractors or Agents, as provided in the Operating Regulations
to perform its obligations under the Agreement, provided that Ticket Issuer has first advised DFS and received
DFS' approval of any such subcontractor or Agent. Any Agent or third party used or designated by Ticket Issuer
to perform services shall be deemed an Agent of Ticket Issuer for all such purposes and not DFS' Agent. Ticket
Issuer shall be solely responsible for the payment of such subcontractors or Agents.

22e The Processor will approve or decline Ticket Sales based on the funds value available for the Ticket or
Account being offered for use at a Merchant, and will respond with appropriate codes as sit forth in the Technical
Specifications Manual. The Ticket Issuer must pay DFS the amounts identified in the daily Settlement file via Fed
wire or any other payment method approved by DFS to the account and by not later than the time specified by
DFS.

2.2.f Ticket Issuer shall be responsible for obtaining the funds that represent the stored value of each Ticket that it
issues to a Ticket holder, and Ticket Issuer shall hold such funds in an account at a reputable financial institution
(the "Stored Value Account"). Such amount may change from tune
to time depending upon the level of value of all activated Tickets. Ticket Issuer will maintain accurate records of
the value balances on each Ticket. Ticket Issuer will also maintain funds in a reserve account ("Reserve
Account") at a Morgan Stanley institution agreed upon with DFS in an amount specified in Exhibit A. The
Reserve Account must be funded by not later than three (3) days prior to the date of the first shipment of Tickets
under this Agreement. Ticket Issuer shall not have access to the Reserve Account, except as permitted pursuant
to the terms of the Reserve Account Agreement, and shall not remove funds from the Stored Value Account,
except through the actions of the Processor or financial institution holding the Stored Value Account to pay DFS
any amounts Ticket Issuer owes DFS. Ticket Issuer grants DFS a right to offset amounts from the Reserve
Account and Stored Value Account for the purposes set forth in Section 4 .0 for amounts owed by Ticket Issuer
to DFS.

2.2.g Ticket Issuer will maintain all funds received to establish the value of Tickets in a segregated account at a
Morgan Stanley financial institution, and shall hold such funds pending issuance of an Authorization for an
expenditure of such funds and Ticket Issuer's Settlement obligation to DFS for such funds that have been the
subject of a Ticket Sale. Ticket Issuer will remain responsible for Settlement to DFS until all amounts have been
paid to DFS.

2.2.h Ticket Issuer will be responsible for providing all customer service to Ticketholders with respect to Tickets.
Ticket Issuer shall provide Ticketholder terms and conditions with each Ticket that is sold or distributed to a
Ticketholder, and such Ticketholder terms and conditions shall disclose all rules, terms, limitations and conditions
of use of the Ticket to the Ticketholder, including any mandated by Governmental Requirements. Ticket Issuer
shall also provide a toll-free telephone number and/or INTERNET SITE ACCESS to enable the Ticketholder to
obtain customer service and to complete ORDINARY SERVICE FUNCTIONS SUCH AS CHECKING
TICKET balance, LAST TRANSACTIONS, ETC. IN ALL cases, Ticket Issuer will insure that it provides an
appropriate level of security for all such inquiries and customer service issues. Ticket Issuer will provide customer
service availability for not less than fourteen (14) hours per day, and will deliver such customer service using
service standards at least equal to those being provided by others in the industry.

2.2.1 Ticket Issuer will respond to any Ticketholder inquiries or disputed transactions in accordance with the
procedures specified in the Operating Regulations and Technical Specifications Manual, and Ticket Issuer shall
adhere to any final DFS' decision with respect to a resolution of a Ticketholder dispute even though such decision
may require payment of amounts by Ticket Issuer, provided that the required payment shall not exceed the
amount of the disputed transaction.

2.2.j Ticket Issuer will electronically submit a Client Program Plan Description in the form of Schedule 2.2 (j) for
each Client Program that will use the BIN assigned to Ticket Issuer

2.2.k Ticket Issuer agrees that from the Effective Date until the earliest to occur of (a) January 22, 2006, (b) the
termination date of this Agreement or (c) the date on which DFS fails to remain current in all of its payments
obligations, subject to any cure provisions contained in this Agreement, to Ticket Issuer under this Agreement,
including without limitation DFS' payment obligations to Ticket Issuer under Section 2.4 below, Ticket Issuer will
work exclusively with DFS, and not with any other bank, financial institution or card or ticket processor or issuer,
with respect to Tickets that may be used for an Experience; it being agreed that for purposes of this Section
2.2.k, "Tickets" excludes tickets lacking electronically or magnetically stored values (informally known as "manual
tickets").
2.2.1 Ticket Issuer shall HAVE ENTERED INTO AGREEMENTS WITH businesses that are Discover Card
Merchants to participate in its Tickets for Experiences program.

2.3 TICKET ISSUER USE OF A PROCESSOR

2.3.a If Ticket Issuer elects to utilize the services of a Processor, Ticket Issuer must designate the Processor
where indicated on Exhibit A, and the Processor must be approved by DFS, enter into an agreement with DFS
and must be tested and certified that it complies with the applicable provisions of the Operating Regulations and
the Technical Specifications Manual.

2.3.b Ticket Issuer may elect to have a Processor perform additional services such as, Ticket
personalization/production, IVR support (with not more than an eight second response time), call center support
(at least 14 hours per day), and web development, and the like. The specific services to be provided by the
Processor must be set forth where designated on Exhibit A.

2.4 Obligations of DFS to Arrange Ticket Purchases

2.4.a During the first year that this Agreement is in effect DFS agrees to arrange the purchase by DFS or its
Affiliates of at least $200,000 (based on ticket retail value) of Tickets. During the second year that this
Agreement is IN EFFECT, DFS AGREES TO ARRANGE THE PURCHASE BY DFS OR ITS
AFFILIATES of at least $300,000 (based on ticket retail value) of Tickets. The Tickets shall be sold to DFS for
$40 for golf ($49.95 retail) and $60 ($69.95 retail) for spa. DFS's obligation in this
Section 2.4 (a) shall only continue for so long that Ticket Issuer is not in default hereunder, subject to any cure
provisions contained in this Agreement, remains in business and continues to sell tickets.

3.0 WARRANTIES

3.1. Ticket Issuer warrants to DFS that:

3.1.a It is a corporation duly organized, validly existing, and in good standing under the laws of the State of
Delaware, and has its principal office in the Commonwealth of Massachusetts;

3.1.b It has the corporate and legal authority and power to enter into this Agreement and to perform its
obligations under the Program as outlined in this Agreement:

3.1.c That all financial statements of Ticket Issuer furnished to DFS are accurate in all material respects and fairly
represent, in a11 material respects, the financial condition of Ticket Issuer, including contingent liabilities of every
type, which financial condition has not changed materially or adversely as of the date of this employment:

3.1.d To the knowledge of the officers of Ticket Issuer, it owns, has licensed. or otherwise has the right to use
any trademarks, service marks, patents or other intellectual property that are necessary for it to use in order to
operate the Program and any Client Program, and, to the knowledge of the officers of Ticket Issuer, any such use
will not infringe upon the rights of any third party;

3.1.e It operates its business in a safe and sound manner, and adheres to all applicable Governmental
Requirements.

3.1.f It is not the subject of any litigation, infringement, or enforcement action by any Person or governmental
body, which, if determined adversely to Ticket Issuer, would have a material adverse effect on the business,
financial condition or operations of Ticket Issuer; and
3.1.g It has obtained all material licenses; consents or permissions needed from any applicable governing
authority to perform its duties set forth in this Agreement.

3.1.h EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, TICKET
ISSUER
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. TO DFS OR TO ANY
OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE
MERCHANTABILITY, SUITABILITY, ORIGINALITY, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE
OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO
BE DERIVED FROM THE USE OF ANY SOFTWARE, SERVICES, HARDWARE OR OTHER
MATERIALS PROVIDED UNDER THIS AGREEMENT.

3.2 DFS warrants to Ticket Issuer that:

3.2.a It is a corporation duly organized and validly existing under the laws of Delaware, and has its principal
office in the State of Illinois;

3.2.b It has the corporate and legal authority and power to enter into this Agreement and perform its obligations
under the Program as outlined in this Agreement and the Operating Regulations;

3.2.c To the knowledge of the officers of DFS, it owns or has the right to use, and to authorize the limited use by
of, the trademarks, service marks or other intellectual property that is necessary for it and the Ticket Issuer to use
in order to operate the Program; and

3.2.d It operates its business in a safe and sound manner, and adheres to all applicable Governmental
Requirements.

4.0 TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and shall remain in force for a period of two (2) years
thereafter ("Initial Term"). After the Initial Term, this Agreement shall automatically renew for subsequent terms of
one year each (each a "Subsequent Term") unless earlier terminated by one of the parties as set forth below.

4.2 This Agreement may be terminated:

4.2.a By either party, immediately upon notice to the other party in the event that the other party shall be wound
up or dissolved; become insolvent; suffer a material, adverse change in its financial condition, or repeatedly fail to
pay its debts as they come due: make an assignment for the benefit of creditors; file a voluntary petition in
bankruptcy or for reorganization or be adjudicated as bankrupt or insolvent; or have a liquidator or trustee
appointed over its affairs and such appointment shall not have been terminated and discharged within thirty (30)
days; or

4.2.b By DFS upon two (2) business days' notice to Ticket Issuer in any case where Ticket Issuer is not
maintaining the agreed upon amount in the Reserve Account or Stored Value Account, or Ticket Issuer has failed
to pay Settlement when due (unless with respect to the initial time this event occurs, but not for any subsequent
occurrence, in first case, within the two (2) business day notice period, Ticket Issuer deposits sufficient funds in
the Reserve Account or Stored Value Account to
achieve the agreed upon amount, or in second case, within the two (2) business day notice period, Ticket Issuer
fully pays Settlement); or

4.2.c By either party upon thirty (30) days' prior written notice to the other party in the event of any material
breach of this Agreement by such other party; provided, however, that, if, the defaulting party has promptly
commenced to cure the default and if after the defaulting party's reasonable efforts such default could not be
cured within such 30-day period, the defaulting party may make a request to the non-defaulting party by the end
of such 30-day period that the time to cure a default be extended, and if the non-defaulting party agrees, such
agreement not to be unreasonably withheld, delayed or conditioned, the time to cure such default shall be
extended up to 60 additional days from the end of such 30-day period, provided that the defaulting party
continues to use its reasonable efforts to cure such default during the extended period; or

4.2.d By either party, upon written notice provided not less than six (6) months prior to the expiration of the
Initial Term or of any Subsequent Term.

4.2.e If either party reasonably concludes that this Agreement cannot be performed without violating applicable
Governmental Requirements, or if the application of such Governmental Requirements impose material, additional
and reasonably unavoidable costs to be incurred by TICKET ISSUER, the parties will negotiate IN GOOD
FAITH TO MODIFY THIS AGREEMENT TO THE EXTENT NECESSARY TO ensure that the parties will
be in full compliance with all applicable laws and regulations. If the parties cannot agree to any required changes,
either party may, by giving written notice to the other party, terminate this Agreement as of a date specified in
such notice. IN ADDITION, IF ANY governmental authority or third party initiates any action asserting that
actions by PARTIES UNDER this Agreement violates any laws or regulations, either party may, by GIVING
WRITTEN NOTICE, terminate this Agreement as of a date specified in such notice.

4.3 Upon termination of this Agreement, DFS may offset funds from the Reserve Account or Stored Value
Account to pay for any amounts that are owed to DFS by Ticket Issuer, and may continue to offset from the
Reserve Account or Stored Value Account for any amounts owed to it for the period that extends until 90 days
after the expiration date of the last Ticket issued by Ticket Issuer (provided, however, upon termination of this
Agreement, if permitted under its agreement with Ticketholders, Ticket Issuer may terminate all Tickets issued by
Ticket Issuer upon 60 days notice to the Ticketholders). Upon payment to DFS of all amounts owed to it, DFS
will immediately release any remaining amounts held in the Reserve Account and will immediately instruct the
bank or Processor to release any remaining value in the Stored Value Account. DFS will provide Ticket Issuer
with an accounting of any amounts withdrawn front the Reserve Account.

4.4 Upon termination or suspension of this Agreement, Ticket Issuer will immediately cease to issue or sell
additional Tickets. Ticket Issuer will continue to perform its appropriate functions for closing out the existing value
on all Tickets for 90 days after the expiration date of the last Ticket issued by Ticket Issuer, or termination of all
Tickets outstanding, whichever is earlier.

4.5 If Ticket Issuer fails to pay any Settlement amount when due, or does not maintain agreed upon balances in
the Reserve Account or Stored Value Account, in addition to DFS' rights set forth in Section 4.2.b, DFS may
immediately suspend this Agreement and may notify Ticket Issuer to suspend issuance or activation of additional
Tickets. In such event, after DFS has provided notice to Ticket Issuer, Ticket Issuer shall make an immediate
transfer by Fed wire of the funds owed DFS or of the shortfall of funds into the Reserve Account or Stored
Value Account. Provided that DFS has complied with Section 7.1.C of the Ticket Issuer Operating Regulations,
for each day
that Ticket Issuer fails to pay Settlement in full to DFS, Ticket Issuer shall pay as liquidated damages to DFS an
amount equal to 10% of the amount that Ticket Issuer has failed to pay, up to a maximum often (10) days. If
Ticket Issuer has failed to pay DFS all amounts owed to it by the tenth day after Ticket Issuer has received
notice of its failure to pay- DFS, the Agreement shall be terminated in accordance with Section 4.2.b.

5.0 CONFIDENTIALITY

5.1. In the course of fulfilling their respective duties under this Agreement, DFS and Ticket Issuer may each
disclose or communicate to the other party information and data that it deems as confidential or proprietary to it
("Confidential Information"). The term "Confidential Information" shall include, without limitation, all information
and materials pertaining to the Network, Merchants, Discover Card Cardmembers. Client. Cardholders,
technology, trade secrets, "know-how," products, facilities, processes, operations, suppliers, marketing
objectives and plans, pricing AND OTHER INFORMATION PERTAINING TO THE business affairs of DFS
AND Ticket Issuer and their respective affiliates and subsidiaries. The term "Confidential Information" also
includes the existence of and the terms of this Agreement and each of the Exhibits, Schedules and Appendices
that are a part thereof and any material that is clearly designated by DFS OR TICKET Issuer as "Confidential."
The term "Confidential Information" shall include information or data that is in oral, written or other visual form, or
recorded on tape, electronic or other media. The term "Confidential Information" shall exclude (a) information in
the public domain or information that becomes available to the general public without restriction through no
wrongful act or omission of the receiving party,
(b) information received from a third party having a right to transfer such information, (c) information that is
independently developed by the receiving party without reference to Confidential Information of the other party;
or (d) information that is known by the receiving party or its affiliates or subsidiaries prior to disclosure by the
disclosing party. Confidential Information disclosed by DFS shall be known as "DFS Confidential Information"
and Confidential Information owned by Ticket Issuer shall be known as "Ticket Issuer Confidential Information."

5.2. Ticket Issuer agrees that DFS Confidential Information shall be used by Ticket Issuer only to perform its
obligations under this Agreement. DFS Confidential Information received by Ticket Issuer shall be kept
confidential and shall not be disclosed, directly), or indirectly, to any third party unless DFS consents in writing to
such disclosure, and then only upon the prior execution of a confidentiality agreement containing terms
substantially similar to those in this Section 5.0 by the third party to whom Ticket Issuer desires to disclose such
information. Ticket Issuer further acknowledges that the information contained in Appendix A to Schedule 7.1 is
highly confidential and may be disseminated only to Ticket Issuer's Chief Executive Officer and Chief Financial
Officer.

5.3 DFS agrees that Ticket Issuer Confidential Information shall be used by DFS only to perform its Obligations
under this Agreement. Ticket Issuer Confidential Information received by DFS shall be kept confidential and shall
not be disclosed, directly or indirectly, to any third party unless Ticket Issuer consents in writing to such
disclosure, and then only upon the prior execution of a confidentiality agreement containing terms substantially
similar to those in this Section 5.0 by the third party to whom DFS desires to disclose such information. DFS
further agrees not to use Client or Cardholder information or lists obtained pursuant to this Agreement to attempt
to solicit Clients for a product that is similar to that being offered by Ticket Issuer under the Program, or to solicit
Cardholders for direct sales of DFS' own gift card products. Notwithstanding the previous language, nothing
herein is intended, or shall be deemed, to limit or prohibit DFS from maintaining in any way its usual and ordinary
relationships with Merchants and Discover Card
Cardholders or to offer Merchants or Discover Card Cardmembers the ability to purchase any product or
service, including gift or cash cards offered by DFS or other parties.

5.4. Notwithstanding the above restrictions, DFS or Ticket Issuer may disclose Confidential Information if either
DFS or Ticket Issuer receives a subpoena or order of a court or an agency or government authority of
competent jurisdiction which is binding on the receiving party, and which compels the disclosure of Confidential
Information, provided that to the extent permitted by law, the receiving party will immediately notify the disclosing
party of the receipt of a subpoena or order so as to permit the disclosing party to contest any such subpoena or
order. To the extent required by law or specific circumstances, either party may disclose this Agreement to its
regulators, examiners, auditors, directors and counsel; (b) to proposed investors and financing sources, excluding
any that are Competitors, and their advisors, unless the other party hereto has agreed in writing to such
disclosure, or in connection with a merger or acquisition or proposed merger or acquisition, or the like; provided
such parties are advised in writing of the obligations of confidentiality required by this Agreement and agree to be
bound by them. DFS acknowledges that this Agreement may be sufficiently material to Ticket Issuer so as to
require disclosure in SEC filings as part of Ticket Issuer's public company reporting obligations, and Ticket Issuer
will inform DFS of this requirement and will seek DFS' approval of the language of such disclosure.

5.5. The provisions of this Section 5.0 shall survive termination of this Agreement.

6.0 RESPONSIBILITIES AND INDEMNIFICATION

6.1 DFS shall indemnify and hold Ticket Issuer, its affiliates, subsidiaries and their respective officers, directors,
employees and representatives harmless from any and all claims made or threatened by any third party and all
related losses, damages, claims, settlements and liabilities, including without limitation, any outside attorneys' fees
and court costs reasonably incurred by an indemnified party (excluding indirect, consequential, punitive, special or
exemplary damages) arising as a result of or in connection with the following:

6.l.a Any intentionally wrongful or negligent act or omission of DFS, its affiliates or subsidiaries, and their
respective officers, directors, employees, agents or third party service providers thereof in connection with the
performance of the duties and obligations of DFS under this Agreement;

6.l.b Any failure by DFS to comply with any term of this Agreement, or any breach of any warranty or
representation made by DFS in this Agreement; and

6.1.c Any failure by DFS to comply with its obligations under any and all laws, rules and regulations applicable to
DFS' obligations under this Agreement.

6.2 Ticket Issuer shall indemnify and hold DFS, its affiliates, subsidiaries and their respective officers, directors,
employees and representatives harmless from any and all claims made of threatened by any third party and all
related losses, damages, claims, settlements and liabilities. including without limitation, any outside attorneys' fees
and court costs reasonably incurred by an indemnified party (excluding indirect, consequential, punitive, special or
exemplary damages) arising as a result of or in connection with the following:

6.2.a Any intentionally wrongful or negligent act or omission of Ticket Issuer, its affiliates or subsidiaries, and their
respective officers, directors, employees, agents or third party service
providers thereof in connection with the performance of the duties and obligations of Ticket Issuer under this
Agreement;

6.2.b Any failure by Ticket Issuer to comply with any term of this Agreement, or any breach of any warranty or
representation made by Ticket Issuer in this Agreement, and

6.2.c Any failure by Ticket Issuer to comply with its obligations under any and all laws, rules and regulations
applicable to Ticket Issuer's obligations under this Agreement.

6.3 Additionally, each party indemnifies and holds the other harmless from any loss, damages, claims, liabilities or
expenses (including reasonable attorney's fees) to which they may be subject arising out of the interface of their
respective systems as it may relate to this Agreement or the services to be provided hereunder.

6.4 If either party desires to obtain indemnity from the other party hereunder, it shall notify the other party, as
soon as practicable, of the claims) to be indemnified against and shall permit the other party to assume and
maintain the defense thereof with counsel selected by the indemnifying party. The indemnified party agrees to
provide any reasonable assistance requested by the indemnifying party in order to defend an indemnified claim.

6.5 The provisions of this Section 6.0 shall survive termination of this Agreement.

7.0 FINANCIAL REQUIREMENTS

7.1 DFS shall prepare and send to Ticket Issuer an invoice each month for all amounts of fees and other charges
due by Ticket Issuer or DFS under this Agreement, as calculated pursuant to the Pricing and Fee Schedule
attached hereto as Schedule 7.1. Ticket Issuer or DFS agrees to pay all undisputed charges set forth on the
invoice in full within thirty (30) days of the date of the invoice, unless otherwise provided in Schedule 7.1

7.2 If Ticket Issuer disputes any amounts on any invoice and such dispute cannot be resolved promptly through
good faith discussions between the parties, Ticket Issuer shall pay the amounts due under this Agreement less the
disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be
considered disputed in good faith if (i) Ticket Issuer delivers a written statement to DFS,
(ii) such written statement represents that the amount in dispute has been determined after due investigation of the
facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Ticket
Issuer that are not in dispute have been paid in accordance with the terms of this Agreement.

7.3 Ticket Issuer will maintain a Reserve Account as set forth in Section 2.2.f. Interest earned from the Reserve
Account will be paid to Ticket Issuer quarterly.

7.4 Ticket Issuer will maintain the specified amount of funds in the Stored Value Account in accordance with the
formula set forth in Exhibit A and (ticket Issuer's Processor shall use such funds to pay Settlement to DFS for all
Ticket Transactions. Ticket Issuer shall not have direct access to the Stored Value Account. Only the Processor
or the financial institution may remove funds in the Stored Value Account to pay amounts owed to DFS or to
return to Ticket Issuer amounts in excess of the balance required in Exhibit A. Ticket Issuer shall cause Processor
to provide to DFS with a daily report showing the total number of Tickets activated and the total dollar amount of
value having been activated for use on the issued Tickets. DFS will monitor and review the Stored Value
Account on a daily basis to determine Ticket Issuer's compliance with
the requirements of this Agreement. DFS will consider moving to a quarterly review of the Stored Value Account
upon demonstration by Ticket Issuer of six months of maintaining required balances in the Stored Value Account.

7.5 Ticket Issuer and DFS will keep true and accurate books of accounts and records concerning this
Agreement and all Program requirements in accordance with sound accounting practices, employing standards,
procedures and forms in conformity with generally accepted accounting principles in the United States. Ticket
Issuer will provide periodic reports to DFS regarding the number of Card Accounts, the dollar amount of
outstanding balances on Tickets and Ticket accounts, and such other information that DFS may reasonably
request from time to time.

7.6 Ticket Issuer and DFS agree to arrange a mutually acceptable time to review financial arrangements. financial
stability, and Program results.

7.7 Ticket Issuer will immediately provide DFS with any information regarding fraudulent activity with respect to
Ticket Transactions, distribution, delivery/storage or any fraudulent activity that could jeopardize the integrity of
the Network, the Discover brand or the Discover/NOVUS Acceptance Mark image. Each situation will be
discussed and appropriate resolution or modifications will be determined. Resolution may result in changes
impacting current procedures and will be discussed to determine mutually agreeable timeframe for
implementation. DFS will immediately provide Ticket Issuer with any information regarding fraudulent activity
with respect to Picket Transactions, distribution, delivery/storage or any fraudulent activity that could reasonably
be expected to jeopardize Ticket Issuer's business or operations of which DFS becomes aware.

7.8 Ticket Issuer may assess fees and other charges when it collects funds from Clients or Ticketholders for the
issuance or sage of the ticket. These fees and other charges must be charged and collected in accordance with
applicable federal and state regulations, and must be disclosed to Ticketholders prior to sale, activation or initial
use of the Tickets.

7.9 Ticket Issuer will be responsible for paying the amount of any Ticket Sale for which a Merchant has properly
utilized Authorization procedures, including downtime and stand-in procedures outlined in
Section 4 of the DFS Merchant Operating Regulations, or as further defined in the Merchant Services Agreement
between DFS and the Merchant. However, if the amount of a Ticket Sale properly processed by the Merchant is
greater than the available balance on the Card, Ticket Issuer will pay one-half of the difference between the
amount of the Card Sale and the amount of the value remaining of the Ticket. If the Ticket Sale is not properly
Authorized, the Ticket Issuer may request a chargeback to the Merchant using procedures outlined in the Ticket
Issuer Operating Regulations.

8.0 INTELLECTUAL PROPERTY OWNERSHIP

8.1 Each of the parties will retain all rights of ownership in the respective property that they own as of the date of
this agreement or developed by that party or its agents thereafter including, without limitation, patent rights,
licenses, copyrights, service marks and trademarks in the software and systems each party operates as of the
date of this Agreement, or that it develops or has developed for the purposes or administering the Program,
providing services, or otherwise.

8.2 DFS shall continue to own all rights with respect to anything related to the Network, the Merchants and
Discover Card Cardmembers, including, without limitation, all data and information related thereto or derived
there from.
8.3 Ticket Issuer will own all Client information and lists and Ticketholder information and lists that it develops
specifically for the purposes of this Program.

9.0 LIMITED AUTHORIZATION FOR DISCOVER/NOVUS ACCEPTANCE MARK USAGE.

          9.1       DFS grants    Ticket   Issuer the    non-exclusive   right to use the
                    Discover/NOVUS Acceptance Mark for the limited purpose only of placing
                    such Mark on Cards/Tickets to indicate that Cards/Tickets may be used
                    within the Network. Ticket Issuer must follow the guidelines for use of
                    the   Discover/NOVUS   Acceptance   Mark set forth in the Operating
                    Regulations and the Technical Specifications Manual. Ticket Issuer shall
                    not use the Discover/NOVUS Acceptance Mark, any registered trademarks,
                    logos or name of DFS or any DFS affiliate company, or any other
                    proprietary   designations of DFS on any materials        without first
                    submitting all such materials to DFS and obtaining DFS' prior written
                    consent.

