Wal-Mart Stores Money Services Agreement

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Document Title: MONEY SERVICES AGREEMENT
Document Date: 3/25/2008
Document Type: Agreements-Consulting/Services Agreement
Parties: MONEYGRAM INTERNATIONAL INC, MoneyGram Payment Systems, Inc, Travelers Express Company, Inc, Wal-Mart Stores, Inc
Industry: Misc. Financial Services

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WAL-MART STORES MONEY SERVICES AGREEMENT

		This Money Services Agreement ("Agreement") is between Travelers Express Company, Inc. ("Travelers Express") and MoneyGram Payment Systems, Inc. ("MoneyGram") (Travelers Express and MoneyGram collectively, "Company") and Wal-Mart Stores, Inc. ("Seller"), and shall become effective on February 1, 2005 (the "Effective Date"). The terms of the Money Transfer Addendum and Amendment dated November 2, 2001, as amended (the "Original Agreement"), shall remain in full force and effect until February 1, 2005 at which time the Original Agreement will terminate in its entirety.

		The purpose of this Agreement is to authorize Seller to sell Company"s money orders and money transfer services (the "Services").

I.		APPOINTMENT. Company appoints Seller to sell the Services only as provided in this Agreement. Seller accepts the appointment and agrees to provide the Services, in accordance with this Agreement, at all locations of Seller doing business in the United States and Puerto Rico while this Agreement is in effect, to the extent permissible by local law or regulations and not in breach of Company"s pre-existing agreements with other sellers. If Seller acquires or merges with another company, Seller shall have the option in its sole discretion to convert acquired stores to selling Company money orders and providing the Money Transfer Services pursuant to this Agreement. A list of the initial Locations is attached hereto as Schedule A " List of Locations. Seller agrees to keep Company informed from time to time of Seller"s locations and their ownership and to amend Schedule A as appropriate for the addition or deletion of Locations. Seller agrees to provide the Services during all hours of operation of the Seller"s courtesy desk. So that the Company may direct transactions accordingly, Seller agrees to notify Company of the standard hours of operation of Seller"s courtesy desk and in the event of an emergency or other situation when Seller cannot provide the regular hours of operation. Seller and Company agree that Seller shall provide the Services in all of the Locations in which Company has provided Seller access to Company"s Money Order and Money Transfer System (collectively, the "Systems"). Seller"s acceptance of any form of payment other than cash is at Seller"s sole and exclusive risk.

		Seller"s international locations that wish to offer the Services will be subject to additional or modified terms and conditions, including pricing, which will be negotiated and set forth in a mutually agreeable amendment to this Agreement.

II.		EXCLUSIVE AGREEMENT.

	a.		Except as otherwise provided in this Agreement, Seller agrees that in its Locations, it will sell only Company"s money orders and that it will not provide any money transfer service similar to the Money Transfer Services whether directly, indirectly or through a vendor or a self-service or automated method or kiosk, except pursuant to this Agreement, or an amendment hereto.

	b.		With regard to money orders, except as otherwise provided in this Agreement, Seller specifically agrees not to sell money orders for First Data Corporation, Western Union or any other money order company. This provision shall not apply to in-location banks or to existing agreements pursuant to which Seller leases space in the Locations to third parties.

	c.		[*]


¹		The appearance of [*] denotes confidential information that has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under rule 24b-2 of The Securities Exchange Act of 1934, as amended.

Test of Alternative Technology. [*] provided that it gives Company a right of first refusal for providing such technologies that may be deemed by Company a competing product or service, including a reasonable time to develop said technologies. Company"s Money Order and Money Transfer Services will also be offered in the test Locations during the test.

III.		ASSIGNMENT. Neither party may assign this Agreement without the written consent of the other party except to an entity, which controls, is controlled by or is under common control with the assigning party. Neither party may create a sub-agency. Each party represents that entering into this Agreement is not a breach of any other agreement.

IV.		SUPPLIES, EQUIPMENT AND COMPANY"S SYSTEMS.

	a.		Forms. Company will provide Seller during the term of this Agreement, without charge, with money order and money transfer forms necessary for Seller to provide the Services. Seller shall be responsible for ordering from Company such forms and supplies as needed.

	b.		Company"s Systems. Company shall supply Seller with equipment, hardware and software ("Company"s Systems") necessary for Seller to provide the Services at each of Seller"s Locations. Such equipment may include a personal computer, proprietary software (including but not limited to Company"s DeltaWorks! Software), Company"s DT3 equipment, or other equipment, hardware or software provided by Company, all of which shall be deemed part of Company"s Systems. Company grants to Seller a non-exclusive license to use Company"s Systems, for the term of this Agreement. Seller shall not remove any part of Company"s Systems from the original installation Location without first providing notice to Company. Seller agrees that it will not modify, decompile or reverse engineer any part of Company"s Systems without Company"s consent. Seller is responsible for any damage, theft or loss to any part of Company"s System in Seller"s possession or control, to the extent caused by employees of Seller, except for normal wear and tear. Seller will notify Company if any of Company"s equipment is not working properly. Upon termination of this Agreement, Seller shall return all parts of Company"s System in Seller"s possession or control, at Company"s expense. If Seller fails to