          10.0      GENERAL

          10.1      Neither party may assign this          Agreement    without    the express     written
                    consent of the other party.

          10.2      This Agreement may not be amended, modified or changed in any way except
                    by a written instrument executed by an authorized representative of each
                    party.

          10.3      The parties to this Agreement shall be deemed to be independent
                    contractors. Nothing in this Agreement shall be construed as making the
                    parties agents, employees, joint ventures, or partners.

          10.4      Ticket Issuer and DFS will each comply in all material respects with all
                    Governmental Requirements that apply, respectively, to each of them for
                    all applicable jurisdictions in which the Program will operate.

          10.5      Neither party hereto shall be held responsible for any delay or failure
                    in performance hereunder caused in whole or in part by fire, strike,
                    flood, embargo, labor dispute, act of sabotage, riot, accident, delay of
                    carrier or supplier,     voluntary or mandatory compliance with any
                    governmental act, regulation or request, act of God or by public enemy,
                    or any third party act or omission or other cause beyond such party's
                    control. If any such contingency shall occur, this Agreement shall be
                    deemed extended by the length of time such contingency continues. The
                    parties shall use their best reasonable efforts to minimize the
                    consequences of a force majeure event.

          10.6      If any provision of this Agreement is held to be illegal, unenforceable
                    or invalid, no other provision of this Agreement shall be affected
                    thereby, and the remaining provisions of this Agreement shall be
                    construed and reformed and shall continue with the same effect as if
                    such illegal, unenforceable or invalid provision was not a part hereof.

          10.7      Any waiver (express or implied) by either party of any default or breach
                    of this Agreement shall not constitute a waiver of any other or
                    Subsequent default or breach.

          10.8      The headings and captions contained in this Agreement shall not be
                    considered to be a part hereof for purposes of interpreting or applying
                    this Agreement, but arc for convenience only.
          10.9      This Agreement may be executed in counterparts,              each of which will be
                    deemed an original and both of which together                will constitute one
                    instrument.




10.10 In the event of any conflict or inconsistency between the terms of this Agreement and those of the
Operating Regulations or Technical Specifications Manual, the terms of this Agreement shall govern.

10.11 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois,
excluding its choice of law principles. The parties shall make all reasonable attempts to amicably resolve any
disagreements arising out of this Agreement or from a breach thereof ("Disputes"). All Disputes that the parties
are unable to amicably resolve shall be resolved exclusively in the Federal or State Courts located in Boston,
Massachusetts, if initiated by Ticket Issuer, or in Chicago, Illinois, if initiated by DFS. Each party hereby consents
to personal jurisdiction in the foregoing courts.

10.12 Either party may request an audit of the records of the other party that pertain to performance of the other
party's duties under this Agreement, provided that (i) only one audit of a party shall be permitted during any year
of this Agreement, (ii) the requesting party must provide not less than 30 days prior notice of the requested audit,
(iii) the audit may only be performed during normal business hours and may not disrupt the ordinary operations of
the party being audited, (iv) the audit must be performed by an independent third party that executes a
confidentiality agreement with terms substantially similar to the terms contained in Section 5.0 hereof, (v) the cost
of the audit shall be borne by the party requesting the audit.
10.13 All notices required or provided for in this Agreement shall be in writing and delivered by hand or by
overnight courier, or sent first class mail and notices shall be addressed as follows:

                                                   If to DFS:

                                        Discover Financial Services, Inc.
                                            200 Lake-Cook Road
                                            Riverwoods, IL 60015
                                        Attention: Joe Hurley, RW2 3A

                                                    Copy to:

                                        Discover Financial Services, Inc.
                                            2500 Lake-Cook Road
                                            Riverwoods, IL 60015
                                          Attention: General Counsel

                                              If to Ticket Issuer:

                                                Utix Group, Inc.
                                             170 Cambridge Street
                                             Burlington, MA 01803
                                           Attention: Anthony G. Roth

                                                    Copy to:

                                               Duane Morris LLP
                                        470 Atlantic Avenue, Suite 500
                                               Boston, MA 02210
                                       Attention: Lance A. Kawesch, Esq.

10.14 IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY,
PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING. WITHOUT LIMITATION, LOSS
OF PROFITS OR GOODWILL, WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT.

10.15 There are no third party beneficiaries of this Agreement.

With the intention to be bound by the terms of this Agreement, the parties have executed this Agreement by
causing their respective authorized representatives sign where indicated below.

DISCOVER FINANCIAL SERVICES, INC. UTIS GROUP, INC.

             By:     /S/ Joseph E. Hurley                            By:     /S/ Anthony G. Roth
             Name: Joseph E. Hurley                                  Name: Anthony G. Roth
             Title:   Vice President                                 Title:   Pres & CEO
                                        TICKET ISSUER--PROFILE
                                              EXHIBIT A

Ticket Issuer: UTIX GROUP, INC.

Initial BIN Assignment: 6011 9900

Date of First Ticket Issued (Startup): XXXXX XX, 2004

Designated Processor: WILDCARD SYSTEMS, INC.

Processor will perform the following tasks:

Provide a positive or declined Authorization to Merchants through the Network

Maintain data regarding Ticket and Ticket account balances

Settle funds daily with DFS for Card Transactions

Obtain funds from Ticket Issuer account

Report monthly as provided in this Agreement and the agreement between DFS and Processor Ticket
personalization/production

IVR support Call center support/customer service

Dispute processing

Web development

Processor will hold Authorization for _______days

Ticket Issuer understands that Merchants have 90 days to Settle on Authorized transactions

Printer of Tickets: CPI.

                                Address ______________________, Colorado

                                    Phone/Contact____________________

                                      Tickets to be packaged and stored at:

Bank Information

Reserve Account funds held at:_____ Discover Bank____________________

                                    Amount in Reserve Acct. $250,000.00

                     Acct #__________________________________________________

Stored Value Account Funds held at: Five Star Bank

% against active funds _100%,

                     Acct #__________________________________________________

Processor to collect funds from account held at Five Star Bank
Acct #__________________________________________________
                                      Schedule 2.2 (j)

DISCOVER PRODUCT APPLICATION FORM
(OPEN ENVIRONMENT)

      --------------------- ------------------ ---------------------- ----------------
      Requested By:                            Date Submitted
      --------------------- ------------------ ---------------------- ----------------
      Discover Sign Off:                       Date Approved:
      --------------------- ------------------ ---------------------- ----------------


      TICKET ISSUER
      ---------------------------------------- ---------------------------------------
      Ticket Issuer
      ---------------------------------------- ---------------------------------------
      Processor
      ---------------------------------------- ---------------------------------------

      ----------------------------------------   ---------------------------------------
      Client
      ----------------------------------------   ---------------------------------------
      Client Branding:             Front [_]             Back [_]
      ----------------------------------------   ---------------------------------------
      Client Location:
      ----------------------------------------   ---------------------------------------
      Discover/NOVUS               Front [_]             Back [_]         None [_]

      Acceptance Marks:

      ---------------------------------------- ---------------------------------------
      Purpose of Program:
      ---------------------------------------- ---------------------------------------
      Will Client Fund             Yes [_]             No [_]
      Ticket

      Anticipated Average
      Ticket

      ---------------------------------------- ---------------------------------------
      Ticket Activation
      Method:

      ---------------------------------------- ---------------------------------------
      Ticket
      Storage Distribution
      Method

      Type of Program     Gift, Cash, Stored   Client                        Payroll
                          Value - Direct to    Promotion to   Employee       (requires
                          Consumer [_]         Consumer [_]   Incentive [_] ATM) [_]
      --------------------------------------------------------------------------------
      Insurance Claim     Personal Spending    Medical        Teen [_]       Other
      (requires ATM) [_] [_]                   Account [_]
      --------------------------------------------------------------------------------
      Sales Channel
      Distribution

      --------------------------------------------------------------------------------
      Anticipated Volume: Total for Program                   Annual
      --------------------------------------------------------------------------------
      Gate Program
      to Begin:
      --------------------------------------------------------------------------------
      Date Program
      to End:
      (if applicable)
      --------------------------------------------------------------------------------
      Ticket Expiration   Dynamic          Months from     Static

      --------------------------------------------------------------------------------
     ---------------------------------------- ---------------------------------------

     ---------------------------------------- ---------------------------------------
     Marketing Plan

     ---------------------------------------- ---------------------------------------




PROGRAM FUNCTIONALITY

     ATM for Cash: [_]
     ---------------------------------- ---------------------------- ----------------
     Cardholder Statement:[_]             When (cycle)                 Type

     ---------------------------------- ---------------------------- ----------------
     Customer SerVIce:[_]                 Type of

     ---------------------------------- ---------------------------------------------
     Other Program Functionality[_]       Describe

     ---------------------------------- ---------------------------------------------

     FUND MANAGEMENT
     --------------------------------------------------------------------------------
     Funds Held By:
     --------------------------------------------------------------------------------
     Funds Held Until:
     -------------------- -------------------------------- --------------------------
     Funds Load Type:      Pre-Loaded [_]                  Pre-Load Values
     -------------------- -------------------------------- --------------------------
                           Single One Time Load [_]        Where & How
     -------------------- -------------------------------- --------------------------
                           Re-Loadable [_]                 How
     -------------------- -------------------------------- --------------------------
     Ticket Value          Minimum Limits                  Maximum Limits
     Limits:

     --------------------------------------------------------------------------------
     1.
     2. DISCLOSURES*
     ------------------------------- ------------------------------------------------
     Insurance:                       Yes [_]                                  No [_]
     ------------------------------- ------------------------------------------------
     Miscellaneous Program
     Specifics:
     ------------------------------- ------------------------------------------------
     Discover Waiver
     Requests
     ------------------------------- ------------------------------------------------
     MCC Exclusion Requests:
     ------------------------------- ------------------------------------------------
     Exclusive MCC (Filter) -         _
     ------------------------------- ------------------------------------------------

     2.1.1.1 FOR DISCOVER USE ONLY
     -------------------------- ---------------------------------   -------------------
     Program Checklist          IIN Assigned [_]                      Comments
     -------------------------- ---------------------------------   -------------------
                                Review Plastics [_]                   Comments
     -------------------------- ---------------------------------   -------------------
                                Review Marketing Material [_]         Comments
     -------------------------- ---------------------------------   -------------------
                                                   Schedule 2.2(a)

* Discover/NOVUS Network generally will approve Product Application requests for most categories, with the
following exceptions:

o Collection Agencies/Debt Consolidation

o Credit Reporting Cleansing Services

o Internet Gambling

o Travel and Non-Travel Related Telemarketing Prize Packages (business offering prizes for the purchase of a
product or service)

o Any activity or service deemed to be illegal by state and/or federal authorities (i.e. prostitution)

o Tobacco related products and services.

Alcoholic Beverage companies and related products and services may be approved by DNN.
                                                SCHEDULE 7.1

                                            PRICING AND FEES

1. SET-UP FEES

A. Ticket Issuer Set-Up Fee. Ticket Issuer shall pay DFS a one-time fee to set up its Program with DFS in the
amount of $10,000.

2. CLIENT PROGRAM FEES

A. Ticket Issuer shall pay DFS a New Client Program fee for the first Program year of each new approved
Client Program in the amount of $7,000.

B. For each Program year after the first year of a Client Program, Ticket Issuer shall pay a Client Program fee,
per each Client Program, of $4,000.

3. ACCOUNT NUMBER LICENSE FEES

A. Ticket Issuer shall pay DFS an Account Number license fee as Tickets are issued for each Client Program,
determined by the cumulative number of Account Numbers licensed to and issued by Ticket Issuer under each
Client Program. Account Numbers will be released only in increments of 10,000.

                                        # Of Cumulative Tickets Issued                 Fee per Ticket
                                                10,000 - 50,000                        50.15
                                               50,001 - 100,000                        $0.15
                                               100,001 - 500,000                       50.15
                                              500,001 - 1,000,000                      50.15
                                             1,000,001 - 5,000,000                     $0.14
                                            5,000,001 - 10,000,000                     50.13
                                            10,000,001 - 50,000,000                    50.12

          4.        TRANSACTION PRICING




A. Ticket Issuer shall pay DFS a fee based on the number of Ticket transactions processed by
Discovcr/NOVUS Network. The amount of this fee is calculated monthly and is cumulative for a given calendar
year.

                                          # Cum. Transactions Routed                   Fee Per Ticket
                                                  to 250,000                           $0.075
                                              250,001 to 500,000                       50.070
                                              500,001 to 750,000                       $0.065
                                             750,001 to 1,000,000                      $0.060
                                            1,000,001 to 5,000,000                     50.055
                                            5,000,001 to 25,000,000                    $0.050
                                           25,000,001 to 100,000,000                   $0.050
                                               over 100,000,001                        50.045
                                    5.       MISCELLANEOUS FEES AND COSTS




A. Micro-transactions (defined as transactions under $5.00) shall be permitted for up to 2% of the total Card
Sale transactions (by number of transactions, not dollar volume) per month for each separate Client Program.
When the number of Micro-transactions reaches 2%, for each Micro transaction thereafter, Ticket Issuer shall be
charged $.075 per transaction.

B. Ticket Issuer will be responsible for paying any amounts due pursuant to the provisions of Section 7.9 of the
Agreement.

C. DFS will consider requests from Ticket Issuer to provide the following additional services at the additional
fees set forth below:

(1) DFS will consider creation of new reports that are not part of the current Stored Value report package
outlined in Technical Specifications Manual at an agreed-upon cost, to be determined according to the requested
report.

(2) Any research requested by Ticket Issuer that requires work by DFS in excess of 3 hours shall be billed to
Ticket Issuer at $85 an hour.

(3) Any changes to the Program requested by Ticket Issuer that require systems or other technology work to be
performed shall be first estimated by the DFS Business Technology Group, and shall be billed at $150 an hour
after and to the extent that DFS obtains Ticket Issuer's prior written approval of such work.

6. REVENUE SHARE

DFS will pay to Ticket Issuer an amount calculated by multiplying 1.39% of the net dollar volume of Card Sales
transactions by the appropriate percentage amount set forth below:

NUMBER OF TICKETS
ISSUED IN A CONTRACT
YEAR:

                             1 to 1,000,000                                       30%
                             1,000,001 to 2.000.000                               40%
                             above 2,000,000                                      50%




The amount of the Revenue share may be netted from any amounts that Ticket Issuer owes to DFS, or will he
paid directly to Ticket Issuer if the Revenue Share owed to Ticket Issuer exceeds the amounts Ticket Issuer
owes to DFS.
                                                 EXHIBIT 6.4

                                      EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"] made as of the "Effective Date" (defined below), by and between
Corporate Sports Incentives, Inc. d/b/u UTIX Corporation, Inc. (" UTIX" or the "Company"), and Anthony G.
Roth (the "Executive"),

In consideration of the mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Parties
agree as follows:

I. TITLE

                    The Executive's title will be President & Chief Executive Officer.

II. TERM OF EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby accepts employment with the
Company for a period of four (4) years commencing on the Effective Date.

III RESPONSIBILITIES OF THE EXECUTIVE

The Executive agrees to undertake the duties and responsibilities inherent in the position described above, those
described in the Company's By-Laws and such other duties and responsibilities as the Company shall from time
to time reasonably assign. Executive shall report directly to the Chairman of the Board.

Executive shall devote his full time and best efforts to the Company. Company agrees to appoint Executive to the
Board as of the Effective Date and nominate Executive as a Board candidate on the management proposed slate
throughout the tenure of his employment hereunder. Should Executive elect to resign from Board, such resignation
shall not, of itself, effect a termination or breach of this Agreement.

IV EXPENSE REIMBURSEMENT

The Company will advance and/or reimburse the Executive for all reasonable travel and other business expenses
incurred in furthering the business of the Company and in accordance with the Company's travel and business
expense policy.

V ANNUAL BASE SALARY

The Executive shall receive an annual base salary of $150,000. This salary will be reviewed at least annually by
the Compensation Committee of the Board; and the Board in its sole discretion, may increase the Annual Base
Salary for part or all of the remaining term.

VI BONUSES

A. Executive shall receive a one time Signing Bonus of $25,000 payable upon the Effective Date of this
Agreement.
B. Executive shall also participate in the Executive Bonus Program with an Annual Bonus not to exceed 75% of
the then Annual Base Salary. The Annual Bonus for Executive shall be payable in cash and will be due the month
following the delivery of the Company's annual operating results to the Board of Directors.

VII STOCK OPTIONS

                  Executive is granted options pursuant to the Company's Stock Options
                  Plan ("Plan") to purchase the greater of (i) 750,000 shares or (ii) 25%
                  of the stock option pool of Company common stock allocated for the Board
                  and Company employees. The exercise price shall be equal to the initial
                  price established it. the private offering of Company common stock made
                  as of the Effective Date, Such options shall vest expire ten year's from
                  the date of issue, The options shall vest at the rate of 25% per year on
                  each of the first four anniversary dates of the Effective Date of this
                  Agreement, subject Articles IX and XI below.

                  Executive agrees to enter into a stock option agreement with Company
                  containing the above terms and provision of the options together with
                  such other terms and conditions as counsel for the Company may
                  reasonably require to assure compliance with applicable state and
                  federal law and stock` exchange requirements in connection with the
                  issuance of Company common stock upon exercise of option to be granted
                  as provided herein, or as may be required to comply with the Plan.

         V1l      BENEFITS

                  Executive shall be entitled to receive all benefits generally                 made
                  available to senior executives of the Company ("Benefits").

                  TERMINATION BY COMPANY

                  Company shall have tope right to        terminate    this   Agreement   under the
                  following circumstances:

                  A.        For cause upon notice from the Company Board of Directors. For
                            purposes hereof, "cause" for termination shall include (a)
                            embezzlement, theft, larceny, material fraud, or other acts of
                            dishonesty; (b) conviction of or entrance of a plea of guilty or
                            nolo contendere to a felony or other crime which has or may have
                            a material adverse effect can the Executive's ability to carry
                            out his duties under this Agreement or upon the reputation =~x
                            the Company; (c) conduct involving moral turpitude; and (d) upon
                            a good faith finding by the Board of Directors of gross
                            insubordination or misconduct during the term hereof which
                            materially harms or damages the Company.

                  B.        Upon the death or disability of the Executive. As used in this
                            Agreement, the term "disability" :hall mean the inability of the
                            Executive, due to a physical and/or mental disability, L perform
                            the essential functions of his/her job for a period of six (6)
                            consecutive, months.

                  C.        For poor performance of Executive as determined by the Board of
                            Directors,   after (i) such     performance   issues have been
                            communicated in writing to the Executive and (ii) the Executive
                            has failed to cure deficiencies communicated within a reasonable
                            time period.
                    RIGHTS FOLLOWING TERMINATION BY COMPANY

                    Upon termination pursuant by Company, the following shall apply:

                    Upon termination pursuant to Paragraph A ("for cause(degree)) of Section
                    IX, the Company shall have no further responsibility to Executive except
                    to pay the portion of (i) the Annual Base Salary, and (ii) Annual Bonus
                    earned and prorated to and including the last day of employment shall be
                    paid to Executive in accordance with bonus payment schedules of other
                    Executives. All stock options not yet vested as of the last day of
                    employment are canceled.

                    Upon termination pursuant to Paragraph B ("death or disability") of
                    Section IX, the Company shall continue to pay by the Executive, his
                    surviving spouse, if living, otherwise to his estate, the Annual Base
                    Salary aid provide full Benefits (pursuant to Article VIII) for six (6)
                    months following the last day of employment in the event of Executive's
                    death or from the date the Executive is deemed disabled, (as defined in
                    Section IX B).




Upon termination pursuant to Paragraph C ("poor performance") of Section IX, the Company shall provide
Executive with the following severance package:

o Annual Base Salary and Annual Bonus. Bonus shall be paid to Executive in accordance with bonus payment
schedules of other Executives. Salary, (based upon annualizing portion of ; gar employed) will be payable in equal
monthly installments over 12 months or a single lump sum payment equal to the present value of said installment
payments discounted ::r the then prime rate published in the Wall Street Journal as of the date of termination.

o Benefits as per Section VIII for 12 months from the date of termination;

o All stock option, warrants and other equity arrangements vested as of the date of termination remain with
Executive and Executive has 180 days from the date of termination to exercise all such options, warrants or other
equity arrangements. As of the 7.811` day following the date of termination, all unexercised options, warrants and
other equity arrangements shall be canceled.

TERMINATION BY EXECUTIVE

Executive shall have the right to terminate his employment under the Agreement upon thirty (30) days' prior
written notice to Board provided said notice is delivered to the Chairman of the Board within 60 days following
the occurrence of either A or B below or resigns in accordance with C below.

A. Executive is not appointed, slated, elected or retained as a voting member of the Board of Director of the
Company;

B. Company materially reduces Executive's scope OF authority, duties and responsibilities hereunder. Executive's
scope OF authority, duties and responsibilities shall not be deemed materially reduced for purposes hereof solely
by virtue of the fact that Company is (or substantially all of its assets are) sold to, or is combined with, another
entity provided to the following such an event (i) Executive shall continue to have the same scope of ai.4odty,
duties and responsibilities with respect to Company's Universal Ticket products, sales and marketing operations,
and retail distribution business and (ii) Executive shall report directly to the then chief executive officer or Board
of Directors of
the entity that acquires the Company or substantially all OF its assets; or

C. Executive announces the termination of his employment agreement in writing to the Board of Directors as a
"voluntary resignation."

RIGHTS FOLLOWING A TERMINATION BY EXECUTIVE

If this Agreement is germinated pursuant to Sections A or B of Article XI, the Company shall pay Executive
within 30 days of the date of termination the following severance package:

o One year Annual Base Salary and Annual Bonus (based upon annualizing portion of year employed) payable
upon termination in a single lump sum payment;

o One year of Benefits continuation per Article VIII;

o All. stock options, warrants and other equity arrangements granted by the Company to executive under the
Plan or otherwise prior to the date of termination shall be deemed 100% vested as of the date of termination.

If this Agreement is terminated pursuant to Section C of Article X (voluntary resignation), the Company shall
have no further responsibility to Executive except to pay the portion of (i) Annual Base Salary, and (ii; Annual
Bonus earned to and including the last day of employment. Further, all stock options not yet vested as of the last
day of employment are canceled. All stock options, warrants and other equity arrangements vested as of the date
of termination remain with Executive and Executive has 180 days from the date of termination to exercise all such
options, warrants or other equity arrangements. As of the 1811 day following the date of termination, all
unexercised option;; warrants and other equity arrangements shall be canceled.

XIII CHANGE OF CONTROL TERMINATION

If within twenty-four months following a Change of Control, as hereinafter defined, the Executive's employment is
terminated for a reason (or no reason) other than for disability, death or for cause, the termination shall be
deemed a "Change of Control Termination" and this Article shall determine Executives severance package in lieu
of provisions described under Articles X and XII above. In the event of a Change of Control Termination, the
Company shall pay to the Executive a single lump sum payment equal to two years of the Executive's then Annual
Base Salary and Annual Bonus (based upon a; initializing current year), and a continuation of Benefits (per
Section VIII) for two years. Additionally, any stock options, warrants, or other equity arrangements granted to
the Executive shall become 100% vested as of the date of the Change of Control Termination.

"Change of Control"- shall be deemed to have occurred if at any time after the Effective Date of this Agreement
any person or group (excluding the shareholders OF the Company the day before the Public Merger), directly or
indirectly, controls more than 50% of the combined voting power of the young securities of the Company.

XIV BINDING AGREEMENT

This Agreement shall be binding upon arid inure to the benefit of Executive, his heirs, distributees and assigns and
the Company, its successors (e,g. Public Company via Public Merger), and
assigns. Executive r nay not, without the express written permission of the Company, assign or pledge any rights
c: obligations hereunder to any person, firm or corporation, No amendment or modification of this Agreement
shall be valid unless evidenced by a written instrument executed by both parties hereto.

XV GOVERNING LAW

This Agreement shill be governed by and construed in accordance with the laws of the State of Delaware

All notices which a ,:arty is required or may desire to give to the other party under or in connection with this
Agreement shall be given in writing via either overnight service or U.S. Mail certified return receipt requested, by
addressing the same to the other party as follows:
                                               If to Executive to:

                                                 Anthony G. Roth
                                               5 El Will Farm Road
                                               Bedford, MA 01730

                                                If to Company to:

                                         Chairman of Board of Directors
                                              UTIX Corporation
                                             170 Cambridge Street
                                             Burlington, MA 01803

Or such other place as may be designated in writing by like notice.

XVI EFFECTIVE DATE

This Agreement shall become effective as of Chic, closing date of the Public Merger (defined below) and said
merger is a condition precede; rt to the commencement of the term hereunder.

XVII PUBLIC MERGER

The Company is in the process of competing a Public Merger with a public company, Equicap, Inc. ("Public
Merger").

XVIII ATTORNEY FEES

In the event a dispute arises as to the interpretation, enforcement and/or breach of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees and all costs Incurred.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 18th day of September,
2003.

          EXECUTIVE:                                      UTIX CORPORATION, INC.

          ----------------------------------              ----------------------------------------
          Anthony G. Roth                                 Jonathan Adams              Date
                                                          Co-Chairman




Charles A. Lieppe Date Co-Chairman
                                               If to Executive to:

                                                Anthony G. Roth
                                              5 El Will Farm Road
                                              Bedford, MA 01730

                                               If to Company to:

                                       Chairman an of Board of Directors
                                             UTIX Corporation
                                            176 Cambridge Street
                                            Burlington, MA 01803

Or such other place as may be designated in writing by like notice.

VI EFFECTIVE DATE

                   This Agreement shall become effective as of the closing date of the
                   Public Merger (defined below) and said merger is a condition precedent
                   to the commencement of the term hereunder.

          :VII     PUBLIC MERGER

                   The Company is in the process of completing a Public           Merger   with a
                   public company, Equicap, Inc: ("Public Merger").

          YIII     ATTORNEY FEES

                   In the event a dispute arises as to the interpretation, enforcement
                   and/or breach of this Agreement, the prevailing party shall be entitled
                   to reasonable attorney's fees and all costs incurred.




IN WITNESS WHEREOF, the parties hereto have:, executed this Agreement as of the 18th day of September,
2003.

          EXECUTIVE:                                     UTIX CORPORATION, INC.

          -----------------------                        ----------------------------------------
          Anthony G. Roth    Date                        Jonathan Adams           Date
                                                         Co-Chairman




Charles A. Lieppe Date Co-Chairman
                                        2003 STOCK OPTION PLAN

                                                       OF

                                             UTIX GROUP, INC.

1. PURPOSES OF THE PLAN

The purposes of the 2003 Stock Option Plan (the "Plan") of Utix Group, Inc. (fka Chantal Skin Care
Corporation), a Delaware corporation (the "Company"), are to:

(a) Encourage selected employees, directors and consultants to improve operations and increase profits of the
Company;

(b) Encourage selected employees, directors and consultants to accept or continue employment or association
with the Company or its Affiliates; and

(c) Increase the interest of selected employees, directors and consultants in the Company's welfare through
participation in the growth in value of the common stock of the Company (the "Shares").

Options granted under this Plan ("Options") may be "incentive stock options" ("ISOs") intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(the "Code"), or "non-qualified stock options" ("NQSOs").

2. ELIGIBLE PERSONS

Every person who at the date of grant of an Option is an employee of the Company or of any Affiliate (as defined
below) of the Company is eligible to receive NQSOs or ISOs under this Plan. Every person who at the date of
grant is a consultant to, or non-employee director of, the Company or any Affiliate (as defined below) of the
Company is eligible to receive NQSOs under this Plan. The term "Affiliate" as used in the Plan means a parent or
subsidiary corporation as defined in the applicable provisions (currently Sections 424(e) and (f), respectively) of
the Code. The term "employee" includes an officer or director who is an employee of the Company. The term
"consultant" includes persons employed by, or otherwise affiliated with, a consultant.

3. STOCK SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF GRANTS

Subject to the provisions of Section 6.1.1 of the Plan, the total number of Shares which may be issued under
Options granted pursuant to this Plan shall not exceed Four Million (4,000,000) Shares. The Shares covered by
the portion of any grant under the Plan which expires unexercised shall become available again for grants under
the Plan.

4. ADMINISTRATION

(a) The Plan shall be administered by either the Board of Directors of the Company (the "Board") or by a
committee (the "Committee") to which administration of the Plan, or of part of the Plan, may be delegated by the
Board (in either case, the "Administrator"). The Board shall appoint and remove members of such Committee, if
any, in its discretion in accordance with applicable laws. If necessary in order to comply with Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 162(m) of the Code, the
Committee shall, in the Board's discretion, be comprised solely of "non-employee directors" within the meaning of
said Rule 16b-3 and "outside directors" within the meaning of Section 162(m) of the Code. The foregoing
notwithstanding, the Administrator may delegate nondiscretionary administrative duties to such employees of the
Company as it
deems proper and the Board, in its absolute discretion, may at any time and from time to time exercise any and all
rights and duties of the Administrator under the Plan.

(b) Subject to the other provisions of this Plan, the Administrator shall have the authority, in its discretion: (i) to
grant Options; (ii) to determine the fair market value of the Shares subject to Options; (iii) to determine the
exercise price of Options granted; (iv) to determine the persons to whom, and the time or times at which, Options
shall be granted, and the number of shares subject to each Option; (v) to interpret this Plan; (vi) to prescribe,
amend, and rescind rules and regulations relating to this Plan; (vii) to determine the terms and provisions of each
Option granted (which need not be identical), including but not limited to, the time or times at which Options shall
be exercisable; (viii) with the consent of the optionee, to modify or amend any Option; (ix) to defer (with the
consent of the optionee) the exercise date of any Option; (x) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option; and (xi) to make all other determinations deemed
necessary or advisable for the administration of this Plan. The Administrator may delegate nondiscretionary
administrative duties to such employees of the Company as it deems proper.

(c) All questions of interpretation, implementation, and application of this Plan shall be determined by the
Administrator. Such determinations shall be final and binding on all persons.

5. GRANTING OF OPTIONS; OPTION AGREEMENT

(a) No Options shall be granted under this Plan after 10 years from the date of adoption of this Plan by the
Board.

(b) Each Option shall be evidenced by a written stock option agreement, in form satisfactory to the
Administrator, executed by the Company and the person to whom such Option is granted.

(c) The stock option agreement shall specify whether each Option it evidences is an NQSO or an ISO.

(d) Subject to Section 6.3.3 with respect to ISOs, the Administrator may approve the grant of Options under this
Plan to persons who are expected to become employees, directors or consultants of the Company, but are not
employees, directors or consultants at the date of approval, and the date of approval shall be deemed to be the
date of grant unless otherwise specified by the Administrator.

6. TERMS AND CONDITIONS OF OPTIONS

Each Option granted under this Plan shall be subject to the terms and conditions set forth in Section 6.1. ISOs
shall also be subject to the terms and conditions set forth in Section 6.3.

6.1 Terms and Conditions to Which All Options Are Subject. All Options granted under this Plan shall be subject
to the following terms and conditions:

6.1.1 Changes in Capital Structure. Subject to Section 6.1.2, if the stock of the Company is changed by reason
of a stock split, reverse stock split, stock dividend, or recapitalization, combination or reclassification,
appropriate adjustments shall be made by the Board in (a) the number and class of shares of stock subject to this
Plan and each Option outstanding under this Plan, and (b) the exercise price of each outstanding Option;
provided, however, that the Company shall not be required to issue fractional shares as a result of any such
adjustments. Each such adjustment shall be subject to approval by the Board in its sole discretion.

6.1.2 Corporate Transactions. In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each optionee at least 30 days prior to such proposed action. To the extent not
previously exercised, all Options will terminate immediately prior to the consummation of such proposed action;
provided, however, that the Administrator, in the exercise of its sole discretion, may permit exercise of any
Options prior to their termination, even if such Options were not otherwise exercisable. In the event of a merger
or

                                                          2
consolidation of the Company with or into another corporation or entity in which the Company does not survive,
or in the event of a sale of all or substantially all of the assets of the Company in which the shareholders of the
Company receive securities of the acquiring entity or an affiliate thereof, all Options shall be assumed or
equivalent options shall be substituted by the successor corporation (or other entity) or a parent or subsidiary of
such successor corporation (or other entity); provided, however, that if such successor does not agree to assume
the Options or to substitute equivalent options therefor, the Administrator, in the exercise of its sole discretion,
may permit the exercise of any of the Options prior to consummation of such event, even if such Options were
not otherwise exercisable.

6.1.3 Time of Option Exercise. Subject to Section 5 and
Section 6.3.4, Options granted under this Plan shall be exercisable (a) immediately as of the effective date of the
stock option agreement granting the Option, or (b) in accordance with a schedule as may be set by the
Administrator (each such date on such schedule, the "Vesting Base Date") and specified in the written stock
option agreement relating to such Option. In any case, no Option shall be exercisable until a written stock option
agreement in form satisfactory to the Company is executed by the Company and the optionee.

6.1.4 Option Grant Date. The date of grant of an Option under this Plan shall be the date as of which the
Administrator approves the grant.

6.1.5 Nontransferability of Option Rights. Except with the express written approval of the Administrator which
approval the Administrator is authorized to give only with respect to NQSOs, no Option granted under this Plan
shall be assignable or otherwise transferable by the optionee except by will, by the laws of descent and
distribution or pursuant to a qualified domestic relations order. During the life of the optionee, an Option shall be
exercisable only by the optionee.

6.1.6 Payment. Except as provided below, payment in full, in cash, shall be made for all stock purchased at the
time written notice of exercise of an Option is given to the Company, and proceeds of any payment shall
constitute general funds of the Company. The Administrator, in the exercise of its absolute discretion, may
authorize any one or more of the following additional methods of payment:

(a) Subject to the discretion of the Administrator and the terms of the stock option agreement granting the
Option, delivery by the optionee of Shares already owned by the optionee for all or part of the Option price,
provided the fair market value (determined as set forth in Section 6.1.10) of such Shares being delivered is equal
on the date of exercise to the Option price, or such portion thereof as the optionee is authorized to pay by
delivery of such stock; and

(b) Subject to the discretion of the Administrator, through the surrender of Shares then issuable upon exercise of
the Option, provided the fair market value (determined as set forth in Section 6.1.10) of such Shares is equal on
the date of exercise to the Option price, or such portion thereof as the optionee is authorized to pay by surrender
of such stock.

6.1.7 Termination of Employment. If for any reason other than death or permanent and total disability, an
optionee ceases to be employed by the Company or any of its Affiliates (such event being called a
"Termination"), Options held at the date of Termination (to the extent then exercisable) may be exercised in whole
or in part at any time within three months of the date of such Termination, or such other period of not less than 30
days after the date of such Termination as is specified in the Option Agreement or by amendment thereof (but in
no event after the Expiration Date); provided, however, that if such exercise of the Option would result in liability
for the optionee under
Section 16(b) of the Exchange Act, then such three-month period automatically shall be extended until the tenth
day following the last date upon which optionee has any liability under Section 16(b) (but in no event after the
Expiration Date). If an optionee dies or becomes permanently and totally disabled (within the meaning of Section
22(e)(3) of the Code) while employed by the Company or an Affiliate or within the period that the Option
remains exercisable after Termination, Options then held (to the extent then exercisable) may be exercised, in
whole or in part, by the optionee, by the optionee's personal representative or by the person to whom the Option
is

                                                          3
transferred by devise or the laws of descent and distribution, at any time within twelve months after the death or
twelve months after the permanent and total disability of the optionee or any longer period specified in the Option
Agreement or by amendment thereof (but in no event after the Expiration Date). For purposes of this Section
6.1.7, "employment" includes service as a director or as a consultant. For purposes of this Section 6.1.7, an
optionee's employment shall not be deemed to terminate by reason of sick leave, military leave or other leave of
absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if
the optionee's right to reemployment by the Company or any Affiliate is guaranteed either contractually or by
statute.

6.1.8 Withholding and Employment Taxes. At the time of exercise of an Option and as a condition thereto, or at
such other time as the amount of such obligations becomes determinable (the "Tax Date"), the optionee shall remit
to the Company in cash all applicable federal and state withholding and employment taxes. Such obligation to
remit may be satisfied, if authorized by the Administrator in its sole discretion, after considering any tax,
accounting and financial consequences, by the optionee's (i) delivery of a promissory note in the required amount
on such terms as the Administrator deems appropriate, (ii) tendering to the Company previously owned Shares
or other securities of the Company with a fair market value equal to the required amount, or (iii) agreeing to have
Shares (with a fair market value equal to the required amount) which are acquired upon exercise of the Option
withheld by the Company.

6.1.9 Other Provisions. Each Option granted under this Plan may contain such other terms, provisions, and
conditions not inconsistent with this Plan as may be determined by the Administrator, and each ISO granted
under this Plan shall include such provisions and conditions as are necessary to qualify the Option as an "incentive
stock option" within the meaning of Section 422 of the Code.

6.1.10 Determination of Value. For purposes of the Plan, the fair market value of Shares or other securities of the
Company shall be determined as follows:

(a) Fair market value shall be the closing price of such stock on the date before the date the value is to be
determined on the principal recognized securities exchange or recognized securities market on which such stock
is reported, but if selling prices are not reported, its fair market value shall be the mean between the high bid and
low asked prices for such stock on the date before the date the value is to be determined (or if there are no
quoted prices for such date, then for the last preceding business day on which there were quoted prices).

(b) In the absence of an established market for the stock, the fair market value thereof shall be determined in
good faith by the Administrator, with reference to the Company's net worth, prospective earning power,
dividend-paying capacity, and other relevant factors, including the goodwill of the Company, the economic
outlook in the Company's industry, the Company's position in the industry, the Company's management, and the
values of stock of other corporations in the same or similar line of business.

6.1.11 Option Term. Subject to Section 6.3.4, no Option shall be exercisable more than 10 years after the date
of grant, or such lesser period of time as is set forth in the stock option agreement (the end of the maximum
exercise period stated in the stock option agreement is referred to in this Plan as the "Expiration Date").

6.2 Intentionally Omitted.

6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted under this Plan which are
designated as ISOs shall be subject to the following terms and conditions:

6.3.1 Exercise Price.

(a) Except as set forth in Section 6.3.1(b), the exercise price of an ISO shall be determined in accordance with
the applicable provisions of the Code and shall in no event be less than the fair market value (determined in
accordance with Section 6.1.10) of the stock covered by the Option at the time the Option is granted.

                                                          4
(b) The exercise price of an ISO granted to any Ten Percent Shareholder shall in no event be less than 110% of
the fair market value (determined in accordance with Section 6.1.10) of the stock covered by the Option at the
time the Option is granted.

6.3.2 Disqualifying Dispositions. If stock acquired by exercise of an ISO granted pursuant to this Plan is disposed
of in a "disqualifying disposition" within the meaning of Section 422 of the Code (a disposition within two years
from the date of grant of the Option or within one year after the transfer of such stock on exercise of the Option),
the holder of the stock immediately before the disposition shall promptly notify the Company in writing of the date
and terms of the disposition and shall provide such other information regarding the Option as the Company may
reasonably require.

6.3.3 Grant Date. If an ISO is granted in anticipation of employment as provided in Section 5(d), the Option shall
be deemed granted, without further approval, on the date the grantee assumes the employment relationship
forming the basis for such grant, and, in addition, satisfies all requirements of this Plan for Options granted on that
date.

6.3.4 Term. Notwithstanding Section 6.1.11, no ISO granted to any Ten Percent Shareholder shall be
exercisable more than five years after the date of grant.

7. MANNER OF EXERCISE

(a) An optionee wishing to exercise an Option shall give written notice to the Company at its principal executive
office, to the attention of the officer of the Company designated by the Administrator, accompanied by payment
of the exercise price and withholding taxes as provided in Sections 6.1.6 and
6.1.8. The date the Company receives written notice of an exercise hereunder accompanied by payment of the
exercise price will be considered as the date such Option was exercised.

(b) Promptly after receipt of written notice of exercise of an Option and the payments called for by Section 7(a),
the Company shall, without stock issue or transfer taxes to the optionee or other person entitled to exercise the
Option, deliver to the optionee or such other person a certificate or certificates for the requisite number of shares
of stock. An optionee or permitted transferee of the Option shall not have any privileges as a shareholder with
respect to any shares of stock covered by the Option until the date of issuance (as evidenced by the appropriate
entry on the books of the Company or a duly authorized transfer agent) of such shares.

8. EMPLOYMENT OR CONSULTING RELATIONSHIP

Nothing in this Plan or any Option granted hereunder shall interfere with or limit in any way the right of the
Company or of any of its Affiliates to terminate any optionee's employment or consulting at any time, nor confer
upon any optionee any right to continue in the employ of, or consult with, the Company or any of its Affiliates.

9. CONDITIONS UPON ISSUANCE OF SHARES

Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended (the "Securities Act").

10. NON-EXCLUSIVITY OF THE PLAN

The adoption of the Plan shall not be construed as creating any limitations on the power of the Company to adopt
such other incentive arrangements as it may deem desirable, including, without limitation, the granting of

                                                          5
stock options other than under the Plan.

11. AMENDMENTS TO PLAN

The Board may at any time amend, alter, suspend or discontinue this Plan. Without the consent of an optionee,
no amendment, alteration, suspension or discontinuance may adversely affect outstanding Options except to
conform this Plan and ISOs granted under this Plan to the requirements of federal or other tax laws relating to
incentive stock options. No amendment, alteration, suspension or discontinuance shall require shareholder
approval unless (a) shareholder approval is required to preserve incentive stock option treatment for federal
income tax purposes or (b) the Board otherwise concludes that shareholder approval is advisable.

12. EFFECTIVE DATE OF PLAN; TERMINATION

This Plan shall become effective upon adoption by the Board; provided, however, that no Option shall be
exercisable unless and until written consent of the shareholders of the Company, or approval of shareholders of
the Company voting at a validly called shareholders' meeting, is obtained within twelve months after adoption by
the Board. If such shareholder approval is not obtained within such time, Options granted hereunder shall be of
the same force and effect as if such approval was obtained except that all ISOs granted hereunder shall be
treated as NQSOs. Options may be granted and exercised under this Plan only after there has been compliance
with all applicable federal and state securities laws. This Plan shall terminate within ten years from the date of its
adoption by the Board.

As adopted by the Board of Directors

As amended by the Board of Directors on December 26, 2003

                                                           6
                                                  EXHIBIT 6.6

                                                    LEASE - .

1. IDENTIFICATIGN

This LEASE is made and entered into this as of 7TH day of September, 2000 by and between 170
CAMBRIDGE STREET, L.L.C. (the "Landlord "), having an address at c/o Connelly Properties, L.L.C., 57
Bedford Street, Suite 100, Lexington, Massachusetts 03420 and CORPORATE SPORTS INCENTIVES',
INC., a New Hampshire corporation (the "Tenant "), having an address at One A Street, Burlington,
Massachusetts 01803.

2. LEASE: THE PREMISES

In consideration of the Basic Rent, Additional Rent, and other payments and covenants of the Tenant hereinafter
set forth, and upon the following terms and conditions, the Landlord hereby leases to the Tenant and the Tenant
hereby leases from the Landlord approximately 1,900 rentable square feet of floor area as shown on the floor
plan attached hereto as exhibit A-1 (the " Premises"), on the first floor of that certain building (the "Building ")
situated on that certain parcel of land (the "Pro]2ertY")'mown as and numbered 170 Cambridge Street,
Burlington, Massachusetts, as more particularly described in 'bit A attached hereto. The Premises are leased
together with rights,. in common with the Landlord and all others from time to time lawfully entitled thereto, to use
the driveways, walkways, parking area and other exterior areas of the Property for their intended purposes.

3. CONDITION OF PREMISES

The Tenant shall accept the Premises in its "as is" condition as of the date hereof. The Tenant acknowledges and
agrees that (a) the Premises are in good condition and satisfactory to the Tenant in all respects, (b) the Landlord
has no obligation to make any alterations or. improvements to the Premises, and
(c) no representations or warranties have been made by the Landlord or anyone purporting to act on behalf of
the Landlord as to the condition or repair of the Premises or any portion thereof.

4. TERM

The term of this Lease (the "TERM") shall commence on September 15, 2000 (the "TERM
COMMENCEMENT DATE") and shall expire, unless earlier terminated in accordance with the terms hereof, at
midnight on the last day of sixtieth (60th) full calendar month following the Term Commencement Date.
5. USE-OF THE PREMISES: LICENSES-AND PERMITS

The Tenant shall use the Premises only for general office use, to the extent now and hereafter from, time to time
permitted under applicable laws, by-laws, ordinances, codes, rules, regulations, orders and other lawful
requirements of governmental bodies having jurisdiction, and for no other use or purpose. The Tenant, its
subtenants, licensees, invitees and any other users of the Premises shall apply in their own names for and obtain at
their own expense any and all licenses, permits and other approvals which may be required from such
governmental bodies in connection with any particular use of the Premises during the Term.

6. RENT

a. BASIC RENT: On the Term Commencement Date, the Tenant shall pay the sum of $1,187.50 as Basic Rent
in respect of the period from the Term Commencement Date to September 30, 2000. Commencing October 1,
2000 and continuing thereafter, the Tenant shall pay Basic Rent to the Landlord at the annual rate of Twenty
Eight Thousand Five Hundred Dollars and No Cents ($28,500.00), payable in advance on the first day of each
calendar month during the Term in equal installments of Two Thousand Three Hundred Seventy-rive Dollars and
No Cents ($2,375.00). Basic Rent shall be payable to the Landlord at the address set forth above or such other
address as the Landlord may thereafter specify by notice to the Tenant, without counterclaim, set off, deduction
or defense and, except as otherwise expressly provided herein, without abatement.

b. ADDITIONAL RENT.

(1) Basic Rent hereunder includes an allowance for Taxes and Operating Costs (as those terms are hereinafter
(defined) based on the Landlord's expected costs and expenses for the Premises, the Building and the Property
as of the Term Commencement Date. If at any time (and from time to time) during the Term, the Landlord
estimates that the amount by which the aggregate of Taxes and Operating Costs incurred by the Landlord for any
given calendar year will exceed Six Dollars ($6.00) for each rentable square foot in the Premises, the Landlord
shall provide the Tenant with written notice of the estimated amount payable by the Tenant in respect of the
Tenant's Percentage of such deficit amount. Commencing with the next scheduled monthly rental payment
following the Tenant's receipt of such notice, the Tenant shall prepay to the Landlord, as Additional Rent
hereunder and in the same manner as Basic Rent, 1112 of the annual amount specified by the Landlord, which
prepayments the Landlord agrees shall be applied, without interest, to such amounts as they actually become
payable. As soon as any- such amounts so payable are actually determined, but no later than April 30 of each
calendar year, the Landlord shall notify the Tenant of any overpayments or underpayments made by the Tenant.
If the Tenant has made an

                                                        -2-
underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days of receiving said
notice. If the Tenant has made an overpayment, the Landlord shall credit the Tenant the amount of such
overpayment against future Basic Rent due under this Lease.

(2) As used herein, "QPERATING COSTS" means (x) any and all charges, costs, expenses, and obligations of
every kind and nature whatsoever as the Landlord may from time to time actually incur in good faith with regard
to the Premises or the operation or maintenance thereof, except as otherwise expressly agreed in this Lease,
including, without limiting the generality of the foregoing, reasonable attorneys' fees incurred by the Landlord in
connection with any amendments to, consents under and subleases and assignments of this Lease requested by
the Tenant and in connection with the enforcement of rights and pursuit of the remedies of the Landlord under this
Lease (whether during or after the expiration or termination of the Term of this Lease), and (y) thirty-three
percent (33 %) or such other percentage as the rentable square footage of the Premises bears to the rentable
square footage of the Building (currently 5,800 square feet) from time to time ("TENANT'S PERCENTAGE") of
Common Expenses as hereinafter defined. "COMMON EXPENSES" shall mean any and all charges, costs and
expenses of every kind and nature whatsoever, which the Landlord may from time to time actually incur and the
reasonable value, based on competitive rates, of any materials and services which the Landlord may provide in
good faith with respect to the ownership, operation and maintenance of the Building and the Property, including,
without limitation, (i) making repairs to and undertaking maintenance of the Building and the Property, including all
alterations and improvements to the common areas of the Building; (ii) providing utilities, including heat, water,
sewer, air conditioning and ventilation, to the Premises and to the common areas of the Building, expressly
excluding electricity service, for which the Tenant shall pay a separate charge as provided in Paragraph 9; (iii)
providing daily cleaning and rubbish removal from. the common areas; (iv) providing watering, landscaping and
lawn care for the Property; (v) sanding, plowing and removal of snow and ice from driveways, walkways and
parking areas; (vi) maintaining casualty and liability insurance with respect to the Landlord, the ; Premises, the
Building and the Property; and (vii) reasonable administrative and management costs of the Landlord.

Notwithstanding the foregoing, Operating Costs shall not include the following;

(1) except as provided for in subparagraph (5) below, depreciation, amortization, or the funding of any
replacement or contingency reserve;

(2) expenses incurred by the Landlord for repairs or other work occasioned by insurable casualty losses, or by
condemnation;

                                                        -3-
(3) legal or professional fees incurred by the Landlord in connection with the lease of space to new tenants, or the
financing of the Property or the Building;

(4) ground lease rent or, payments of any debt or equity obligations;

(5) costs of alterations, capital improvements, equipment replacement and other items that are, under GAAP,
properly classified as capital expenditures, PROVIDED, HOWEVER, that the Landlord may include in
Operating Costs, on an annual basis, the amount of principal and interest payments that would be required to pay
for each capital item over its useful life (as determined by the Landlord in accordance with GAAP as in effect at
the time of acquisition of the capital item), on a direct reduction basis, with level payments of principal and
interest, at an annual interest rate of six percent (6%); .

(6) expenses (including capital expenditures) for any item or service not provided to the Tenant but provided
exclusively to certain other tenants in the Building; and,

(7) promotional, advertising, or public relations expenses.

Upon request of the Tenant, the Landlord shall provide reasonable supporting documentation regarding costs and
expenses included in Operating Costs.

c. LATE PAYMENTS. If any payment of Basic Rent or Additional Rent is not paid to the Landlord when due or
within any applicable grace period hereunder, then at the Landlord's option, and in addition to all other remedies
hereunder, the Tenant shall pay upon demand to the Landlord as Additional Rent interest thereon at an annual
rate equal to the corporate rate of FleetBoston (or its successor) from time to time in effect plus four percent
(4%), such interest to be computed from the date such Basic Rent or , Additional Rent was originally due through
the date when paid in full.

7. TAXES

As used herein, "Taxes" shall mean all taxes and excises upon the personal property and equipment of the Tenant
located at the Premises or the.Property and the Tenant's Percentage of any and all real estate taxes, betterments
and special assessments or amounts in lieu or in the nature thereof and any other taxes, levies, water rents, sewer
use charges and other excises, franchises, imposts and charges, general and special (and the entire amount of any
interest, penalties and costs attributable to delayed payment of the Tenant's portion thereof where such delay is
the fault of the Tenant) of whatever name and nature, and whether or not

                                                        -4-
now within the contemplation of the parties hereto, which may now or hereafter be levied, assessed or imposed
by the United States of America, The Commonwealth of Massachusetts, the Town of Burlington or any other
authority, or become a lien upon all or any part of the Property, the Building, the Premises, the use or occupation
thereof, or upon the Landlord and the Tenant in respect thereof, or upon the basis of rentals thereof or therefrom
(except for the Landlord's income, estate, gift or transfer taxes), or upon the estate hereby created, or upon the
Landlord by reason of ownership of the reversion

8. Insurance: Waivers of Subrogation

The Tenant shall, at its own cost and expense, obtain and throughout the Term shall maintain, with companies
qualified to do business in Massachusetts and acceptable to any Mortgagees (as hereinafter defined) and
reasonably acceptable to the Landlord, for the benefit as additional insureds of the Landlord arid any Mortgagees
as their respective interests may appear, comprehensive general liability insurance (with contractual liability rider)
against claims for bodily injury, death or property damage occurring to, upon or about the Premises in limits of
$1,000,000 for bodily injury or death and property damage occurring to, upon or about the Premises. The risk of
loss to all contents of, and personal property and trade fixtures located in, the Premises is upon the Tenant, and
the Landlord shall have no liability with respect thereto.

The Landlord and the Tenant each hereby release the other from any liability for any loss or damage to the
Building, the Premises or other property and for injury to or death of persons occurring on the Property or in the
Building or the Premises or in any manner growing out of or connected with the Tenant's use and occupation of
the Premises, the Building or the Property or the condition thereof, whether or not caused by the negligence or
other fault of the Landlord, the Tenant or their respective agents, employees, subtenants, licensees, invitees or
assignees; provided, however, that this release (i) shall apply notwithstanding the indemnities set forth in
Paragraph 14, but only to the extent that such loss or damage to the Building or other property or injury to or
death of persons is covered by insurance which protects the Landlord or the Tenant or both of them as the case
may be; (ii) shall not be construed to, impose any other or greater liability upon either the Landlord or the Tenant
than would have existed in the absence hereof; and (iii) shall be in effect only to the extent and so long as the
applicable insurance policies provide that this release shall not affect the right of the insureds to recover under
such policies, which clauses shall be obtained by the parties hereto whenever available.

9. UTILITIES

The Tenant shall be responsible for the cost of electricity for the Premises, which shall be paid by the Tenant to
the Landlord as Additional Rent at the annual rate of $.85 per rentable square foot of floor area from time to time
within the Premises, payable in monthly

                                                         -5-
installments of 1/12 of such annual amount. The Tenant shall also pay, as Additional Rent, for water beyond
normal office usage, telephone service, overtime and special services as set forth below, and any additional
HVAC facilities used in connection with any room devoted substantially to the operation of one or more
computers, which amounts the Landlord shall reasonably determine.

The Landlord shall provide to the Premises heat, air conditioning, and ventilation, on art appropriate seasonal
basis, between the hours of 8:00 a.m. and 6:00 p.m. on Mondays through Fridays. The Landlord shall further, at
the request of the Tenant, provide heat, air conditioning and ventilation at arty other times, and any special
services which the Tenant may reasonably request, and the Tenant shall pay for such services as Additional Rent.
In no event, however, shall the Landlord be required to provide heat, air conditioning, or ventilation to the
Premises if any action of the Tenant, Act of God, or other unforeseen circumstances makes it impossible for the
Landlord reasonably to do so. The Landlord shall provide customary cleaning and rubbish removal service to the
Premises on each business day arid customary dumpster services for the Premises; provided that (i) the Landlord
may, if it deems it necessary, prescribe binding rules to facilitate the orderly provision of these services; and (ii)
the Landlord's duty shall be conclusively deemed relieved and discharged to the extent that any action by the
Tenant, Act of God, or other unforeseen circumstances makes it impossible for the Landlord reasonably to
provide these cleaning and rubbish removal services. In the event any of such services are interrupted for any
reason other than an action of the Tenant, the Landlord shall use all commercially reasonable efforts to restore
such services promptly.

10. REPAIRS

From and after the commencement of and during the Tern, the Tenant shall, at its own cost and expense: (i) make
interior non-structural repairs, replacements arid renewals as necessary to keep the Premises in as good
condition, order and repair as the same are at the commencement of the Term or thereafter ay be put, reasonable
wear and use and damage by fire or other casualty only excepted (it begin understood, however, that the
foregoing exception for reasonable wear and use shall not relieve the Tenant from the obligation to keep the
Premises in good order, repair and condition); and (ii) keep and maintain all portions of the Premises in a clean
and orderly condition, free of accumulation of dirt, rubbish, and other debris.

From and after the commencement ]if and during the Term, the Landlord shall make all necessary repairs,
replacements and renewals, interior and exterior, structural and non-structural, to: keep the roof of the Building
free of leaks and to maintain the foundation, floor slabs and other structural supports of the Building in good and
sound condition, maintenance and repairs occasioned by the acts or negligence of the Tenant or its agents
excepted unless such acts or negligence are covered by the release provided in Paragraph 8; keep all electrical,
mechanical, heating, ventilating and air conditioning, plumbing, sprinkler and other building

                                                         -6-
systems and the parking areas, and other exterior portions of the Property in as good condition, order and repair
as the same are at the commencement of the Term or thereafter may be put, damage by fire or other casualty
only excepted; and keep all driveways, walkways, parking areas and other improvements on the Property free of
snow and sanded as appropriate; and keep all lawns and landscaped areas of the Property watered, fertilized
and neatly trimmed.

11. COMPLIANCE WITH LAWS AND REGULATIONS

The Tenant agrees that its obligations to make payment of the Basic Rent, Additional Rent and all other charges
on its part to be paid, and to perform all of the covenants and agreements on its part to be performed during the
Term hereunder shall not, except as set forth in the event of condemnation by public authority, be affected by any
present or future law, bylaw, ordinance, code, rule, regulation, order or other lawful requirement regulating or
affecting the use which may be made of the Premises.

During the Term the Tenant shall comply, at its own cost and expense, with: all applicable laws, by-laws,
ordinances, codes, rules, regulations, orders, and other lawful requirements of the governmental bodies having
jurisdiction, which are applicable to, or by reason of, the Tenant's use of the Premises or the fixtures and
equipment therein and thereon; the orders, rules and regulations of the National Board of Fire Underwriters, or
any other body hereafter constituted exercising similar functions, which may be applicable to the Premises, the
fixtures and equipment therein or thereon or the use thereof; and the requirements of all policies of public liability,
fire and all other types of insurance at any time in force with respect to the Premises, the Building or the property
and the fixtures and equipment therein and thereon.

12. ALTERATIONS BY TENANT

The Tenant shall erect no signs and shall make no alterations, additions or improvements in or to any portion of
the Premises or any portion of the Building or the Property without the Landlord's prior written consent and
without first providing the Landlord with suitable assurance of the Tenant's obligation to complete the same at no
expense to the Landlord and without any mechanics' or materialmen's lien upon the Property. The Landlord
agrees that its consent (i) shall not be withheld unreasonably with respect to signs requested by the Tenant
provided such signs would comply and at all times shall continue to comply with all zoning, building and other
codes and regulations applicable thereto, and (ii) shall not be withheld for interior, non-structural alterations,
additions and improvements to the Premises consistent with the use of the Premises as contemplated hereby. Any
such consents to signs and to interior, non-structural alterations, additions and improvements may, if the Landlord
so advises the Tenant as part of or by notice at the time of any such consent, be conditioned upon the Tenant's
being obligated to remove the same at the expiration or termination of this Lease

                                                          -7-
and to restore the Premises to their condition prior to such alterations, additions and improvements.

13. LANDLORD'S ACCESS

The Tenant agrees to permit the Landlord and any Mortgagees and their authorized representatives to enter the
Premises (i) at all reasonable times after at least 24 hours' prior oral notice during usual business hours for the
purposes of inspecting the same, exercising such other rights as it or they may have hereunder or under any
mortgages and exhibiting the same to other prospective tenants, purchasers or mortgagees and (ii) at any time and
without notice in the event of emergency. In exercising his rights under this Paragraph 13, the Landlord shall use
commercially reasonable efforts to minimize disruption of and interference with the Tenant's business activities at
the Premises.

14. INDEMNITIES

The Tenant agrees to protect, defend (with counsel approved by the Landlord), indemnify and save the Landlord,
any and all affiliates of Landlord, and their respective partners, members, managers, officers, directors,
contractors, agents and employees (collectively, "LANDLORD PARTIES") harmless from and against any and
all claims and liabilities arising: (i) from the conduct or management of or from any work or thing whatsoever done
in or about the Premises during the Terra and from any condition existing, or any injury to or death of persons or
damage to property occurring or resulting from any act or omission during the Term in or about the Premises on
the part of the Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees; and
(ii) from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the
part of the Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on
the part of the Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees. The Tenant
further agrees to indemnify the Landlord from and against all costs, expenses (including reasonable attorneys'
fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought
thereon, any and all of which, if reasonably , suffered, paid or incurred by the Landlord, the Tenant shall pay
promptly upon demand to the Landlord as Additional Rent.

15. CASUALTY DAMAGE

Except as provided below, in the event of partial or total destruction of the Premises during the Term by fire or
other casualty, the Landlord shall, as promptly as practicable after receipt of any insurance proceeds available as
a result of such casualty, repair, reconstruct or replace the portions of the Premises destroyed as nearly as
possible to their condition prior to such destruction, except that in no event shall the Landlord be obligated to
expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds

                                                        -8-
actually received. During the period of such repair, reconstruction and replacement there shall be an equitable
abatement of Basic Rent and Additional Rent hereunder for up to one (1) year from the date of such casualty in
proportion to the loss of usable floor area in the Premises but only to the extent no action by the Tenant has
voided or made uncollectible lost rentals insurance for the benefit of the Landlord covering such abatement.

If the Building is so extensively destroyed by fire or other casualty that an independent engineer or architect
certifies that the Premises cannot reasonably be expected to be susceptible of repair, reconstruction or
replacement within a period of six (6) months from the date work were to commence thereon, or if any damage
results from causes or risks not required to be insured against by the Landlord hereunder or if any Mortgagee
refuses to make such net proceeds available for such repair, reconstruction or replacement, the Landlord may
terminate this Lease by giving written notice to the Tenant within thirty (30) days after the date of such
destruction. If, despite diligent efforts, the Landlord has been unable to restore the Premises to their condition
prior to such destruction within nine (9) months following the date of.such casualty, the Tenant may terminate this
Lease by written notice to the Tenant. In the event of any such notice of termination, this Lease shall terminate as
of, and Basic Rent and Additional Rent shall be appropriately apportioned through and abated from and after, the
date of such notice of termination.

16. CONDEMNATION

If more than twenty percent (20%) of the usable floor area of the Premises, or more than twenty percent (20 %)
of the parking spaces designated for use by the Tenant shall be taken by eminent domain or appropriated by
public authority or if the Tenant shall be deprived of all suitable vehicular or pedestrian access to the Premises or
the Property by virtue of such a taking or appropriation, the Landlord or the Tenant may terminate this Lease by
giving written notice to the other within thirty (30) days after such taking or appropriation. In the event of such a
termination, this Lease shall terminate as of the date the Tenant must surrender possession or, if later, the date the
Tenant actually surrenders possession, and the Basic Rent and Additional Rent reserved shall be apportioned and
paid to and as of such date,

If all or any part of the Premises is taken or appropriated by public authority as aforesaid and this Lease is not
terminated as set forth above, the Landlord shall, subject to the rights of any Mortgagees, apply any such
damages and compensation awarded (net of the costs and expenses, including reasonable attorneys' fees,
incurred by the Landlord in obtaining the same) to secure and close so much of the Premises as remain and shall
restore the Building to an architectural whole and except that in no event shall the Landlord be obligated to
expend more for such replacement than the net amount of any such damages, compensation or award which the
Landlord may have received as damages ire respect of the Building and any other . improvements situated on the
Property as they existed immediately prior to such taking or appropriation; in such event there shall be an
equitable abatement of Basic Rent in proportion

                                                         -9-
to the loss of usable floor area in the Premises after giving effect to such restoration, from and after the date the
Tenant must surrender possession or, if later, the date the Tenant actually surrenders possession.

The Landlord hereby reserves, and the Tenant hereby assigns to the Landlord, any and all interest in and claims
to the entirety of any damages or other compensation, by way of damages which may be awarded in connection
with any such taking or appropriation, except so much of such damages or award as is specifically arid separately
awarded to the Tenant and expressly attributable to trade fixtures or moving expenses of the Tenant.

17. LANDLORD'S COVENANT OF QUIET.ENJOYMENT: TITLE

The Landlord covenants that the Tenant, upon paying the Basic Rent and Additional Rent provided for hereunder
and performing and observing all of the other covenants and provisions hereof, may peaceably and quietly hold
and enjoy the Premises for the Terra, as aforesaid free from interference by any other person claiming by, through
or under the Landlord, subject, however, to all of the terms and provisions of this Lease and to all matters
affecting record title.

18. TENANT'S OBLIGATION TO QUIT

The Tenant shall, upon expiration of the Term or other termination of this Lease, leave and peaceably and quietly
surrender and deliver to the Landlord the Premises and any replacements or renewals thereof broom clean and in
the order, condition and repair required by Paragraph 10 and the other provisions of this Lease, except,
however, that the Tenant shall first remove any trade fixtures and equipment and any alterations, additions and
improvements which the Landlord has required be removed pursuant to the terms of Paragraph 12, restoring the
Premises in each case to their condition prior to the installation of such fixtures or the undertaking of such
alterations, additions or improvements, as the case may be. If the Tenant shall fail to surrender and deliver the
Premises as and when required hereunder, the Tenant shall become a tenant at sufferance only, SUBJECT TO all
of the terms, covenants and conditions herein specified, except the annual rate of Basic Rent shall increase to
200% of the annual rate of Basic Rent then in effect. In addition, the Tenant shall indemnify, defend and hold the
Landlord harmless FRONT and against any direct and indirect loss, cost and damage (including, without
limitation, reasonable attorneys' fees) that the Landlord may suffer by reason of any holdover by the Tenant. The
provisions of THIS Paragraph 18 shall expressly survive the termination or expiration OF THIS LEASE.

19. TRANSFERS OF TENANT'S INTEREST

The TENANT SHALL not assign or sublease or otherwise encumber all or any part of its interest in this Lease,
the Premises, or the estate hereby created, without in each case first

                                                         -10-
obtaining the prior written consent of the Landlord. The Landlord shall not unreasonably withhold or delay such
consent, but such consent may be conditioned upon, among other factors, a determination that the proposed use
of the premises will be consistent with the requirements of this Lease and that the assignee, sublessee or other
occupant has a Tangible Net Worth (as hereinafter defined) acceptable to the Landlord. In all events, the
Landlord may condition the consent to any sublease or assignment upon (i) except in the case of a sublease to an
Affiliate of Tenant, as provided below, the Tenant agreeing to pay the Landlord seventy-five percent (75 %) of
the amount by which rentals and other amounts from tithe to time payable to or for the Tenant under such
assignment or sublease exceed the Basic Rent and Additional Rent from time to time payable hereunder, with the
balance to be paid to the Tenant, and (ii) upon the sublessee's or assignee's agreement to obtain the consent of
the Landlord to any future or further sublease or assignment of its interest under this Lease. Any attempted
assignment without the consent of the Landlord as contemplated hereby shall be void. Any change in ownership
of, or power to vote, a majority of the outstanding stock of the Tenant shall constitute an assignment for purposes
of this Lease; PROVIDED, HOWEVER, that the sale of all or substantially all of the stock of the Tenant (a
"SALE OF STOCK") shall not constitute an assignment of this Lease if:

(a) the Tenant is not then in default of its obligations under this Lease beyond all applicable grace and cure
periods; and

(b) the Tenant provides the Landlord with prior notice of such Sale of Stock, together with pro forma financial
statements prepared in connection with, and effective as of the date of such Sale of Stock, evidencing that such
successor entity shall have a Tangible Net Worth at least equal to the Tangible Net Worth of the Tenant as of the
date of this Lease. Such pro forma financial statements shall be in form reasonably acceptable to the Landlord,
prepared by an independent accounting firm reasonably acceptable to the Landlord, and certified by such
accounting firm as accurate and as having been prepared in accordance with generally accepted accounting
principles consistently applied.

Notwithstanding the foregoing, the Tenant shall have the right to sublease the Premises or any portion thereof
without the Landlord's consent to an Affiliate of Tenant (as hereinafter defined), provided that:

(1) the Tenant provides the Landlord with prior notice of such sublease, together with a copy of the proposed
form of sublease instrument and evidence that the proposed sublessee is an Affiliate of Tenant; and,

(2) such sublease does not impose any additional obligations upon the Landlord.

                                                        -11-
For purposes hereunder, an "Affiliate of Tenant" shall mean any entity that is under common control with the
Tenant originally named herein, so long as such entity remains in such relationship with the Tenant originally
named herein, and "control" shall mean owning more than fifty percent (50 %) of the shares or other beneficial
ownership interests of an entity.

As used herein, "TANGIBLE NET WORTH" shall mean the excess of total assets over total liabilities, in each
case as determined in accordance with GAAP, excluding, however, from the determination of total assets all
assets that would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses,
patents, trademarks, trade names, copyrights, and franchises.

Notwithstanding any term or provision herein to the contrary, and excluding, however, assignments arising from a
change in ownership of, or voting control of a majority of the Tenant's outstanding stock, (x) if the Tenant
requests the Landlord's consent to any proposed assignment of the Tenant's interest under this Lease, or any
proposed subletting by the Tenant of the entire Premises for all or substantially all of the balance of the Term (a
"Major SUBLEASE"), the Landlord shall have the option, which may be exercised in the Landlord's sole and
absolute discretion within thirty (30) days thereafter, to terminate this Lease and to take back the Premises, in
which case all of Tenant's obligations acid liabilities under this Lease (except for those obligations and liabilities
that accrued prior to termination of this Lease and those obligations and liabilities that expressly survive
termination or expiration of this Lease) shall cease as of such termination, and (y) if Tenant requests Landlord's
consent to any proposed subletting of the Premises other than a Major Sublease, Landlord shall have the option,
which may be exercised in Landlord's sole and absolute discretion within thirty (30) days thereafter, to suspend
this Lease 17M TO with respect to the space that is the subject of the proposed sublease (the "RECAPTURE
PREMISES"), for the period of time during which the Tenant proposes to sublet the Recapture Premises (the
"RECAUTURE PERIOD"). In such event, all of Tenant's obligations under this Lease as to the Recapture
Premises (except for those obligations that accrued prior to Landlord's exercise of its right of recapture) shall
cease for the Recapture Period, and the rent and other charges due from Tenant hereunder shall be reduced in
proportion to the ratio of the number of rentable square feet in the Recapture Premises to the number of rentable
square feet in the Premises.

In all events the Tenant originally named herein and any guarantor of the obligations of the Tenant under this
Lease shall, except to the extent of so much of the Premises as the Landlord elects to lease directly to any
proposed sublessee or assignee as above provided, remain primarily and jointly and severally liable for, and any
sublessee or assignee shall in writing assume, the obligations of the Tenant under this Lease.

The Tenant shall reimburse the Landlord as Additional Rent, upon demand, for any costs that may be reasonably
incurred by the Landlord in connection with any proposed

                                                        -12-
assignment or sublease and any request for consent thereto, including without limitation the costs of malting
investigations as to the acceptability of any proposed assignee or subtenant, and reasonable attorneys' fees.

20. TRANSFERS OF LANDLORD'S INTEREST

The Landlord shall have the right from time to time to sell or mortgage its interest in the Property, the Building and
the Premises, to assign its interest in this Lease, or to assign froM tune to time the whole or any portion of the
Basic Rent, Additional Rent or other sums and charges at any time paid or payable hereunder by the Tenant to
the Landlord, to any Mortgagees or other transferees designated by the Landlord in duly recorded instruments,
and in any such case the Tenant shall pay the Basic Rent, Additional Rent and such other sums and charges so
assigned, subject to the terms of this Lease, upon demand to such Mortgagees and other transferees at the
addresses mentioned in and in accordance with the terms of such instruments. -

21. MORTGAGEES' RIGHT

The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (and to any
amendments, extensions, increases, refinancings or restructurings thereof) of the Property, the Building or the
Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this
Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes
called a "Mortagece"). The foregoing subordination shall be self-operative and automatically effective as to any
mortgage filed subsequent to the execution and delivery hereof only if either the Mortgagee agrees in writing or
such mortgage provides that, for so long as there exists no material default under this Lease by the Tenant, the
Mortgagee will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights
under such mortgage, disturb the Tenant's possession of the Premises hereunder, or words of similar import.
Upon receipt of such written non-disturbance agreement or provisions, the Tenant shall execute, acknowledge
and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the
Landlord or any such Mortgagee may from time to time reasonably require.

Provided that the Tenant has been provided with notice of such mortgage and appropriate addresses to which
notice should be sent, no notice from the Tenant of any default by the Landlord in its obligations shall be valid,
and the Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any
other remedy which may arise under law by reason of any such default (it being understood that no such remedy
exists, or is implied by reason of this provision, under this Lease), unless the Tenant first gives such notice to any
Mortgagees and provides such Mortgagees with thirty
(30) days (or such shorter period of time as any Mortgagee may require under a separate agreement with the
Tenant) after

                                                         -13-
such notice to cure such default, or if such default is not reasonably susceptible of cure by Mortgagees (as in the
case of the need to obtain possession of or right of entry into or UPON the Premises) in thirty (30) days (or such
shorter period of time as aforesaid), with such longer period of time as is reasonably necessary to cure such
default, provided efforts to effectuate such cure are commenced within thirty (30) days (or such shorter period of
time as aforesaid) and thereafter prosecuted to completion. with reasonable diligence. Subject to the
nondisturbance provisions set forth above, the Tenant shall and does hereby agree that upon default by the
Landlord under any mortgage, the Tenant shall (x) attorn to and recognize the Mortgagee or anyone else claiming
under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of the
Landlord under this Lease,
(y) execute, acknowledge and deliver such evidence of this attorrutaertt, which shall nevertheless be self-
operative and automatically effective, as the Mortgagee or such successor may request, and (z) make payments
of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may
be, upon request- Any Mortgagee may, at any time, by giving written notice to, and without any further consent
from, the Tenant, subordinate ;its mortgage to this Lease, and thereupon the interest of the Tenant under this
Lease shall , automatically be deemed to be prior to the lien of such mortgage without regard to the relative dates
of execution, delivery or filing thereof or otherwise. .

22. TENANT'S DEFAULT; LANDLORD'S REMEDIES; LANDLORD'S DEFAULT

If (x) the Tenant shall default in the payment when due of any Basic Rent or Additional Rent, (y) the Tenant shall
default in the timely performance or observance of any of the other covenants contained in these presents and on
the Tenant's part to be performed or observed and shall fail to cure the same within thirty (30) days after the
occurrence of such default, or if such default is not reasonably susceptible of cure within thirty (30) days, such
longer period (not to exceed ninety (90) days) as is reasonably necessary to cure such default, provided that the
Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to
completion, or (z) the estate hereby created shall be taken on execution, or by other process of law, or if the
Tenant shall be involved in financial difficulties as evidenced

(1) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in
effect, or by its authorizing, by appropriate proceedings of TRUSTEES OR other governing body the
commencement of such a voluntary case,

(2) by its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed
against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the
relief therein provided, or by its failing to controvert timely the material allegations of any such petition,

                                                          -14-
(3) by the entry of an order roe relief in any involuntary case commenced under said Title 11,

(4) by its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating
to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by
its consenting to or acquiescing in such relief,

(5) by the entry of an order by a court of competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors,
or (iii) assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its
property, or

(6) by its making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing
or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property;

then and in any of said cases, the Landlord may, to the extent permitted by law, immediately or at any time
thereafter and without demand but with at least five
(5) days' written notice, terminate this Lease and enter into and upon the Premises, or any part thereof in the
name of the whole, and repossess the same as of the Landlord's former estate, and expel the Tenant and those
claiming through or under the Tenant and remove its effects without being deemed guilty of any manner of
trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding
breach of covenant.

No termination or repossession provided for in dais Paragraph 22 shall relieve the Tenant or any guarantor of the
obligations of the Tenant under this Lease of its liabilities and obligations under 'this Lease, all of which shall
survive any such termination or repossession. In the event of any such termination or repossession, the Tenant
shall pay to the Landlord either (i) in advance on the first day of each month, for what would have been the entire.
balance of the Term, one-twelfth (111,) (and a pro rata portion thereof for any fraction of a month) of the annual
Basic Rent, Additional Rent and all other amounts for which the Tenant is obligated hereunder, less, in each case,
the actual net receipts by the Landlord by reason of any reletting of the Premises after deducting the Landlord's
reasonable expenses in connection with such reletting, including, without limitation, removal, storage and repair
costs and reasonable brokers' and attorneys' fees, or (ii) upon demand and at the option of the Landlord
exercisable by the Landlord's giving notice to the Tenant at any time after any such termination, the present value
(computed at a capitalization rate based upon the so-called "Prime Rate" then in effect at F1eetBoston or its
successor) of the amount by which the payments of Basic Rent and Additional Rent reasonably estimated to be
payable for the balance of the Term after the date of the exercise of said option would exceed the payments
reasonably

                                                          -15-
estimated to be the fair rental value of the Premises on the terms and conditions of this Lease over such period,
determined as of such date.

Without thereby affecting any other right or remedy of the Landlord hereunder, the Landlord may, at its option,
cure for the Tenant's account any default by the Tenant hereunder which remains uncured after thirty (30) days'
notice of default from the Landlord to the Tenant (or if such default is not reasonably susceptible of cure within
thirty (30) days, such longer period (not to exceed ninety (90) days) as is reasonably necessary to cure such
default, provided that the Tenant commences such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion), and the cost to the Landlord of such cure shall be deemed to be Additional
Rent and shall be paid to the Landlord by the Tenant with the installment of Basic Rent next accruing.

No default on the part of the Landlord shall be deemed to have occurred hereunder unless the Landlord shall
default in the performance or observance of any of its covenants contained in these presents and shall fail, within
thirty
(30) days after written notice of such default from the Tenant to the Landlord, to cure such default (or if such
default cannot reasonably be cured within thirty (30) days, to commence to cure the default within said thirty (30)
days and to continue diligently to pursue curing the same). The Tenant may, at its option, cure for the Landlord's
account any default which remains uncured after said thirty (30) day period (or after such longer period if the
default cannot reasonably be cured within thirty (30) days) and the Landlord shall reimburse the Tenant for its
reasonable cost of such cure upon receipt of invoices, bills or other statements from the Tenant reasonably
evidencing such costs. In no event shall the Tenant be entitled to offset or deduct the cost of such cure from the
rentals required to be paid hereunder. No Mortgagee, purchaser of the Premises at a foreclosure sale, or
successor to the Landlord by a deed in lieu of foreclosure shall be liable for any such reimbursement to the
Tenant.

23. REMEDIES CUMULATIVE; WAIVERS

The specific remedies to which the Landlord may resort under the terms of this Lease are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which the Landlord may be lawfully
entitled in any provision of this Lease or otherwise. The failure of the Landlord or the Tenant to insist in any one
or more cases upon the strict performance of any of the covenants of this Lease, or to exercise any option herein
contained, shall not be construed as a waiver or relinquishment for the future of such covenant or option. A
receipt by the Landlord, or payment by the Tenant, of Basic Rent or Additional Rent with knowledge of the
breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver, change, modification
or discharge by the Landlord or the Tenant of any provision in this Lease shall be deemed to have been made or
shall be effective unless expressed in writing and signed by an authorized representative of the Landlord or the
Tenant as appropriate. In addition to the other remedies in this Lease provided, the Landlord shall be

                                                       -16-
entitled to the restraint by injunction of the covenants, conditions or provisions of this Lease, or to a decree
compelling performance of or compliance with any of such covenants, conditions or provisions.

24. EXTENSION OF THE TERM: BROKERS

On the conditions, which conditions the Landlord may waive, at its election, by written, notice to the Tenant at
any time, that (i) both at the time of option exercise and as of the commencement of the hereinafter described
additional term, the Tenant is not in default of its covenants and obligations under this Lease beyond all applicable
grace and cure periods, and (ii) that as of the commencement of the hereinafter described additional term,
Corporate Sports Incentives, Inc. and/or any Affiliate of Tenant occupy in the aggregate the entire Premises, the
Tenant may elect, by giving notice thereof to the Landlord at least six (6) months and not more than twelve (12)
months prior to the expiration of the initial five-year Term, to extend the Term for one (1) additional extension
period of three (3) years (to a maximum of the initial five-year Term plus three years) on the same terms and
conditions set forth herein, except Basic Rent shall be as hereinafter set forth. The word "Term" as used
elsewhere in this Lease shall, unless otherwise expressly provided herein, include the initial five-year Term and
such extension period if the Tenant shall have given timely and proper notice of exercise of its option to so extend
the Term.

The annual rate of Basic Rent payable during such three (3) year extension period of the. Term shall be payable
without offset at an annual rate equal to the greater of (a) the annual rate of Basic Rent payable during the last
year of the initial Term, and (b) the Market Rent, a$ hereinafter defined. The "MARKET RENT" shall be the fair
rental value for space of equivalent size and character in Burlington, Massachusetts under a three (3) year lease.

The Market Rent shall be proposed by the Landlord within thirty (30) days of receipt of the Tenant's notice that it
intends to extend the Term (the "LANDLORD'S PROPOSED MARKET RENT"). The Landlord's Proposed
Market Rent shall be deemed to be the Market Rent unless the Tenant notifies the Landlord, within fifteen (15)
days of the Tenant's receipt of the Landlord's Proposed Market Rent notice, that the Landlord's Proposed
Market Rent is not satisfactory to the Tenant (the "TENANT'S REJECTION NOTICE").

If the Market Rent is not otherwise agreed upon by the Landlord and the Tenant within fifteen (15) days after the
Landlord's receipt of the Tenant's Rejection Notice, then the annual rate of Basic Rent during the extension term
shall be the Landlord's Proposed Market Rent unless the Tenant shall have given notice to the Landlord, within
ten (10) days after said fifteen (15) day period, that the Tenant desires to determine the Market Rent by the
following procedure, which notice shall specify the name and address of the Real Estate Professional, as
hereinafter defined, designated by the Tenant (the "TENANT APPRAISAL NOTICE"):

                                                         -17-
(1) The Landlord shall, within five (5) days after receipt of the Tenant's Appraisal Notice, notify the Tenant of the
name and address of the Real Estate Professional designated by the Landlord. Such two (2) Real Estate
Professionals shall, within twenty (20) days after the designation of the second Real Estate Professional, make
their determination of the Market Rent in writing and give notice thereof to each other and to the Landlord and
the Tenant. Such two (2) Real Estate Professionals shall have twenty (20) days after the receipt of notice of each
other's determinations to confer with each other and to attempt to reach agreement as to the determination of the
Market Rent. If such Real Estate Professionals shall concur in such determination within said twenty (20) day
period, they shall give notice thereof to the Landlord and the Tenant and such concurrence shall be final and
binding upon the Landlord and the Tenant. If such Real Estate Professionals shall fail to concur as to such
determination within said twenty (20) day period, then they shall give notice thereof to the Landlord and the
Tenant and shall immediately designate a third Real Estate Professional. If the two (2) Real Estate Professionals
shall fail to agree upon the designation of such third Real Estate Professional within five (5) days after said twenty
(20) day period, then they or either of them shall give notice of sucks failure to agree to the Landlord and the
Tenant and, if the Landlord and the Tenant fail to agree upon the selection of such third Real Estate Professional
within five (5) days after the Real Estate Professionals appointed by the parties give notice as aforesaid, then
either party on behalf of both may apply to the American Arbitration Association or any successor thereto, or on
his or her failure, refusal, or inability to act, to a court of competent jurisdiction, for the designation of such third
Real Estate Professional.

(2) As used herein, "REAL ESTATE PROFESSIONAL" shall mean a commercial real estate broker who shall
have had at least fifteen (15) years' continuous experience as a commercial real estate broker ire. the Boston,
Massachusetts area.

(3) The third Real Estate Professional shall conduct such investigations as he or she may deem appropriate and
shall, within ten
(10) days after the date of his or her designation, make an independent determination of the Market Rent..

(4) If none of the determinations of the Real Estate Professionals varies from the mean of the determinations of
the other Real Estate Professionals by more than ten percent (10%), the mean of the determinations of the three
(3) Real Estate Professionals shall be the Market Rent of the Property. If, on the other hand, the determination of
any single Real Estate Professional varies from the mean of the determinations of the other two (2) Real Estate
Professionals by more than ten percent (10%), the mean of the determination of the two (2) Real Estate
Professionals whose determinations are closest shall be the Market Rent.

                                                          -18-
(5) The determination of the Real Estate Professionals, as provided above, shall be conclusive upon the parties
and shall have the same force and effect as a judgment made ire a court of competent jurisdiction.

(6) Each party shall pay fees, costs and expenses of the Real Estate Professional selected by it and its own
counsel fees and one-half (ll2) of the fees, costs and expenses of the third Real Estate Professional, if his or her
designation is necessary.

(7) If the dispute between the parties as to the Market Rent has not been resolved before the commencement of
the extension period, then the annual rate of Basic Rent payable by the Tenant during the extension period shall
equal the Landlord's Proposed Market Rent until either the agreement of the parties as to the Market Rent, or the
decision by the Real Estate Professions, as the case may be, at which time the Tenant shall pay any
underpayment of Basic Rent to the Landlord, or the Landlord shall refund any overpayment of Basic Rent to the
Tenant.

The Tenant warrants and represents that it has not dealt with any broker other than Mr. Richard B. Shepardson
of The Shepardson Group (the "RECOGNIZED BROKER") in connection with the Premises or this Lease. The
Tenant hereby indemnifies and holds the Landlord harmless from and against any liability for commissions due any
broker or finder other than the Recognized Broker with whom the Tenant has dealt connection with this Lease.

25. NOTICES

Any notices, approvals, specifications, or consents required or permitted hereunder shall be in writing and mailed,
postage prepaid, by registered or certified mail, return receipt requested, if to the Landlord or the Tenant at the
addresses set forth herein, and if to any Mortgagee at such address as it may specify by such notice to the
Landlord and the Tenant, or at such other address as any of them may from time to time specify by like notice to
the others. Any such notice shall be deemed given when mailed, except that if any time period commences
hereunder with notice, such time period shall be deemed to commence when such notice is delivered or, if earlier,
when postal records indicate delivery was first attempted.

26. ESTOPPEL CERTIFICATES

The Landlord and the Tenant hereby agree from time to time, each after not less than ten (10) days' prior written
notice from the other or any Mortgagee, to execute, acknowledge and deliver, without charge, to the other party,
the Mortgagee or any other person designated by the other party, a statement in writing certifying that (i) this
Lease is unmodified and in full force and effect (or if there have been modifications, identifying the same by the
date thereof and specifying the nature thereof), (ii) to the knowledge of such party there exist no defaults (or if
there be any defaults, specifying the same), (iii) the amount of the Basic Rent, the dates

                                                         -19-
to which the Basic Rent, Additional Rent and other sums and charges payable hereunder have been paid, and (iv)
such party to its knowl.ellge has no claims against the other party here under except for the continuing obligations
under this Lease (or if such party has any such claims, specifying the same.

27. BIND AND INURE: LIMITED LIABILITY OF LANDLORD

All of the COVENANTS, AGREEMENTS, stipulations, provisions, conditions and obligations herein expressed
and set forth shall be considered as running with the land and shall extend to, bind and inure to the benefit of the
Landlord and the Tenant, which terms as used in this Lease shall include their respective successors and assigns
where the context hereof so admits, except that no violation of the provisions of Paragraph 19 shall operate to
vest any rights in any successor or assignee of the Tenant and that the provisions of this Paragraph 27 shall not be
construed as modifying any of the provisions of Paragraph 22..

The Landlord shall not have any individual or personal liability for the fulfillment of the covenants, agreements and
obligations of the Landlord hereunder, the Tenant's recourse and the Landlord's liability hereunder being limited
to the Property and the Building. The term "Landlord" as used in this Lease shall refer only to the owner or
owners from time to time of the Property or the Building, it being understood that no such owner shall have any
liability hereunder for matters arising from and after the date such owner ceases to have any interest in the
Property or the Building.

In no event shall the Landlord be liable to the Tenant for any special, consequential or indirect damages suffered
by the Tenant, the Landlord, or any other person or entity by reason of a default by the Landlord or the Tenant
under any provisions of this Lease.

28, ENVIRONMENTAL COMPLIANCE

The Tenant shall not cause or permit any hazardous or toxic wastes, hazardous or toxic substances or hazardous
or toxic materials (collectively, "HAZARDOUS MATERIALS") to be used,, generated, stored or disposed of
on, under or about, or transported to or from, the Premises (collectively, "HAZARDOUS MATERIALS
ACTIVITIES") without first receiving the Landlord's written consent, which may be withheld for any reason and
revoked at any time, if in the Landlord's judgment such use shall be harmful or detrimental to any person or
property on or about the Building or Property. If the Landlord consents to any such Hazardous Materials
Activities, the Tenant shall conduct them in strict compliance (at the Tenant's expense) with all applicable
Regulations, as hereinafter defined, and use all necessary and appropriate precautions to prevent any spill,
discharge, release or exposure to persons or property. The Landlord shall not be liable to the Tenant for any loss,
cost, expense, claim, damage or liability arising out of any Hazardous Materials Activities by the Tenant, the
Tenant's employees, agents, contractors, licensees, customers or invitees, whether or not consented to by the
Landlord.

                                                        -20-
The Tenant shall indemnify, defend with counsel acceptable to the Landlord, and hold the Landlord and the
Landlord Parties harmless from and against any and all loss, costs, expenses, claims, damages and liabilities
arising out of any and all Hazardous Materials Activities at the Premises, whether or not consented to by the
Landlord. For purposes hereof, Hazardous Materials shall include, but not be limited to, (i) substances defined as
"HAZARDOUS SUBSTANCES,", "toxic substances", or "HAZARDOUS WASTES" in (a) the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) the federal
Hazardous Materials Transportation Act, as amended, (c) the federal Resource Conservation and Recovery Act,
as amended ("RCRA "); (ii) those substances defined as "HAZARDOUS WASTES" in the Massachusetts
Hazardous Waste Facility Siting Act, as amended (Massachusetts General Laws Chapter 21D); (iii) those
substances defined as "HAZARDOUS MATERIALS" or "oil" in Massachusetts General Laws Chapter 21E, as
amended; (iv) those substance regulated by any other federal, state, county, municipal or local laws relating to the
environment or health and human safety (whether now existing or hereinafter enacted or promulgated); and (v)
such substances as are defined in any regulations adopted and publications promulgated pursuant to any of said
laws (collectively, "REGULATIONS"). If the Landlord consents to any Hazardous Materials Activities, prior to
using, storing or maintaining any Hazardous Materials on or about the Premises, the Tenant shall provide the
Landlord with a list of the types and quantities thereof, and shall update such list as necessary for continued
accuracy. The Tenant shall also provide the Landlord with a copy of any Hazardous Materials inventory
statement required by any applicable Regulations, and any update filed in accordance with any applicable
Regulations. If the Tenant's activities violate or create a risk of violation of any Regulations or cause a spill,
discharge, release or exposure to any persons or property, the Tenant shall cease such activities immediately
upon notice from the Landlord. The Tenant shall immediately notify the Landlord both by telephone anal in writing
of any spill, discharge, release or exposure of Hazardous Materials in or about the Premises or of any condition in
or about the Premises constituting an "IMMINENT HAZARD" under any Regulations. The Landlord and the
Landlord's representatives and employees may enter the Premises at any time during the Term pursuant to
Paragraph 13 to inspect the Tenant's compliance herewith, and may disclose any spill, discharge, release, or
exposure or any violation of any Regulations to any governmental agency with jurisdiction. The Landlord hereby
consents to the Tenant's use of normal quantities of cleaning fluid and office supplies which may constitute
Hazardous Materials but which are customarily present in premises devoted to office use, provided that such use
is in compliance with all Regulations and shall be subject to all of the other provisions of this Paragraph 28,
except that the Tenant shall not be required to provide the Landlord with the aforesaid list of the types and
quantities of such cleaning fluids and office supplies as long as limited to normal quantities.

29. ADDITIONAL PREMISES

Reference is made to the floor plan attached hereto Exhibit A-1, which depicts certain additional space on the
first floor of the Building (the "EXPANSION PREMISES"). If the tenant

                                                       -21-
leasing the Expansion Premises as of the date of this Lease does not extend or renew its lease, then on the
condition, which condition the Landlord may waive, at its election, by written notice to the Tenant at any time,
that as of the Expansion Premises Commencement Date (as hereinafter defined), the Tenant is not in default of its
covenants and obligations under this Lease, commencing on the later of (i) April 1, 2001, and (ii) the date the
Landlord delivers the Expansion Premises to the Tenant free of all tenants or parties in possession (tile "
EXPANSION PREMISES COMMENCEMENT DATE"), the Landlord shall lease to the Tenant and the
Tenant shall lease from the Landlord the Expansion Premises for the duration of the then-remaining Term, as the
same may be extended pursuant to the terms and provisions of this Lease, subject to all of the terms and
conditions set forth herein, except as hereinafter set forth. As of the Expansion Premises Commencement Date,
(i) the Expansion Premises shall be added to the Premises hereunder and thereafter, the Premises shall for all
purposes under this Lease be deemed to consist of 2,900 rentable square feet of floor area, (ii) Basic Rent shall
increase to the annual rate of Forty Three Thousand Five Hundred Dollars and No Cents ($43,500.00), payable
in advance on the first day of each calendar month during the. Term in equal -. installments of Three Thousand
Six Hundred Twenty-Five Dollars and No Cents ($3,625.00) in accordance with the terms of this Lease, and (iii)
Tenant's Percentage shall increase to 50%, or such other percentage as the rentable square footage of the
Premises bears to. the rentable square footage of the Building. The Landlord shall deliver the Expansion Premises
to the Tenant on the Expansion Premises Commencement Date in as good repair and condition as the Expansion
Premises is on the date of this Lease, reasonable wear and tear excepted.

30. CAPTIONS

The captions for the numbered Paragraphs of this Lease are provided for reference only and they do not
constitute a part of this agreement or any indication of the intentions of the parties hereto.

31. INTEGRATION

The parties acknowledge that all prior written and oral agreements between them and all prior representations
made by either party to the other have been incorporated in this instrument or otherwise satisfied prior to the
execution hereof.

32. SEVERABILITY: CHOICE OF LAW

If any provision of this Lease shall be declared to be void or unenforceable either by law or by a court of
competent jurisdiction, the validity or enforceability of remaining provisions shall not thereby be affected. This
Lease is made under, and shall be construed in accordance with, the laws of The Commonwealth of
Massachusetts.

                                                        -22-
33. SECURITY DEPOSIT

Upon execution of this Lease, the Tenant shall make a cash payment to the Landlord in the amount of $4,750.00
(the "SECURITY DEPOSIT"), which shall be held as security for the Tenant's performance of its obligations as
herein provided. On the Expansion Space Commencement Date, the Tenant shall make an additional cash
payment to the Landlord in the amount of $2,500.00, which shall be added to the Security Deposit.

The Landlord shall have no obligation to segregate the Security Deposit from other funds or to accrue interest
thereon for the benefit of the Tenant. If the Tenant fails to pay Basic Rent, Additional Rent or any other charges
due hereunder, or fails to fulfill any of its obligations hereunder, or otherwise defaults with respect to any
provision of this Lease, the Landlord shall have the right to draw the lesser of (i) the entire amount of the Security
Deposit, or (ii) so much of the Security Deposit as equals the defaulted payment(s), plus any interest or other
charges due thereon in accordance with this Lease, for the payment of-any such amount or charge due
hereunder, to pay any other sum to which the Landlord may become obligated by reason of the Tenant's default,
or to compensate the Landlord for any loss or damage that the Landlord may suffer thereby. The Tenant shall not
have the, right to call upon the Landlord to apply all or any part of the Security Deposit to cure any default or
fulfill any obligation of the Tenant hereunder, but such use shall be solely in the discretion of the Landlord- If the
Landlord elects to make a partial draw upon the Security Deposit, the Tenant shall immediately upon demand by
the Landlord, pay to the Landlord, as Additional Rent, an amount sufficient to restore the Security Deposit to its
original amount. The Landlord's election to draw upon the Security Deposit shall in no event prejudice or waive
the Landlord's right to terminate this Lease if permitted by the terms and provisions hereof, nor shall such election
prejudice or waive any other remedy of the Landlord reserved under the terms of this Lease or available at law
or in equity. If the Tenant performs all of the Tenant's obligations hereunder, and provided that there exists no
breach of any undertaking of the Tenant hereunder and Tenant has vacated and surrendered the Premises as
required herein, the Security Deposit shall be returned, without payment of interest or other amount for its use, to
the Tenant within a reasonable period of time following the expiration of the Term. The Tenant acknowledges that
the Security Deposit is not an advance payment of any kind or measure of the Landlord's damages in the event of
a Tenant default. The Tenant hereby waives the provisions of any law that are inconsistent with the provisions set
forth above in this Paragraph 33,

34. NOTICE OF LEASE

The Tenant shall not record this Lease. Any such recording of this Lease by the Tenant shall constitute a breach
of this Lease and shall entitle the Landlord, at its election, to immediately terminate this Lease. Either the Landlord
or the Tenant may require that a notice of this Lease, in form arid substance as may be required by law and
otherwise reasonably acceptable to the Landlord and the Tenant, be executed and acknowledged by both parties
and

                                                         -23-
recorded. The party requesting or requiring such recording shall pay all expenses, transfer taxes and recording
fees with respect to such notice of lease. The Landlord may require,, as a condition precedent to its execution
and delivery of any notice of this Lease, that the Tenant execute, acknowledge and deliver to the Landlord, a
notice of termination of this Lease, in form and substance reasonably acceptable to the Landlord. Such notice of
termination shall be held by the Landlord's counsel in escrow and shall not be recorded until the Term expires, or
unless and until the Term is earlier terminated pursuant to the terms and provisions hereof.

[Signatures Appear on the Following Page]

                                                       -24-
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in quadruplicate under
seal as of the date first above written.

                                              LANDLORD:

                         174 CAMBRIDGE STREET, L.L.C,, a Delaware limited
                                       liability company

                                By: Connelly Properties, L.L.C., a Delaware
                              limited liability company, its Authorized Person

                                        By:    /S/ MARK CORNELL
                                               ----------------
                                        Name:
                                        Title: Gen'l Mang.




                                               TENANT:

                   CORPORATE SPORTS INCENTIVES, INC., a New Hampshire
                                      corporation

                                       By:  /S/ ANNE CORCARRON
                                            ------------------
                                       Name: ANNE CORCARRON
                                       Title: TREASURER




                                                   -25-
                                                 EXHIBIT A

                                       Legal Description of Property

The land in Burlington, Middlesex County, Massachusetts, with the buildings thereon, now known as and
numbered 170 Cambridge Street, Burlington, Massachusetts and being shown as Lot 1 on a plan entitled "Plan of
Land in Burlington, Mass.," dated July 25, 1953, by Northeastern Engineering Associates Surveyors, Douglas P.
Forbes, C.E. duly recorded with Middlesex South District Registry of Deeds in Book 8125, at Page 104, and
according to said plan bounded and described as follows:

          SOUTHWESTERLY         by Cambridge Street, called Cambridge Road on said plan, 140
                                feet;

          NORTHWESTERLY         by land now or formerly of MacKenzie, 170 feet;
          NORTHEASTERLY         by land now or formerly of Hurley, formerly of Joshua Holden
                                Bennett, as shown on said plan, 135 feet; and
          SOUTHEASTERLY         by Forbes Avenue, 170 feet.




Containing 23,300 square feet more or less, according to said plan.

Said land is also shown as Lot 1 on plan entitled "Birchwood at Burlington," dated September 1953, by Douglas
P. Forbes, C.E., recorded with said Deeds as Plan No. 272 of 1954 in Book 8221, at end.

For title reference, see deed of Mark W. Connelly, Trustee, to Robert W. Connelly dated March 13, 1985 and
recorded with said Deeds in Book 16061, at Page 397.

                                              Diagram Omitted

                                                      -26-
EXHIBIT 10.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the inclusion of our report dated February 6, 2004,
relating to the financial statement of Utix Group, Inc. (formally known as Corporate Sports Incentives, Inc.) in
this Form 10SB. Our report contains an explanatory paragraph regarding the Company's ability to continue as a
going concern. It should be noted that we have not audited any financial statements of the Company subsequent
to September 30, 2003 or performed any audit procedures subsequent to the date of our report.

VITALE, CATURANO & COMPANY, P.C.

February 12, 2004
Boston, Massachusetts
                      EXHIBIT 12

             SHARE EXCHANGE AGREEMENT

                   BY AND AMONG

           CHANTAL SKIN CARE CORPORATION

          CORPORATE SPORTS INCENTIVES, INC.

             JOEL PENSLEY, AN INDIVIDUAL

                         AND

THE STOCKHOLDERS OF CORPORATE SPORTS INCENTIVES, INC.

             DATED AS OF OCTOBER 31, 2003
                                 TABLE OF CONTENTS

ARTICLE I - THE EXCHANGE

Preamble.......................................................................3
Certain Definitions............................................................3
Section 1.01   The Exchange....................................................5
Section 1.02   Closing.........................................................6
Section 1.03   Effective Time..................................................7
Section 1.04   Effect of the Exchange..........................................7
Section 1.05   Articles of Incorporation and Bylaws; Directors and Officers....7
Section 1.06   Further Actions.................................................7
Section 1.07   Restrictions on Resale..........................................7
Section 1.08   Exchange of Certificates........................................8

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF CHANTAL AND THE CHANTAL PRINCIPAL
             STOCKHOLDER

Section   2.01   Organization, Standing and Power................................9
Section   2.02   Capitalization..................................................9
Section   2.03   Authority for Agreement........................................10
Section   2.04   Issuance of Chantal Shares.....................................10
Section   2.05   No Operating Business; Liabilities.............................10
Section   2.06   Absence of Certain Changes or Events...........................10
Section   2.07   Intellectual Property and Intangible Assets....................11
Section   2.08   Governmental Consent...........................................11
Section   2.09   Litigation.....................................................11
Section   2.10   Interested Party Transactions..................................11
Section   2.11   Compliance with Applicable Laws................................11
Section   2.12   No Undisclosed Liabilities.....................................12
Section   2.13   Tax Returns and Payment........................................12
Section   2.14   Assets; Encumbrances...........................................12
Section   2.15   Chantal Agreements.............................................12
Section   2.16   Labor and Employment Matters...................................12
Section   2.17   Employee Benefits..............................................13
Section   2.18   Restrictions on Business Activities............................13
Section   2.19   Brokers & Finders Fees.........................................13

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF CSI.

Section   3.01   Organization, Standing and Power...............................13
Section   3.02   Capitalization.................................................14
Section   3.03   Authority for Agreement........................................14
Section   3.04   Financial Statements...........................................14
Section   3.05   Absence of Certain Changes or Events...........................14
Section   3.06   Governmental Consent...........................................15
Section   3.07   Title and Related Matters......................................15
Section   3.08   Intellectual Property and Intangible Assets....................16
Section   3.09   Litigation.....................................................16
Section   3.10   Interested Party Transactions..................................16
Section   3.11   Compliance with Applicable Laws................................16
Section   3.12   Tax Returns and Payment........................................16

ARTICLE IV - CERTAIN COVENANTS AND AGREEMENTS

Section 4.01     Covenants of CSI...............................................16
Section 4.02     Covenants of Chantal and the Chantal Principal Stockholder.....17
Section 4.03     Covenants of the Parties.......................................19

ARTICLE V - CONDITIONS PRECEDENT

Section 5.01     Conditions Precedent to the Parties' Obligations...............21
Section 5.02     Conditions Precedent to the Obligations of Chantal.............21
Section 5.03     Conditions Precedent to the Obligations of CSI.................22

ARTICLE VI - TERMINATION

Section 6.01     Termination....................................................23
Section 6.02     Effect of Termination..........................................23

ARTICLE VII - CONFIDENTIALITY

Section 7.01     Confidentiality................................................23

ARTICLE VIII - INDEMNIFICATION

Section   8.01   Indemnification by Chantal ....................................24
Section   8.02   Indemnification by CSI.........................................24
Section   8.03   Indemnification of Exchange Agent..............................24
Section   8.04   Survival of Indemnification....................................25

ARTICLE IX - MISCELLANEOUS

Section   9.01   Non-survival of Representations and Warranties.................25
Section   9.02   Expenses.......................................................25
Section   9.03   Applicable Law; Arbitration....................................25
Section   9.04   Notices........................................................26
Section   9.05   Entire Agreement...............................................27
Section   9.06   Assignment.....................................................27
Section   9.07   Headings; References...........................................27
Section   9.08   Counterparts...................................................27
Section   9.09   No Third Party Beneficiaries...................................27
Section   9.10   Severability; Enforcement......................................27
Section   9.11   Rules of Construction..........................................27
Section   9.12   Exhibits.......................................................27
Section   9.13   Interpretation.................................................28

SCHEDULES

EXHIBITS

           EXHIBIT   A   Form of Chantal Note
           EXHIBIT   B   Form of Chantal Warrant
           EXHIBIT   C   Form of Chantal Lock-up Agreement
           EXHIBIT   D   Form of Additional Chantal Note
           EXHIBIT   E   Stock Option Plan
           EXHIBIT   F   Voting Agreement
           EXHIBIT   G   Rubin Family Trust Voting Agreement
                                    SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT dated as of October 31, 2003 (the "AGREEMENT") by and among
CHANTAL SKIN CARE CORPORATION, a corporation formed under the laws of the State of Delaware
("CHANTAL"), CORPORATE SPORTS INCENTIVES, INC., a corporation formed under the laws of the
State of New Hampshire ("CSI"), JOEL PENSLEY, an individual (the "CHANTAL PRINCIPAL
STOCKHOLDER"), and the stockholders of CSI who are signatories hereto (the "CSI STOCKHOLDERS").
Chantal, CSI, the Chantal Principal Stockholder, and the CSI Stockholders are referred to herein individually as
a "PARTY" and collectively as the "PARTIES."

                                                  PREAMBLE

WHEREAS, Chantal and CSI have determined that a business combination between the Parties is advisable and
in the best interests of their respective companies and stockholders, and presents an opportunity for their
respective companies to achieve long-term strategic and financial benefits;

WHEREAS, the CSI Stockholders are the record and beneficial owners of 100% of the issued and outstanding
capital stock of CSI;

WHEREAS, Chantal has proposed to acquire CSI pursuant to an exchange transaction (the "EXCHANGE")
whereby, pursuant to the terms and subject to the conditions of this Agreement and in accordance with the GCL
(as hereinafter defined), CSI shall become a wholly owned subsidiary of Chantal in consideration for the issuance
of shares of common stock of Chantal, $0.001 par value per share (the "CHANTAL COMMON SHARES") to
the stockholders of CSI and reservation for issuance of Chantal Common Shares to current warrant holders and
convertible debt holders of CSI (collectively, the "EXCHANGE SHARES");

WHEREAS, the Chantal Common Shares shall be issued or reserved for issuance, as the case may be, in
exchange for 100% of the shares of capital stock of CSI as more fully described in Section 1.1;

WHEREAS, in the Exchange all issued and outstanding shares of capital stock of CSI and all rights to receive
capital stock of CSI, upon exercise of outstanding CSI warrants and/or conversion of CSI convertible notes or
other securities (the "CSI SHARES") held by the stockholders, warrant holders and convertible debt holders of
CSI, respectively, shall be exchanged for that number of Chantal Common Shares, warrants or convertible notes
that upon issuance, exercise or conversion, respectively, shall represent 71.6% of the Fully-Diluted Chantal
Shares (as hereinafter defined);

WHEREAS, the obligation of the Parties to effect the Exchange is subject to the conditions set forth in Articles
IV and V hereof;

WHEREAS, the Parties intend that the Exchange qualify as a tax-free exchange transaction within the meaning of
Section 351 of the Internal Revenue Code of 1986, as amended (the "CODE"); and

WHEREAS, Chantal and CSI are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended (the
"SECURITIES ACT").

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties
contained herein, the Parties, intending to be legally bound, hereby agree as follows:

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"ACQUIRING ENTITY" shall have the meaning ascribed thereto in the GCL and shall for purposes of this
Agreement refer to Chantal.

                                                        3
"APPLICABLE LAW" means any domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties, the Exchange and/or the Parties.

"DOLLAR" and "$" means lawful money of the United States of America.

"FULLY-DILUTED CHANTAL SHARES" means, at any applicable point in time, the issued and outstanding
shares of Chantal capital stock, on a fully-diluted basis, after giving effect to (a) all issued and outstanding shares
of Chantal common stock, (b) all issued and outstanding shares of Chantal preferred stock,
(c) all shares of Chantal capital stock issuable upon exercise of any outstanding options, warrants or other rights
to purchase Chantal capital stock, and/or (d) all shares of Chantal capital stock issuable upon conversion of any
outstanding notes, preferred stock, or other securities convertible into or exchangeable for shares of Chantal
capital stock.

"FULLY-DILUTED CSI SHARES" means, at any applicable point in time, the issued and outstanding shares of
CSI capital stock, on a fully-diluted basis, after giving effect to (a) all issued and outstanding shares of CSI
common stock, (b) all issued and outstanding shares of CSI preferred stock, if any, (c) all shares of CSI capital
stock issuable upon exercise of any outstanding options, warrants or other rights to purchase CSI capital stock,
and/or (d) all shares of CSI capital stock issuable upon conversion of any outstanding notes, preferred stock, or
other securities convertible into or exchangeable for shares of CSI capital stock.

"GAAP" means generally accepted accounting principles in the United States of America as promulgated by the
American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any
successor institutes concerning the treatment of any accounting matter.

"GCL" means the General Corporation Law of the State of Delaware.

"LIEN" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim,
encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any
other restrictions or limitations of any nature whatsoever.

"MATERIAL ADVERSE EFFECT" with respect to any entity or group of entities means any event, change or
effect that has or would have a materially adverse effect on the financial condition, business or results of
operations of such entity or group of entities, taken as a whole.

"PERSON" means any individual, corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof.

"TAX" (and, with correlative meaning, "TAXES" and "TAXABLE") means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer
tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax,
stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost,
levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or
any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax
authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a
member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any
express or implied obligation to indemnify any other person.

"TAX RETURN" means any return, declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

                                                           4
                                                   ARTICLE I

                                               THE EXCHANGE

SECTION 1.01 THE EXCHANGE.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the GCL, at the
Effective Time (as defined herein), all issued and outstanding CSI Shares and rights to receive CSI Shares upon
exercise and conversion of outstanding CSI warrants and CSI convertible notes, respectively, shall be exchanged
for Exchange Shares or rights to receive Exchange Shares, as applicable. In connection therewith, the following
terms shall apply:

(a) EXCHANGE AGENT. Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, CSI's counsel ("GSK"), shall
act as the exchange agent (the "EXCHANGE AGENT") for the purpose of exchanging CSI Shares for the
Exchange Shares. At or prior to the Closing (as hereinafter defined):

(i) the CSI Stockholders shall deliver to the Exchange Agent certificates evidencing all issued and outstanding
shares of CSI capital stock, all outstanding CSI warrants and all outstanding convertible notes or other securities
(collectively, the "CSI SECURITIES"), duly endorsed in blank for transfer or accompanied by stock powers
with the signatures of the holders appropriately notarized, as appropriate, and

(ii) Chantal shall deliver to the Exchange Agent an aggregate of (A) 10,792,599 Chantal Common Shares to be
used as the Exchange Shares, registered in amounts and in the names of the CSI Stockholders listed on
SCHEDULE 1.01 annexed hereto, and (B) revised warrants and convertible notes and debentures (as
contemplated by Section 1.01(e) and Section 1.01(f) hereof), entitling the holders to receive an aggregate of
2,707,401 additional Chantal Common Shares upon the exercise or conversion thereof, and registered in
amounts and in the names of the CSI Stockholders listed on SCHEDULE 1.01 annexed hereto.

(b) EXCHANGE SHARES. The Exchange Shares issuable hereunder shall consist of 10,792,599 Chantal
Common Shares to be issued to the CSI Stockholders at the Closing (as hereinafter defined) and 2,707,401
Chantal Common Shares to be reserved for issuance as provided by Section 1.01(d) below.

(1) Each of the 111.5 issued and outstanding CSI Common Shares (as defined hereinafter) immediately prior to
the Effective Time shall be exchanged for 96,794.609 Exchange Shares, or (if other than 111.5 CSI Common
Shares shall then be issued and outstanding) such other number of Exchange Shares as shall be determined by
dividing 10,792,599 by the number of then issued and outstanding CSI Common Shares (the "CSI EXCHANGE
RATE").

(2) Each of the warrants or convertible notes that are exercisable or convertible into an aggregate of 27.82673
additional shares of CSI capital stock (the "CSI SHARE EQUIVALENTS") immediately prior to the Effective
Time shall be exchanged for Chantal warrants or Chantal convertible notes that will entitle the holder of each CSI
Share Equivalent to exercise the Chantal warrant or convert the Chantal notes into a pro-rata portion of the
2,707,401 Exchange Shares, or, if other than 27.82673 CSI Share Equivalents shall be issuable on the Effective
Date upon full exercise of the CSI warrants or CSI convertible notes, such other number of Exchange Shares as
shall be determined by dividing 2,707,401 by the number of CSI Share Equivalents then issued and outstanding.

(3) The Exchange Shares shall represent 71.6% of the Fully-Diluted Chantal Shares as at the Effective Time after
giving effect to the Exchange.

(c) EXCHANGE PROVISIONS. At the Closing, and subject to the terms and conditions of this Agreement, the
CSI Stockholders shall deliver their respective CSI Common Shares, as such CSI Common Shares are set forth
on SCHEDULE 1.01 hereto, to the Exchange Agent in exchange for the Exchange Shares. In connection
therewith, the CSI Stockholders shall convey to Chantal good and marketable title to the CSI Common Shares,
free and clear of all liens, claims, debts, obligations or other encumbrances except such

                                                         5
restrictions as are imposed by Federal or state securities laws. Chantal shall convey to the CSI Stockholders
good and marketable title to their proportionate share of the Exchange Shares, free and clear of all liens, claims,
debts, obligations or other encumbrances, except such restrictions as are imposed by Federal or state securities
laws. The exchange of voting shares as herein provided shall be the sole consideration for the acquisition by the
CSI Stockholders of the Exchange Shares. The principles governing the mechanics of the Exchange are more
fully set forth under Section 1.08 hereinafter.

(d) CHANTAL COMMON SHARES TO BE RESERVED. Subject to the terms and conditions set forth in this
Agreement, at and after the Closing, Chantal shall reserve such number of Chantal Common Shares (the
"RESERVED SHARES") as are required for issuance in connection with:

(i) the issuance to individuals and/or entities set forth on SCHEDULE 1.01 who are holders of warrants to
purchase CSI Share Equivalents that will be exchanged for Chantal Warrants (as defined hereinafter) exercisable
for Exchange Shares as provided by
Section 1.01(f) hereof; and

(ii) the issuance to individuals and/or entities set forth on SCHEDULE 1.01 who are holders of CSI convertible
notes that will be exchanged for Chantal Notes (as defined hereinafter) that are convertible into Exchange Shares
as provided by Section 1.01(e) hereof.

(e) CANCELLATION OF CSI CONVERTIBLE NOTES AND SALE OF CHANTAL CONVERTIBLE
NOTES. On the Closing Date, the existing outstanding $225,000 of convertible notes of CSI set forth on
Schedule 1.01 shall be cancelled, and Chantal shall issue to the holders of such CSI convertible notes, a like
principal amount of Chantal convertible notes, which Chantal notes shall:

(i) mature on a date which shall be one year from the Effective Date,

(ii) grant to the holders thereof the right to convert such Chantal convertible notes into an aggregate pro rata
number and proportion of the 2,707,401 Chantal Common Shares representing the Reserved Shares as are set
forth on SCHEDULE 1.01 annexed hereto;

(iii) entitle the holders of such Chantal convertible notes (in consideration of the extension of the maturity date
hereof) to receive on the Closing Date for $.01 per share, one additional Chantal Common Share for each dollar
amount of principal of the Chantal convertible note so extended,

(iv) be unconditionally guaranteed as to payment by CSI, and

(v) be in the form of EXHIBIT A annexed hereto and made a part hereof (the "CHANTAL NOTES").

(f) CANCELLATION OF CSI WARRANTS AND ISSUANCE OF CHANTAL WARRANTS. On the
Closing Date, the existing outstanding CSI warrants shall be cancelled, and Chantal shall issue to the holders of
such CSI warrants, warrants to purchase Chantal Common Shares; which Chantal warrants shall (i) have a term
of five years from the Effective Date, (ii) entitle the holders to purchase the aggregate pro-rata number and
proportion of the 2,707,401 Chantal Common Shares representing the Reserved Shares as are set forth on
SCHEDULE 1.01 annexed hereto; and (iii) be in the form of EXHIBIT B annexed hereto and made a part
hereof (the "CHANTAL WARRANTS").

(g) EXEMPTION FROM REGISTRATION. The Parties intend that the Exchange Shares to be conveyed by
Chantal to the CSI Stockholders shall be exempt from the registration requirements of the Securities Act pursuant
to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder to the CSI
Stockholders.

SECTION 1.02 CLOSING.

The closing of the Exchange (the "CLOSING") will take place at the offices of Gersten, Savage,

                                                         6
Kaplowitz, Wolf & Marcus, LLP, counsel to CSI ("GSK"), at 101 East 52nd Street, 9th Floor, New York,
New York 10022, within one (1) business day following the satisfaction or waiver of the conditions precedent set
forth in Articles IV and V or at such other date as Chantal and CSI shall agree (the "CLOSING DATE"), but in
any event no later than November 10, 2003.

SECTION 1.03 EFFECTIVE TIME.

The Exchange shall become effective (the "EFFECTIVE TIME") at the time of the Closing, subject to the
satisfaction or waiver of each of the conditions set forth in Articles IV and V. The date on which the Effective
Time occurs is referred to as the "EFFECTIVE DATE."

SECTION 1.04 EFFECT OF THE EXCHANGE.

At and after the Effective Time, the Exchange shall be effective as provided in the applicable provisions of the
GCL. The existence of Chantal, as the Acquiring Entity, with all of its purposes and powers, shall continue
unaffected and unimpaired by the Exchange, and, as the Acquiring Entity, it shall remain governed by the laws of
the State of Delaware. The existence of CSI, as the entity whose ownership interests are being acquired, shall
continue unaffected and unimpaired as a corporation governed by the laws of the State of New Hampshire, with
the exception that it shall be a wholly owned and operated subsidiary of Chantal.

SECTION 1.05 ARTICLES OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS.

Pursuant to the Exchange:

(a) The Certificate of Incorporation and Bylaws of Chantal as in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation and Bylaws of Chantal following the Exchange.

(b) The officers and directors of the Acquiring Entity following the Exchange shall be those persons listed on
SCHEDULE 1.05, until the earlier of their death, resignation or removal or until their respective successors are
duly appointed and qualified

SECTION 1.06 FURTHER ACTIONS.

If at any time after the Effective Time, Chantal and CSI shall consider or be advised that any further assignment
or assurances or any other things that are necessary or desirable to vest, perfect or confirm, of record or
otherwise, in the Acquiring Entity, the title to any property or right of CSI acquired or to be acquired by reason
of or as a result of the Exchange, then Chantal, CSI and their respective officers and directors in office shall use
all reasonable efforts to execute and deliver, or cause to be executed and delivered, all such proper deeds,
assignments and assurances and do all things reasonably necessary and proper to vest, perfect or confirm title to
such property or rights in the Acquiring Entity and otherwise carry out the purpose of this Agreement, and the
officers of Chantal are fully authorized in the name of Chantal and CSI or otherwise to take any and all such
action with the same effect as if such persons were officers of CSI.

SECTION 1.07 RESTRICTIONS ON RESALE

(a) THE EXCHANGE SHARES. The Exchange Shares will not be registered under the Securities Act, or the
securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until (i) a
registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal
receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for Chantal, that an
exemption from the registration requirements of the Securities Act is available.

The certificates representing the number of Exchange Shares for which the CSI Shares shall have been issued
pursuant to this Agreement shall contain a legend substantially as follows:

 "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
       REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND

                                                          7
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A
REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER
SUCH ACT, OR CHANTAL SKIN CARE CORPORATION RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE
CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT IS AVAILABLE."

(b) THE RESERVED SHARES. The Reserved Shares will not be registered under the Securities Act, or the
securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until (i) a
registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal
receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for Chantal, that an
exemption from the registration requirements of the Securities Act is available.

The certificates representing the Reserved Shares shall contain a legend substantially as follows:

"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION
STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR
CHANTAL SKIN CARE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE
CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT IS AVAILABLE."

SECTION 1.08 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE OF CERTIFICATES. At the Closing and pursuant to a customary letter of transmittal or other
instructional form provided by the Exchange Agent to the CSI Stockholders, the CSI Stockholders shall be
required to surrender all their CSI Common Shares to the Exchange Agent, and the CSI Stockholders shall be
entitled upon such surrender to receive in exchange therefore certificates representing the proportionate number
of Exchange Shares into which the CSI Common Shares theretofore represented by the stock transfer forms so
surrendered shall have been exchanged pursuant to the CSI Exchange Rate in this Agreement. Until so
surrendered, each outstanding certificate which, prior to the Effective Time, represented CSI Common Shares
shall be deemed for all corporate purposes, subject to the further provisions of this Article I, to evidence the
ownership of the number of whole Exchange Shares for which such CSI Common Shares have been so
exchanged. No dividend payable to holders of Exchange Shares of record as of any date subsequent to the
Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented CSI
Common Shares, until such certificate or certificates representing all the relevant CSI Common Shares, together
with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or
other instructions with respect to lost certificates provided by the Exchange Agent.

(b) FULL SATISFACTION OF RIGHTS. All Exchange Shares for which the CSI Common Shares shall have
been exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights
pertaining to the CSI Common Shares.

(c) EXCHANGE OF CERTIFICATES. All certificates representing CSI Common Shares converted into the
right to receive Exchange Shares pursuant to this Article I shall be furnished to Chantal subsequent to delivery
thereof to the Exchange Agent pursuant to this Agreement.

(d) CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of CSI shall be
deemed to be closed and no transfer of CSI capital stock shall thereafter be recorded thereon.

                                                          8
                                                  ARTICLE II

                       REPRESENTATIONS AND WARRANTIES OF CHANTAL

                          AND THE CHANTAL PRINCIPAL STOCKHOLDER

Except as set forth in the schedules to this Agreement, disclosure in any one of which shall apply to any and all
representations and warranties made in this Agreement, and except as otherwise disclosed in writing to CSI,
Chantal and the Chantal Principal Stockholder hereby jointly and severally represents and warrants to CSI, as of
the date of this Agreement and as of the Effective Time (unless otherwise indicated), as follows:

SECTION 2.01 ORGANIZATION, STANDING AND POWER.

As of the Effective Time, Chantal is a company duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has corporate power and authority to conduct its business as presently
conducted by it. As of the Effective Time, Chantal is duly qualified to do business as a foreign corporation doing
business in each state in which it owns or leases real property and where the failure to be so qualified and in good
standing would not have a Material Adverse Effect on Chantal, or its business. Chantal has the corporate power
and authority to enter into and perform this Agreement and to carry out the transactions contemplated by this
Agreement. Other than as contemplated by this Agreement or for the purposes of effecting the Exchange and
Closing pursuant to this Agreement, Chantal does not have an ownership interest in any corporation, partnership
(general or limited), limited liability company or other entity, whether foreign or domestic (collectively such
ownership interests including capital stock).

SECTION 2.02 CAPITALIZATION.

(a) As of the Effective Time, there are 60,000,000 shares of capital stock of Chantal authorized, consisting of
50,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock,
the terms and conditions of which have not been designated. There are 5,350,000 Chantal Common Shares
issued and outstanding and no shares of preferred stock outstanding.

(b) Subject to Section 2.02(d), the Chantal Principal Stockholder owns of record and beneficially 4,395,000
Chantal Common Shares. The balance of the Chantal Common Shares issued and outstanding includes 250,000
shares owned by Livigi, Inc. and 705,000 Chantal Common Shares in the public float. Except as pursuant to and
as provided in this Agreement, no Chantal Common Shares have been reserved for issuance to any Person, and
there are no other outstanding rights, warrants, options or agreements for the purchase of Chantal Common
Shares. Except as pursuant to and as provided in this Agreement, no person is entitled to any rights with respect
to the issuance or transfer of Chantal Common Shares.

(c) All outstanding Chantal Common Shares are validly issued, fully paid, non-assessable, not subject to pre-
emptive rights and have been issued in compliance with all state and federal securities laws or other Applicable
Law.

(d) Pursuant to a consulting agreement, on or before the Effective Date, the Chantal Principal Stockholder shall
transfer to each of the Rubin Family Irrevocable Stock Trust and Guy Cohen 1,875,000 of his Chantal Common
Shares (Rubin Family Irrevocable Stock Trust and Guy Cohen are collectively referred to as the "RUBIN
GROUP"). Accordingly, as at the Closing and the Effective Date and immediately prior to issuance of the
Exchange Shares and the Reserved Shares, the Fully-Diluted Chantal Shares shall consist of 5,350,000 Chantal
Common Shares, of which (i) the Rubin Group shall own 3,750,000 Chantal Common Shares, (ii) the Chantal
Principal Stockholder shall own 645,000 Chantal Common Shares, and (iii) third persons shall own 955,000
Chantal Common Shares.

(e) At the Closing and the Effective Time, Chantal will issue to the CSI Stockholders 10,792,599 Exchange
Shares and have designated and reserved for issuance to former CSI security holders entitled to receive Chantal
Notes and Chantal Warrants pursuant to Sections 1.01(e) and (f), an aggregate of 2,707,401 Reserve Shares,
subject to equitable adjustment as provided in Section 1.01(b).

                                                         9
SECTION 2.03 AUTHORITY FOR AGREEMENT.

The execution, delivery, and performance of this Agreement by Chantal has been duly authorized by all necessary
corporate and shareholder action, and this Agreement, upon its execution by the Parties, will constitute the valid
and binding obligation of Chantal enforceable against it in accordance with and subject to its terms, except as
enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the
enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this
Agreement and compliance with its provisions by Chantal will not violate any provision of Applicable Law and
will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default
under, Chantal's Certificate of Incorporation or its Bylaws, in each case as amended, or, in any material respect,
any indenture, lease, loan agreement or other agreement or instrument to which Chantal is a party or by which it
or any of its properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to
Chantal except to the extent that any breach or violation of any of the foregoing would not constitute or result in a
Material Adverse Effect on Chantal.

SECTION 2.04 ISSUANCE OF CHANTAL SHARES

The Exchange Shares issuable to the CSI Stockholders as the holders of the CSI Shares will when issued
pursuant to this Agreement be duly and validly authorized and issued, fully paid and non-assessable.

SECTION 2.05 NO OPERATING BUSINESS; LIABILITIES.

(a) Chantal has no operating business and, other than as contemplated by this Agreement or for the purposes of
effecting the Exchange and Closing pursuant to this Agreement, Chantal has no operating subsidiaries.

(b) To the knowledge of Chantal, there has been no material change in the financial condition, operations or
business of Chantal since July 29, 1994.

(c) As at the date of this Agreement and the Effective Time, Chantal shall have no balance sheet and contingent
liabilities, and no commitments to incur liabilities.

SECTION 2.06 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth on SCHEDULE
2.06, and as pursuant to the terms of this Agreement, since July 29, 1994:

(a) there has not been (i) any material adverse change in the business, operations, properties, assets, or condition
of Chantal or (ii) any damage, destruction, or loss to Chantal (whether or not covered by insurance) materially
and adversely affecting the business, operations, properties, assets, or condition of Chantal;

(b) Chantal has not (i) amended its certificate of organization; (ii) declared or made, or agreed to declare or
make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or
purchased or redeemed, or agreed to purchase or redeem, any outstanding capital stock;
(iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of
Chantal; (iv) made any material change in its method of management, operation, or accounting; (v) entered into
any other material transaction; (vi) made any accrual or arrangement for payment of bonuses or special
compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii)
increased the rate of compensation payable or to become payable by it to any of its officers or any of its
employees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing,
bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or employees;

(c) Chantal has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business;
(ii) paid any material obligation or liability (absolute or contingent) other than current liabilities incurred since that
date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties, or rights not used or useful in its business which,

                                                            10
in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value of less than $5,000); (iv) made or permitted any amendment
or termination of any contract, agreement, or license to which it is a party if such amendment or termination is
material, considering the business of Chantal; or (v) issued, delivered, or agreed to issue or deliver any stock,
bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury
stock);

(d) to the best knowledge of Chantal, Chantal has not become subject to any law or regulation which materially
and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or
condition of Chantal; and

(e) as at the date of this Agreement, Chantal has no aggregate liabilities which would be required to be disclosed
on a balance sheet prepared in accordance with GAAP, and as at the Closing Date Chantal shall have no
liabilities outstanding and no commitments to incur liabilities.

SECTION 2.07 INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS.

To the knowledge of Chantal, Chantal has full legal right, title and interest in and to all of the intellectual property
utilized in the operation of its business. No rights of any other person are violated by the use by Chantal of the
intellectual property. None of the intellectual property has ever been declared invalid or unenforceable, or is the
subject of any pending or, to the knowledge of Chantal, threatened action for opposition, cancellation,
declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.

SECTION 2.08 GOVERNMENTAL CONSENT

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party, including a party to any agreement with Chantal, is
required by or with respect to Chantal in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders,
authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii)
the GCL.

SECTION 2.09 LITIGATION

There is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of Chantal
threatened against or affecting, Chantal or any of its assets or properties before any court or arbitrator or any
governmental body, agency or official.

SECTION 2.10 INTERESTED PARTY TRANSACTIONS

Chantal is not indebted to any officer or director of Chantal (except for compensation and reimbursement of
expenses incurred in the ordinary course of business), and no such person is indebted to Chantal, except as
disclosed in the reports filed with the Securities and Exchange Commission.

SECTION 2.11 COMPLIANCE WITH APPLICABLE LAWS.

The business of Chantal has not been, and is not being, conducted in violation of any Applicable Law, except for
possible violations which individually or in the aggregate have not had and are not reasonably likely to have a
Material Adverse Effect. No investigation or review by any governmental entity with respect to Chantal is
pending or, to the knowledge of Chantal, respectively, after reasonable inquiry, threatened, nor has any
governmental entity indicated an intention to conduct the same, except for investigations or reviews which
individually or in the aggregate would not have, nor be reasonably likely to have, a Material Adverse Effect.

                                                           11
SECTION 2.12 NO UNDISCLOSED LIABILITIES.

There are no liabilities or debts of Chantal of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which
could reasonably be expected to result in such a liability or debt.

SECTION 2.13 TAX RETURNS AND PAYMENT

Chantal has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all
Taxes shown thereon to be due, except for Taxes being contested in good faith. There is no material claim for
Taxes that is a Lien against the property of Chantal other than Liens for Taxes not yet due and payable, none of
which Taxes is material. Chantal has not received notification of any audit of any Tax Return of Chantal being
conducted or pending by a Tax authority where an adverse determination could have a Material Adverse Effect,
no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by Chantal
which is currently in effect, and Chantal is not a party to any agreement, contract or arrangement with any Tax
authority or otherwise, which may result in the payment of any material amount.

SECTION 2.14 ASSETS; ENCUMBRANCES

Chantal does not own any real property. Chantal has good and valid title to all of its assets. Chantal's assets
comprise all of the business, properties, assets (however, employees, to the extent that they could be considered
assets, are not included as assets in this Section) and goodwill employed by Chantal and its affiliates in connection
with its business.

All assets are owned by Chantal free and clear of all title defects or objections, liens, claims, charges, rights of
others, security interests or other encumbrances of any nature whatsoever, including without limitation, any leases,
escrows, options, security or other deposits, rights of redemption, chattel mortgages, conditional sales contracts,
liens, collateral security arrangements and other title or interest retention arrangements, except for liens for current
taxes not yet due.

SECTION 2.15 CHANTAL AGREEMENTS

Chantal is not a party to any material agreements.

SECTION 2.16 LABOR AND EMPLOYMENT MATTERS

Except for the Chantal Principal Stockholder, there are no current full-time employees, current part-time
employees, other employees or consultants currently employed or engaged by Chantal or who render services to
Chantal as of the date hereof, and no written contracts, written agreements, written commitments and written
arrangements relating thereto. Chantal is not a party to or bound by any collective bargaining agreement or any
other agreement with a labor union, and, to the knowledge of Chantal, there has been no effort by any labor
union or any other person during the twenty-four (24) months prior to the date hereof to organize any employees
or consultants of Chantal who are not already members of a collective bargaining unit into one or more collective
bargaining units, nor, to the knowledge of the Chantal, are any such efforts being conducted. There is no pending
or, to the knowledge of Chantal, threatened labor dispute, strike or work stoppage which affects or which may
affect the business of Chantal, or which may interfere with its continued operations. To the knowledge of Chantal,
neither the Chantal nor any agent, representative or employee thereof has within the last twenty-four (24) months
committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no
pending or threatened charge or complaint against Chantal by or with the National Labor Relations Board or any
representative thereof. There has been no strike, walkout or work stoppage involving any of the employees or
consultants during the twenty-four (24) months prior to the date hereof. Chantal has complied, in all material
respects, with applicable laws, rules and regulations relating to employment, civil rights and equal employment
opportunities or other employment practices, including but not limited to, the Civil Rights Act of 1964, the Fair
Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control
Act of 1986, as amended. Chantal has received no notice of any claim before any governmental body brought by
or on behalf of any employee, prospective employee,

                                                          12
former employee, retiree, labor organization or other representative of employees or any governmental body or,
to the knowledge of Chantal is any such claim threatened against Chantal . Chantal is not a party to, or otherwise
bound by, any order relating to its employees or employment practices. Chantal has paid in full to all of its
employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such
employees. No current or former employee of Chantal is (i) absent on a military leave of absence and/or eligible
for rehire under the terms of the Uniformed Services Employment and Reemployment Rights Act, or (ii) absent
on a leave of absence under the Family and Medical Leave Act.

SECTION 2.17 EMPLOYEE BENEFITS

There is no employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")), and (ii) no other benefit plan, program, contract or arrangement of any kind
whatsoever, covering the employees or consultants of Chantal or which is sponsored, maintained or contributed
to by Chantal or to which Chantal has an obligation to contribute (all such employee benefit plans and other
benefit plans, programs, contracts or arrangements hereinafter individually and collectively called the
"EMPLOYEE BENEFIT PLAN(S)"). No Employee Benefit Plan is (i) subject to Section 412 of the Internal
Revenue Code or Section 306 of ERISA, (ii) a "multiemployer plan" within the meaning of Section 3(37) of
ERISA, or (iii) a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) which has two or
more contributing sponsors at least two of whom are not under common control. Any and all amounts which
Chantal is required to pay as contributions or otherwise, or with respect to the Employee Benefit Plans have been
timely paid.

SECTION 2.18 RESTRICTIONS ON BUSINESS ACTIVITIES

There is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which
Chantal is a party or otherwise binding upon Chantal which has or may have the effect of prohibiting or impairing
any business practice of Chantal, any acquisition of property (tangible or intangible) by Chantal or the conduct of
business by Chantal.

SECTION 2.19 BROKERS' AND FINDERS' FEES.

Chantal has not incurred, nor will it incur, directly or indirectly, any liability for brokers' or finders' fees or agents'
commissions or investment bankers' fees or any similar charges in connection with this Agreement or any
transaction contemplated hereby.

                                                     ARTICLE III

                             REPRESENTATIONS AND WARRANTIES OF CSI

Except as set forth in the schedules to this Agreement, disclosure in any one of which shall apply to any and all
representations and warranties made in this Agreement, and except as otherwise disclosed in writing to Chantal,
CSI hereby represents and warrants to Chantal, as of the date of this Agreement and as of the Effective Time, as
follows:

SECTION 3.01 ORGANIZATION, STANDING AND POWER.

CSI is a privately held corporation duly incorporated, validly existing and in good standing under the laws of the
State of New Hampshire, and has full corporate power and authority to conduct its business as presently
conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by
this Agreement. CSI is duly qualified to do business as a foreign corporation doing business in each state or other
jurisdiction in which it owns or leases real property and where the failure to be so qualified and in good standing
would have a Material Adverse Effect. CSI does not have any ownership interest in any corporation, partnership
(general or limited), limited liability company or other entity, whether foreign or domestic (collectively such
ownership interests including capital stock).

                                                            13
SECTION 3.02 CAPITALIZATION.

(a) There are 60,000,000 shares of CSI capital stock authorized, consisting of 50,000,000 shares of common
stock, $0.001 par value per share (the "CSI COMMON SHARES"), and 10,000,000 shares of preferred
stock, the terms and conditions of which have not been designated. As of the date of this Agreement, there were
(a) 111.5 issued and outstanding CSI Common Shares, (b) zero issued and outstanding shares of preferred
stock, and (c) 27.82673 CSI Common Shares reserved for issuance upon exercise or conversion of CSI Share
Equivalents. Except as disclosed on SCHEDULE 3.02(a) hereto, no CSI Common Shares have been reserved
for issuance to any Person, and there are no other outstanding CSI Share Equivalents or other rights, warrants,
options or agreements for the purchase of CSI Common Shares, except as provided in this Agreement. Except
as disclosed on SCHEDULE 3.02(a) hereto, no Person is entitled to any rights with respect to the conversion,
exchange or delivery of the CSI Common Shares. The CSI Common Shares have been issued in compliance
with all Applicable Law.

(b) As at the date of this Agreement, the Fully-Diluted CSI Shares are
139.32673 CSI Common Shares.

SECTION 3.03 AUTHORITY FOR AGREEMENT.

The execution, delivery and performance of this Agreement by CSI has been duly authorized by all necessary
corporate and shareholder action, and this Agreement constitutes the valid and binding obligation of CSI,
enforceable against it in accordance with its terms, except as enforceability may be affected by bankruptcy,
insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and
consummation of the transactions contemplated by this Agreement and compliance with its provisions by CSI will
not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms,
conditions, or provisions of, or constitute a default under, CSI's Articles of Incorporation or Bylaws, in each case
as amended, or, to the knowledge of CSI, in any material respect, any indenture, lease, loan agreement or other
agreement instrument to which CSI is a party or by which it or any of its properties are bound, or any decree,
judgment, order, statute, rule or regulation applicable to CSI, except to the extent that any breach or violation of
any of the foregoing would not constitute or result in a Material Adverse Effect on CSI.

SECTION 3.04 FINANCIAL STATEMENTS.

(a) CSI has made available to Chantal copies of its audited financial statements for the years ended September
30, 2001 and September 30, 2002, and the unaudited balance sheet, statement of operations and statement of
cash flows as at June 30, 2003 and for the nine months ended June 30, 2003 ("CSI FINANCIAL
STATEMENTS"). The financial statements as at June 30, 2003 and for the nine months then ended will be
audited on or before September 30, 2003.

(b) Each set of CSI financial statements (including, in each case, any related notes thereto) contained in the CSI
Financial Statements was prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto). Such financial statements fairly present in all
material respects the financial position of CSI as at the dates thereof and the results of their operations and their
cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal,
recurring year-end audit adjustments.

(c) To the knowledge of CSI, except as disclosed in the CSI Financial Statements, there has been no material
change in the financial condition, operations or business of CSI since June 30, 2003.

(d) Except as set forth on the unaudited June 30, 2003 balance sheet or on SCHEDULE 3.04 herof, CSI does
not have any material liabilities.

SECTION 3.05 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth on SCHEDULE
3.05, to the knowledge of CSI, since June 30, 2003:

(a) there has not been (i) any material adverse change in the business, operations, properties,

                                                          14
assets, or condition of CSI or (ii) any damage, destruction, or loss to CSI (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets, or condition of CSI;

(b) CSI has not (i) amended its Articles of Incorporation or Bylaws;
(ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of
any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any
outstanding capital stock;
(iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of
CSI; (iv) made any material change in its method of management, operation, or accounting; (v) other than in the
ordinary course of business, entered into any other material transaction; (vi) other than pursuant to any existing
employment agreement, made any accrual or arrangement for payment of bonuses or special compensation of
any kind or any severance or termination pay to any present or former officer or employee; (vii) other than
pursuant to any existing employment agreement, increased the rate of compensation payable or to become
payable by it to any of its officers or any of its employees whose monthly compensation exceeds $5,000; or (viii)
other than pursuant to any existing employment agreement, made any increase in any profit sharing, bonus,
deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement
made to, for, or with its officers, directors, or employees;

(c) CSI has not (i) materially borrowed or agreed to borrow any funds, or incurred, or become subject to, any
material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business;
(ii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or
shown on the most recent CSI balance sheet, and current liabilities incurred since that date in the ordinary course
of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except
non-material assets, properties, or rights not used or useful in its business which, in the aggregate have a value of
less than $50,000), or canceled, or agreed to cancel, any debts or claims (except non-material debts or claims
which in the aggregate are of a value of less than $50,000); (iv) made or permitted any amendment or termination
of any contract, agreement, or license to which it is a party if such amendment or termination is material,
considering the business of CSI; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other
corporate securities including debentures (whether authorized and unissued or held as treasury stock); and

(d) to the knowledge of CSI, CSI has not become subject to any law or regulation which materially and
adversely affects, or in the future is substantially likely to have a Material Adverse Effect on CSI.

SECTION 3.06 GOVERNMENTAL CONSENT

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or other foreign governmental authority,
instrumentality, agency or commission, or, to the knowledge of CSI, any third party, including a party to any
agreement with CSI, is required by or with respect to CSI in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers,
approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable
securities laws, or (ii) the GCL.

SECTION 3.07 TITLE AND RELATED MATTERS.

To the knowledge of CSI, CSI has good and marketable title to all of its owned real property and good title to all
of its personal properties, inventory, interests in personal properties, and assets which are reflected in the most
recent balance sheet included on the unaudited June 30, 2003 balance sheet or acquired after that date (except
properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course
of business). To the knowledge of CSI, CSI owns, free and clear of any Liens, except Liens for Taxes not yet
due, any and all of its assets. To the knowledge of CSI, CSI has not received any written notice of infringement
of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-
how, proprietary techniques, trademarks, service marks, tradenames, or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a Material Adverse Effect on
CSI.

                                                           15
SECTION 3.08 INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS.

CSI has full legal right, title and interest in and to all of the material intellectual property utilized in the operation of
its business. CSI has not received any written notice that the rights of any other person are violated by the use by
CSI of the material intellectual property. None of the material intellectual property has ever been declared by a
court of competent jurisdiction invalid or unenforceable, or is the subject of any pending or, to the knowledge of
CSI, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or
misappropriation or like claim, action or proceeding.

SECTION 3.09 LITIGATION

There is no action, suit, investigation, audit or proceeding pending against or, to the knowledge of CSI,
threatened, against or affecting CSI or any of its material assets or properties before any court or arbitrator or
any governmental body, agency or official.

SECTION 3.10 INTERESTED PARTY TRANSACTIONS

Except as set forth in SCHEDULE 3.10(a) attached hereto, CSI is not indebted to any officer or director of CSI
(except for compensation and reimbursement of expenses incurred in the ordinary course of business), and no
such person is indebted to CSI, except as disclosed in the CSI Financial Statements.

SECTION 3.11 COMPLIANCE WITH APPLICABLE LAWS.

To the knowledge of CSI, the business of CSI has not been, and is not being, conducted in violation of any
Applicable Law, except for possible violations which individually or in the aggregate have not had and are not
reasonably likely to have a Material Adverse Effect on CSI. To the knowledge of CSI, no investigation or review
by any governmental entity with respect to CSI is pending or threatened, nor has any governmental entity
indicated an intention to conduct the same, except for investigations or reviews which individually or in the
aggregate would not have, nor be reasonably likely to have, a Material Adverse Effect on CSI.

SECTION 3.12 TAX RETURNS AND PAYMENT

CSI has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all
Taxes shown thereon to be due, except as reflected in the CSI Financial Statements and except for Taxes being
contested in good faith. To the knowledge of CSI, except as disclosed in the CSI Financial Statements, there is
no material claim for Taxes that is a Lien against the property of CSI other than Liens for Taxes not yet due and
payable, none of which Taxes is material. CSI has not received written notification of any audit of any Tax Return
of CSI being conducted or pending by a Tax authority where an adverse determination could have a Material
Adverse Effect on CSI, no extension or waiver of the statute of limitations on the assessment of any Taxes has
been granted by CSI which is currently in effect, and CSI is not a party to any agreement, contract or
arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in
excess of the amount reflected on the CSI Financial Statements.

                                                      ARTICLE IV

                                CERTAIN COVENANTS AND AGREEMENTS

SECTION 4.01 COVENANTS OF CSI

CSI covenants and agrees that, during the period from the date of this Agreement until the Closing Date, CSI
shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing
pursuant to this Agreement or other than to the extent no Material Adverse Effect on CSI would be incurred,
conduct its business as presently operated and solely in the ordinary course, and consistent with such operation,
and, in connection therewith, without the written consent of Chantal:

(a) shall not amend its Articles of Incorporation or Bylaws, other than to change its name;

                                                             16
(b) except as provided in the schedules attached hereto, shall not pay or agree to pay to any employee, officer or
director compensation that is in excess of the current compensation level of such employee, officer or director
other than salary increases or payments made in the ordinary course of business or as otherwise provided in any
contracts or agreements with any such employees;

(c) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;

(d) shall not sell, transfer, or otherwise dispose of any material assets required for the operations of CSI's
business except in the ordinary course of business consistent with past practices;

(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the
ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this
Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets,
except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this
Agreement or provided by Chantal and/or any of its affiliates;

(f) shall not make any material capital expenditure or series of capital expenditures except in the ordinary course
of business;

(g) shall not declare or pay any dividends on or make any distribution of any kind with respect to the CSI Shares;

(h) shall notify Chantal promptly in the event of any material loss or damage to any of CSI's material assets;

(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect
as of the date of this Agreement;

(j) shall seek to preserve the present material employees, reputation and business organization of CSI and CSI's
relationship with its significant clients and others having business dealings with it;

(k) shall not issue any additional shares of CSI capital stock or take any action affecting the capitalization of CSI
or the Fully-Diluted CSI Shares;

(l) shall use commercially reasonable efforts to comply with and not be in default or violation under any known
law, regulation, decree or order applicable to CSI's business, operations or assets where such violation would
have a Material Adverse Effect on CSI;

(m) shall not grant any severance or termination pay to any director, officer or any other employees of CSI, other
than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the documents
delivered pursuant to this Agreement;

(n) shall not change any of the accounting principles or practices used by it, except as may be required as a result
of a change in law or in GAAP, whether in respect of Taxes or otherwise;

(o) shall not terminate or waive any material right of substantial value other than in the ordinary course of
business; and

(p) except as provided in the schedules attached hereto, shall not enter into any material contract or commitment
other than in the ordinary course of business.

SECTION 4.02 COVENANTS OF CHANTAL AND THE CHANTAL PRINCIPAL STOCKHOLDER

(a) ACTIONS PENDING CLOSING. Chantal and the Chantal Principal Stockholder each covenants and
agrees that, during the period from the date of this Agreement until the Closing Date, Chantal shall, other than as

                                                          17
contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this
Agreement or other than to the extent no Material Adverse Effect would be incurred, conduct its business as
presently operated and solely in the ordinary course, and consistent with such operation, and, in connection
therewith, without the written consent of CSI:

(i) shall not amend its Certificate of Incorporation or Bylaws;

(ii) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current
compensation level of such employee, officer or director other than salary increases or payments made in the
ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;

(iii) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;

(iv) shall not create, incur, assume, or guarantee any indebtedness for money borrowed, except those in existence
on the date hereof or provided by CSI and/or any of its affiliates;

(v) shall not make any capital expenditure or series of capital expenditures except in the ordinary course of
business;

(vi) shall not declare or pay any dividends on or make any distribution of any kind with respect to the shares of
capital stock of Chantal;

(vii) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in
effect as of the date of this Agreement;

(viii) shall seek to preserve the present employees, reputation and business organization of Chantal and Chantal's
relationship with its clients and others having business dealings with it;

(ix) shall not issue any additional Chantal shares or take any action affecting the capitalization of Chantal;

(x) shall use commercially reasonable efforts to comply with and not be in default or violation under any law,
regulation, decree or order applicable to Chantal's business or operations where such violation would have a
Material Adverse Effect;

(xi) shall not grant any severance or termination pay to any director, officer or any other employees of Chantal,
other than pursuant to agreements in effect on the date of this Agreement or as otherwise disclosed in the
documents delivered pursuant to this Agreement;

(xii) shall not change any of the accounting principles or practices used by it, except as may be required as a
result of a change in law or in GAAP, whether in respect of Taxes or otherwise;

(xiii) shall not terminate or waive any right of substantial value other than in the ordinary course of business; and

(xiv) shall not enter into any material contract or commitment other than in the ordinary course of business.

(b) APPROVAL BY CHANTAL PRINCIPAL STOCKHOLDER. By his execution and delivery of this
Agreement, the Chantal Principal Stockholder does hereby approve, adopt and ratify this Share Exchange
Agreement, the Exchange and all of the transactions contemplated hereby and pursuant to all exhibits hereto.

(c) RESIGNATION OF DIRECTORS. Chantal shall, prior to the Closing, cause its directors to resign effective
immediately subsequent to the Effective Time. In addition, Chantal agrees and accepts that the seven

                                                          18
(7) designees of CSI set forth in Schedule 1.05 hereto shall be appointed to the Board of Directors subsequent
to Closing.

(d) FILING OF REGISTRATION STATEMENT. Chantal shall file a registration statement within thirty (30)
days after the completion or termination of the Rule 504 Offering (as defined in Section 4.03(i)) to register the
Chantal Common Shares owned of record or beneficially by the CSI Stockholders listed on SCHEDULE 4.03
(F) hereof, the Rubin Group and the Chantal Principal Stockholder.

(e) AMENDMENT OF ORGANIZATIONAL DOCUMENTS. Chantal shall hold a shareholders' meeting and
file, as soon as practicable following the execution of this Agreement, a Restated and Amended Certificate of
Incorporation (the "Restated Certificate"), which Restated Certificate shall upon acceptance thereof by the
Secretary of State of Delaware have the effect of adopting the provisions of CSI's Articles of Incorporation and
By-laws and changing its name from "Chantal Skin Care Corporation" to "Utix Group, Inc."

SECTION 4.03 COVENANTS OF THE PARTIES

(a) TAX-FREE REORGANIZATION. The Parties intend that the Exchange qualify as a Tax-free exchange
under Sections 351 of the Code, as amended, and the Parties will take the position for all purposes that the
Exchange shall qualify under such Section.

(b) ANNOUNCEMENT. Neither CSI, on the one hand, nor Chantal on the other hand, shall issue any press
release or otherwise make any public statement with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other Party (which consent shall not be unreasonably withheld), except as
may be required by applicable law or securities regulation. Notwithstanding anything in this Section 4.03 to the
contrary, the Parties will, to the extent practicable, consult with each other before issuing, and provide each other
the opportunity to review and comment upon, any such press release or other public statements with respect to
this Agreement and the transactions contemplated hereby whether or not required by Applicable Law.

(c) NOTIFICATION OF CERTAIN MATTERS. CSI shall give prompt written notice to Chantal, and Chantal
shall give prompt written notice to CSI, of:

(i) The occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be
reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate
in any material respect at or prior to the Effective Time; and

(ii) Any material failure of CSI on the one hand, or Chantal, on the other hand, to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it hereunder.

(d) REASONABLE BEST EFFORTS. Before Closing, upon the terms and subject to the conditions of this
Agreement, the Parties agree to use their respective reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to applicable laws) to
consummate and make effective the Exchange and other transactions contemplated by this Agreement as
promptly as practicable including, but not limited to:

(i) The preparation and filing of all forms, registrations and notices required to be filed to consummate the
Exchange, including without limitation, any approvals, consents, orders, exemptions or waivers by any third party
or governmental entity; and

(ii) The satisfaction of the Party's conditions precedent to Closing.

(e) ACCESS TO INFORMATION

(i) INSPECTION BY CSI. Chantal will make available for inspection by CSI, during normal business hours and
in a manner so as not to interfere with normal business operations, all of Chantal's records (including tax records),
books of account, premises, contracts and all other documents in Chantal's possession or

                                                          19
control that are reasonably requested by CSI to inspect and examine the business and affairs of Chantal. Chantal
will cause its managerial employees and regular independent accountants to be available upon reasonable
advance notice to answer questions of CSI concerning the business and affairs of Chantal. CSI will treat and hold
as confidential any information they receive from Chantal in the course of the reviews contemplated by this
Section 4.03(e). No examination by CSI will, however, constitute a waiver or relinquishment by CSI of its rights
to rely on Chantal's covenants, representations and warranties made herein or pursuant hereto.

(ii) INSPECTION BY CHANTAL. CSI will make available for inspection by Chantal, during normal business
hours and in a manner so as not to interfere with normal business operations, all of CSI's records (including tax
records), books of account, premises, contracts and all other documents in CSI's possession or control that are
reasonably requested by Chantal to inspect and examine the business and affairs of CSI. CSI will cause its
managerial employees and regular independent accountants to be available upon reasonable advance notice to
answer questions of Chantal concerning the business and affairs of CSI. Chantal will treat and hold as confidential
any information they receive from CSI in the course of the reviews contemplated by this Section 4.03(e). No
examination by Chantal will, however, constitute a waiver or relinquishment by Chantal of its rights to rely on
CSI's covenants, representations and warranties made herein or pursuant hereto.

(f) RESALES OF FULLY-DILUTED CHANTAL SHARES.

(A) The members of the Rubin Group and the CSI Stockholders that are listed on SCHEDULE 4.03(f) and own
of record or beneficially less than 10% of the issued and outstanding Chantal Common Shares shall, on the
Effective Date, execute and deliver to Chantal an agreement, substantially in the form of EXHIBIT C annexed
hereto and made a part hereof (the "CHANTAL LOCK-UP AGREEMENT"), with respect to resales of the
Chantal Common Shares to be owned by them following the Exchange.

(B) Under the terms of the Chantal Lock-up Agreement, those members of the Rubin Group and CSI
Stockholders shall not, unless permitted by the Board of Directors of Chantal, sell their Chantal Common Shares
for a period of one (1) year from the Effective Date.

(g) SALE OF ADDITIONAL CHANTAL NOTES. On or before the Closing, Chantal and the Rubin Group
shall have consummated the sale of not less than $300,000 of 7% non-convertible promissory notes of Chantal
that (i) shall bear interest only, payable quarterly, commencing March 31, 2004, (ii) are payable as to principal on
a date that shall be not earlier than one year from the Effective Date, (iii) are fully guaranteed by CSI, as a
wholly-owned subsidiary of Chantal, (iv) entitle the holder to receive for $.01 per share, one Chantal Common
Share for each $1.00 principal amount of Chantal note purchased, and (v) be in substantially the form of
EXHIBIT D annexed hereto and made a part hereof (the "ADDITIONAL CHANTAL NOTES"). Rubin Family
Irrevocable Stock Trust shall subscribe to not less than $50,000 of such Additional Chantal Notes.

(h) SALE OF ADDITIONAL CHANTAL NOTES BY CSI CSI shall use its best efforts (without being legally
obligated so to do) to arrange for the sale to existing CSI Stockholders or holders of CSI convertible notes of
$75,000 principal amount of Additional Chantal Notes (exclusive of the $300,000 of Additional Chantal Notes
being purchased in accordance with Section 4.03(g) above).

(i) POST-CLOSING SALES OF CHANTAL SECURITIES. Chantal and the Rubin Group shall use their best
efforts to consummate by December 31, 2003, or as soon thereafter as is practicable, a private offering, under
Rule 504 promulgated under the Securities Act of 1933, as amended, of a minimum amount of $500,000 and a
maximum amount of $1,000,000 of common stock of Chantal (the "RULE 504 OFFERING"). By the Closing
Date, the Chantal Principal Stockholder shall provide CSI with a list of potential investors for such Rule 504
Offering.

                                                        20
                                                    ARTICLE V

                                         CONDITIONS PRECEDENT

SECTION 5.01 CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS.

The obligations of the Parties as provided herein shall be subject to each of the following conditions precedent,
unless waived in writing by both Chantal and CSI:

(a) CONSENTS, APPROVALS. The Parties shall have obtained all necessary consents and approvals of their
respective boards of directors, their stockholders (including any applicable classes thereof) and all consents,
approvals and authorizations required under their respective charter documents, and all material consents,
including any material consents and waivers by the Parties' respective lenders and other third-parties, if
necessary, to the consummation of the transactions contemplated by this Agreement.

(b) ABSENCE OF CERTAIN LITIGATION. No action or proceeding shall be threatened or pending before
any governmental entity or authority which, in the reasonable opinion of counsel for the Parties, is likely to result
in a restraint, prohibition or the obtaining of damages or other relief in connection with this Agreement or the
consummation of the Exchange.

SECTION 5.02 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CHANTAL

The obligations of Chantal on the Closing Date as provided herein shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions precedent, unless waived in writing by Chantal:

(a) CONSENTS AND APPROVALS. CSI shall have obtained all material consents, including any material
consents and waivers by CSI's lenders and other third-parties, if necessary, to the consummation of the
transactions contemplated by this Agreement.

(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties by CSI in Article III
herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and
effect as though such representations and warranties had been made at and as of the Closing Date, except to the
extent that any changes therein are specifically contemplated by this Agreement or the same shall not have a
Material Adverse Effect.

(c) PERFORMANCE. CSI shall have performed and complied in all material respects with all agreements to be
performed or complied with by it pursuant to this Agreement prior at or prior to the Closing or except to the
extent that the failure to so perform or comply with the same shall not have a Material Adverse Effect.

(d) PROCEEDINGS AND DOCUMENTS. All corporate, company and other proceedings in connection with
the transactions contemplated by this Agreement and all documents and instruments incident to such transactions
shall be reasonably satisfactory in substance and form to Chantal and its counsel, and Chantal and its counsel
shall have received all such counterpart originals (or certified or other copies) of such documents as they may
reasonably request.

(e) CERTIFICATE OF GOOD STANDING. CSI shall have delivered to Chantal a certificate as to the good
standing of CSI certified by the Secretary of State of the State of New Hampshire on or within two (2) business
days prior to the Closing Date.

(f) MATERIAL CHANGES. Except as contemplated by this Agreement, since the date hereof, CSI shall not
have suffered a Material Adverse Effect.

(g) LOCK-UP AGREEMENT. Chantal and the designated CSI Stockholders that are parties thereto shall have
executed the Chantal Lock-up Agreement.

                                                          21
SECTION 5.03 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CSI

The obligations of CSI on the Closing Date as provided herein shall be subject to the satisfaction, on or prior to
the Closing Date, of the following conditions precedent, unless waived in writing by CSI:

(a) CONSENTS AND APPROVALS. Chantal shall have obtained all material consents, including any material
consents and waivers of its respective lenders and other third-parties, if necessary, to the consummation of the
transactions contemplated by this Agreement.

(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties by Chantal in Article II
herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and
effect as though such representations and warranties had been made at and as of the Closing Date, except to the
extent that any changes therein are specifically contemplated by this Agreement or the same shall not have a
Material Adverse Effect.

(c) PERFORMANCE. Chantal shall have performed and complied in all material respects with all agreements to
be performed or complied with by it pursuant to this Agreement prior to or at the Closing or the same shall not
have a Material Adverse Effect.

(d) PROCEEDINGS AND DOCUMENTS. All corporate, company and other proceedings in connection with
the transactions contemplated by this Agreement and all documents and instruments incident to such transactions
shall be reasonably satisfactory in substance and form to CSI and its counsel, and CSI and its counsel shall have
received all such counterpart originals (or certified or other copies) of such documents as they may reasonably
request.

(e) CERTIFICATE OF GOOD STANDING. Chantal shall have delivered to CSI a certificate as to the good
standing of Chantal certified by the Secretary of State of the State of Delaware on or within two (2) business
days prior to the Closing Date.

(f) MATERIAL CHANGES. Except as contemplated by this Agreement, since the date hereof, Chantal shall not
have suffered a Material Adverse Effect.

(g) LOCK-UP AGREEMENT. Chantal and the Rubin Family Irrevocable Stock Trust shall have executed the
Chantal Lock-up Agreement.

(h) CHANTAL BOARD OF DIRECTORS. At the Effective Time of the Exchange, all of the officers and
members of the board of directors of Chantal shall tender their resignations as officers and directors of Chantal,
and the vacancies created on the Chantal board of directors shall be filled by the persons designated by CSI that
are listed on Schedule 1.05.

(i) ADOPTION OF STOCK OPTION PLAN. By the Closing Date, Chantal shall have adopted a stock option
plan (the "Plan") under which an aggregate of up to 4,000,000 shares of Chantal Common Stock shall be
reserved for issuance to key employees of Chantal, all in the form of EXHIBIT E attached hereto. The Chantal
Principal Stockholder, his transferees pursuant to Section 2.02(d) and the CSI Stockholders shall enter into a
voting agreement with Chantal in the form attached hereto as EXHIBIT F (the "VOTING AGREEMENT")
pursuant to which they shall agree to vote in favor of the Plan.

(j) CONSUMMATION OF SALE OF ADDITIONAL CHANTAL NOTES. On the Closing Date, the sale of
not less than $300,000 of Additional Chantal Notes shall have been consummated and the total proceeds thereof
shall have been remitted to CSI as additional working capital to be used to further its business purposes. No
sales commissions, fees or any other expenses shall be deducted from the gross proceeds of the sale of the
Additional Chantal Notes.

(k) RUBIN FAMILY TRUST VOTING AGREEMENT. The Rubin Family Irrevocable Stock Trust shall enter
into a voting agreement with Chantal in the form attached hereto as EXHIBIT G (the "RUBIN FAMILY TRUST
VOTING AGREEMENT") pursuant to which the Rubin Family Irrevocable Stock Trust shall transfer to the
Board of
22
Directors of Chantal, or its successor in interest, its voting rights with respect to the 1,875,000 Chantal Common
Shares owned of record or beneficially by it, to appoint nominee(s) to the Board of Directors of Chantal.

                                                   ARTICLE VI

                                                 TERMINATION

SECTION 6.01 TERMINATION.

This Agreement may be terminated and the Exchange may be abandoned at any time prior to the Effective Time
by:

(a) The mutual written consent of the Boards of Directors of the Parties;

(b) Either Chantal, on the one hand, or CSI, on the other hand, if any governmental entity or court of competent
jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or
other action the Parties shall use their commercially reasonable best efforts to lift), which restrains, enjoins or
otherwise prohibits the Exchange or the issuance of the Exchange Shares pursuant to the Exchange and such
order, decree, ruling or other action shall have become final and non-appealable;

(c) Subject to Section 9.03(b), Chantal, if CSI shall have breached in any material respect any of its
representations, warranties, covenants or other agreements contained in this Agreement, and the breach cannot
be or has not been cured within thirty (30) calendar days after the giving of written notice by Chantal to CSI;

(d) Subject to Section 9.03(b), CSI, if Chantal shall have breached in any material respect any of its
representations, warranties, covenants or other agreements contained in this Agreement, and the breach cannot
be or has not been cured within thirty (30) calendar days after the giving of written notice by CSI to Chantal; or

(e) Without any action on the part of the Parties if required by Applicable Law or if the Exchange shall not be
consummated by November 10, 2003.

SECTION 6.02 EFFECT OF TERMINATION.

If this Agreement is terminated as provided in Section 6.01, written notice of such termination shall be given by
the terminating Party to the other Party specifying the provision of this Agreement pursuant to which such
termination is made, this Agreement shall become null and void and there shall be no liability on the part of
Chantal or CSI, PROVIDED, that subject to Section 9.03(b), nothing in this Agreement shall relieve any Party
from any liability or obligation with respect to any willful breach of this Agreement and PROVIDED, FURTHER,
that subject to Section 9.03(b), termination shall not affect accrued rights or liabilities of any party at the time of
such termination.

                                                   ARTICLE VII

                                              CONFIDENTIALITY

SECTION 7.01 CONFIDENTIALITY

Chantal, on the one hand, and CSI, on the other hand, will keep confidential all information and documents
obtained from the other, including but not limited to any information or documents provided pursuant to Section
4.03(e) hereof, which are designated by such Party as confidential (except for any information disclosed to the
public pursuant to a press release authorized by the Parties) and in the event the Closing does not occur or this
Agreement is terminated for any reason, will promptly return such documents and all copies of such documents
and all notes and other evidence thereof, including material stored on a computer, and will not use such
information for its own advantage, except to the extent that (i) the information must be disclosed by law, (ii) the
information becomes publicly available by reason other than disclosure by the Party subject to the confidentiality
obligation, (iii) the information is independently developed without use of or reference to the other Party's
confidential information, (iv) the information is obtained from another source not obligated to keep such
information confidential, (v) the information is already publicly known or known to the receiving Party
23
when disclosed as demonstrated by written documentation in the possession of such Party at such time, or (vi) in
connection with any arbitration proceeding hereunder pursuant to Section 9.03(b).

                                                    ARTICLE VIII

                                                INDEMNIFICATION

SECTION 8.01 INDEMNIFICATION BY CHANTAL

Chantal and the Chantal Principal Stockholder shall indemnify, defend and hold harmless each of CSI, any
subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or
who becomes prior to the Closing, an officer, director or partner of CSI, any subsidiary or affiliate thereof or an
employee of CSI, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors
and assigns (the "CSI INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses
(including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement of or in
connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole
or in part on or arising in whole or in part out of (i) any material breach of this Agreement by Chantal or any
subsidiary or affiliate thereof, including but not limited to failure of any representation or warranty to be true and
correct at or before the Closing, (ii) any willful or grossly negligent act, omission or conduct of any officer,
director or agent of Chantal or any subsidiary or affiliate thereof prior to the Closing, whether asserted or claimed
prior to, at or after, the Closing, or (iii) relating to the consummation of the transactions contemplated herein, and
any action taken in connection therewith ("CSI INDEMNIFIED LIABILITIES"). Any CSI Indemnified Party
wishing to claim indemnification under this Section 8.01, upon learning of any such claim, action, suit, proceeding
or investigation, shall notify Chantal in writing, but the failure to so notify shall not relieve Chantal from any liability
that it may have under this Section 8.01, except to the extent that such failure would materially prejudice Chantal.

SECTION 8.02 INDEMNIFICATION BY CSI

CSI shall indemnify, defend and hold harmless each of Chantal, any subsidiary or affiliate thereof and each person
who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer,
director or partner of Chantal, any subsidiary or affiliate thereof or an employee of Chantal, any subsidiary or
affiliate thereof and their respective heirs, legal representatives, successors and assigns (the "CHANTAL
INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including reasonable attorneys'
fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or
actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or
in part out of (i) any material breach of this Agreement by CSI or any subsidiary or affiliate thereof, including but
not limited to failure of any representation or warranty to be true and correct at or before the Closing, (ii) any
willful or negligent act, omission or conduct of any officer, director or agent of CSI or any subsidiary or affiliate
thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing, or
(iii) relating to the consummation of the transactions contemplated herein, and any action taken in connection
therewith ("CHANTAL INDEMNIFIED LIABILITIES"). Any Chantal Indemnified Party wishing to claim
indemnification under this
Section 8.02, upon learning of any such claim, action, suit, proceeding or investigation, shall notify CSI in writing,
but the failure to so notify shall not relieve CSI from any liability that it may have under this Section 8.02, except
to the extent that such failure would materially prejudice CSI.

SECTION 8.03 INDEMNIFICATION OF EXCHANGE AGENT

(a) Chantal and CSI (for the purposes of this Section 8.03, the "INDEMNITORS") agree to indemnify the
Exchange Agent and its partners, officers, directors, employees and agents (collectively, the "INDEMNITEES")
against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including
without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action,
claim or proceeding brought against the Indemnitees arising out of or relating in any way to the Exchange Agent's
service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross
negligence of the Indemnitees.

(b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held
24
to be unavailable, the Indemnitors shall contribute such amounts as are just and equitable to pay, or to reimburse
the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel
fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement
of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the
Indemnitors.

SECTION 8.04 SURVIVAL OF INDEMNIFICATION

All rights to indemnification under this Article 8 shall survive for nine months after the Effective Date of the
Exchange, and thereafter any rights to make a claim for indemnity hereunder is hereby waived. The provisions of
this Article 8 are intended to be for the benefit of, and shall be enforceable by, each Chantal Indemnified Party,
each CSI Indemnified Party, and his or her heirs and representatives, and the Exchange Agent. No Party shall
enter into any settlement regarding the foregoing without prior approval of the CSI Indemnified Party or the
Chantal Indemnified Party, as the case may be or, if related in any way to the duties of the Exchange Agent
hereunder, the Exchange Agent.

                                                   ARTICLE IX

                                               MISCELLANEOUS

SECTION 9.01 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Effective Time, except as set forth in Article VIII. All such representations and
warranties will be extinguished upon the Effective Date of the Exchange and none of the Parties nor any of their
officers, directors, members, employees or stockholders shall be under any liability whatsoever with respect to
any such representation or warranty after such time. This Section 9.01 shall not limit any covenant or agreement
of the Parties which by its terms contemplates performance after the Effective Time.

SECTION 9.02 EXPENSES.

Except as contemplated by this Agreement, all costs and expenses incurred in connection with this Agreement
and the consummation of the transactions contemplated by this Agreement shall be paid by the Party incurring
such expenses.

SECTION 9.03 APPLICABLE LAW; ARBITRATION.

(a) GOVERNING LAW. Except to the extent that the law of the State of Delaware is mandatorily applicable to
the Exchange (which shall be governed by the GCL), this Agreement shall be governed by the laws of the State
of New York, without giving effect to the principles of conflicts of laws thereof, as applied to agreements entered
into and to be performed in such state.

(b) ARBITRATION. Any controversy or claim among the Parties arising out of or relation to this Agreement or
arising in connection with any breach hereof, shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), as such rules may be
modified by this Section 9.03(b). In connection with the foregoing, each of the Parties hereby waives the right to
a trial by jury any suit action or other proceeding in connection with this Agreement or any breach hereof. Any
award rendered in any arbitration hereunder or in connection herewith shall be final and binding on the Parties
and judgment upon such award shall be rendered in any court of competent jurisdiction. Any arbitration shall be
held in New York, New York. A single arbitrator selected jointly by the Parties hereunder shall conduct all
arbitrations. If the Parties are unable to agree on a single arbitrator within 30 days after a demand for arbitration
is made in writing by one Party upon the other, Chantal shall select one arbitrator and CSI shall select one
arbitrator and the two arbitrators so selected shall select a third neutral arbitrator who shall have familiarity with
share exchange transactions and experience in dispute resolution. The arbitrators shall render a reasoned written
opinion together with their decision and shall award costs and reasonable attorneys fees to the prevailing Party in
the arbitration. Notwithstanding the preceding sentence, in no event shall the arbitrators be entitled to award
punitive damages (or any award in the nature of punitive damages) in any such arbitration.
25
SECTION 9.04 NOTICES.

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given or made as follows:

(a) If sent by registered or certified mail in the United States, return receipt requested, upon receipt;

(b) If sent by reputable overnight air courier (such as Federal Express), 2 business days after being sent;

(c) If sent by facsimile transmission, with a copy mailed on the same day in the manner provided in clauses (i) or
(ii) above, when transmitted and receipt is confirmed by the fax machine; or

(d) If otherwise actually personally delivered, when delivered.

All notices and other communications under this Agreement shall be sent or delivered as follows:

                                                      If to CSI, to:

                                               170 Cambridge Street
                                            Burlington, MA 01803-2933

Attn: Anthony G. Roth, President and CEO Telephone: (800) 627-7547 Telecopy: (781) 229-8886

with a copy to (which shall not constitute notice):

Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52nd Street, 9th Floor New York, NY 10022
Attention: Stephen A. Weiss, Esq.

                                            Telephone: (212) 752-9700

Facsimile: (212) 980-5192

                                                  If to Chantal, to:

                                               410 Park Avenue
                                           New York, New York 10022

Telephone: (212) 595-4955 Fax: (212) 898-1266

                                     If to Chantal Principal Stockholder, to:

                                               410 Park Avenue
                                           New York, New York 10022

Telephone: (212) 595-4955 Fax: (212) 898-1266

If to the CSI Stockholders, c/o:

Corporate Sports Incentives, Inc. 170 Cambridge Street
Burlington, MA 01803-2933 Attn: Anthony G. Roth, President and CEO Telephone: (781) 229-2589 Telecopy:
(781) 229-8886

                                                           26
Each Party may change its address by written notice in accordance with this Section.

SECTION 9.05 ENTIRE AGREEMENT.

This Agreement (including the documents and instruments referred to in this Agreement) contains the entire
understanding of the Parties with respect to the subject matter contained in this Agreement, and supersedes and
cancels all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, oral
or written, respecting such subject matter.

SECTION 9.06 ASSIGNMENT.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by
any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other
Parties; PROVIDED that in no event may the right to indemnification provided by Article VIII hereto be assigned
by any of the Parties, with or without consent, except by operation of law. Subject to the immediately foregoing
sentence of this Section 9.06, this Agreement will be binding upon, inure to the benefit of and be enforceable by,
the Parties and their respective successors and assigns.

SECTION 9.07 HEADINGS; REFERENCES.

The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. All references herein to "Articles",
"Sections", "Schedules" or "Exhibits" shall be deemed to be references to Articles, Sections, Schedules and
Exhibits of this Agreement unless otherwise indicated.

SECTION 9.08 COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original
but all of which shall be considered one and the same agreement.

SECTION 9.09 NO THIRD PARTY BENEFICIARIES.

Except as expressly provided by this Agreement, nothing herein is intended to confer upon any person or entity
not a Party to this Agreement any rights or remedies under or by reason of this Agreement.

SECTION 9.10 SEVERABILITY; ENFORCEMENT.

Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provisions shall be interpreted to be only so broad as is enforceable.

SECTION 9.11 RULES OF CONSTRUCTION.

The Parties agree that they have been represented by counsel during the negotiation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing
that ambiguities in an agreement or other document will be construed against the party drafting such agreement or
document.

SECTION 9.12 EXHIBITS.

All of the Schedules and Exhibits to this Agreement are hereby incorporated in this Agreement and shall be
deemed and construed to be a part of this Agreement for all purposes.

                                                         27
SECTION 9.13 INTERPRETATION.

The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by
the words "without limitation." The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

                             [SIGNATURES ON THE FOLLOWING PAGE]

                                                       28
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

         CHANTAL SKIN CARE CORPORATION                        CSI STOCKHOLDERS:

         By:
               -----------------------------                  -------------------------------
               Name:                                          Name:
               Title:


                                                              -------------------------------
                                                              Name:

         CHANTAL PRINCIPAL STOCKHOLDER

                                                              -------------------------------
                                                              Name:
         ---------------------------------
         JOEL PENSLEY

                                                              -------------------------------
                                                              Name:
         CORPORATE SPORTS INCENTIVES, INC.

         By:
               -----------------------------                  -------------------------------
               Name: Anthony Roth                             Name:
               Title: President and CEO
SCHEDULES
                         SCHEDULE 1.01

Capital Stock

        Name                             Exchange Shares
        ----                             ---------------
        Jonathan Adams                   5,710,882
        Anne Concannon                   2,323,071
        Gerald Roth                      1,209,933
        Roth Financial Group             1,451,919
        Martha Ballog                       96,795

Warrants - A

        Name                             Exchange Shares
        ----                             ---------------
        Steve Apesos                     24,199
        Charles Lieppe                   48,397
        Gerald Roth                      36,298

Warrants - B

        Name                             Exchange Shares
        ----                             ---------------
        Charles Lieppe                   96,795

Warrants - C

        Name                             Exchange Shares
        ----                             ---------------
        Paul Avery Jr. Revocable Trust    19,359
        Mort Goulder                     145,192
        George Schwenk                    48,397
        James Kendall                     96,795
        Steve Apesos                      96,795
        Michael Okun                     193,589
        Phil St. Germain                  96,795
        Eric Dmitrenko                    19,359
        William & Cheryl Dumaine          48,397
        Walter Hemming                    96,795
        Binoy Singh                        9,679
        Varinder Singh                     9,679
        Farooq Chaudry                    29,038

Redeemable Warrants

        Name                             Exchange Shares
        ----                             ---------------
        Stephen Weiss                    125,000
        Ned Gelband                      250,000
        Jay Kaplowitz                    125,000

Convertible Note

        Name                             Exchange Shares
        ----                             ---------------
        Paul Avery Jr. Revocable Trust    23,231
                       Mort Goulder                         174,230
                       George Schwenk                        58,077
                       James Kendall                        116,154
                       Steve Apesos                         116,154
                       Michael Okun                         232,307
                       Phil St. Germain                     116,154
                       Eric Dmitrenko                        23,231
                       William & Cheryl Dumaine              58,077
                       Walter Hemming                       116,154
                       Binoy Singh                           11,615
                       Varinder Singh                        11,615
                       Farooq Chaudry                        34,846




Notes to be Cancelled in Exchange for Chantal Notes

                Name                                  Cancelled Loan Amount
                ----                                  ---------------------
                Gerald Roth                           $ 75,000
                Charles Lieppe                        $100,000
                Steve Apesos                          $ 50,000
                  SCHEDULE 1.05

Jonathan Adams
Anne Concannon
Gerald Roth
Charles Lieppe
Anthony G. Roth
Robert Powers
Peter Flatow
                                            SCHEDULE 3.02(a)

Upon the Closing Date, Anthony G. Roth, President and CEO of CSI, shall be granted, pursuant to an amended
employment agreement, options to purchase the greater of (i) 1,000,000 shares or (ii) 25% of the stock option
pool of common stock allocated for the Board of Directors and employees.

Upon the Closing Date, Steve Apesos shall be granted, pursuant to an amended employment agreement, options
to purchase 100,000 shares from the stock option pool of common stock allocated for the Board of Directors
and employees.

Upon the Closing Date, Charles Lieppe shall be granted, pursuant to a consultant agreement, options to purchase
the greater of (i) 1,000,000 shares or
(ii) 20% of the stock option pool of common stock allocated for the Board of Directors and employees.

Upon the Closing Date, each newly-appointed independent director shall be granted options to purchase
approximately 100,000 shares from the stock option pool of common stock allocated for the Board of Directors
and employees.
SECTION 3.04(d)

CSI entered into a Business Loan Agreement with multiple individuals with a current outstanding principal amount
of $470,000. The note is secured by all of the existing and future assets of CSI, excluding selective receivable
financing on bundled retail products. The loan is convertible into shares of the common stock of CSI after July
15, 2004
                                                SCHEDULE 3.05

SCHEDULE 3.05(b)(i)

Restated Articles of Incorporation including Designated Amendments filed with the New Hampshire Secretary of
State on September 19, 2003.

SCHEDULE 3.05(b)(v)

CSI recently hired a part-time CFO position. The position is paid hourly, is at-will, and is expected to be
eliminated after 1 year.

SCHEDULE 3.05(b)(vi)

Upon the Closing Date, Anthony G. Roth, President and CEO of CSI, pursuant to an amended employment
agreement, will receive an annual salary increase of $7,229 for the term of his employment agreement and a one-
time bonus of $25,000.

Upon the Closing Date, Charles Lieppe shall be paid an annual consulting fee of $75,000 pursuant to a new
consultant agreement.

Upon the Closing Date, Steve Apesos, who is a part-time consultant being paid an annual salary of $72,000 plus
commission, will become a full-time employee at an annual salary of $110,000 pursuant to an amended
employment agreement.

SCHEDULE 3.05(b)(vii)

Upon the Closing Date, Anthony G. Roth, President and CEO of CSI, pursuant to an amended employment
agreement, will receive an annual salary increase of $7,229 for the term of his employment agreement and a one-
time bonus of $25,000.

Upon the Closing Date, Steve Apesos, who is a part-time consultant being paid an annual salary of $72,000 plus
commission, will become a full-time employee at an annual salary of $110,000 pursuant to an amended
employment agreement.

SCHEDULE 3.05(c)(i)

CSI entered into a Business Loan Agreement with multiple individuals with a current outstanding principal amount
of $470,000. The note is secured by all of the existing and future assets of CSI, excluding selective receivable
financing on bundled retail products. The loan is convertible into shares of the common stock of CSI after July
15, 2004.

SCHEDULE 3.05(c)(ii)

CSI paid off receivables financing in the amount of $320,348 in August 2003.

SCHEDULE 3.05(c)(iv)

The employment agreements with Anthony G. Roth and Steve Apesos have been amended effective as of the
Closing Date.
                                             SCHEDULE 3.10(a)

CSI entered into a Business Loan Agreement with multiple individuals with a current outstanding principal amount
of $470,000. The note is secured by all of the existing and future assets of CSI, excluding selective receivable
financing on bundled retail products. The loan is convertible into shares of the common stock of CSI after July
15, 2004.
                                          SCHEDULE 4.03(f)

Rubin Family Irrevocable Stock Trust
Jon Adams
Anne Concannon
Gerald Roth

Anthony G. Roth on behalf of Roth Financial Group Martha Ballog
EXHIBIT A

Chantal Note
  EXHIBIT B

Chantal Warrant
       EXHIBIT C

Chantal Lock-up Agreement
     EXHIBIT D

Additional Chantal Note
  EXHIBIT E

Stock Option Plan
  EXHIBIT F

Voting Agreement
           EXHIBIT G

Rubin Family Trust Voting Agreement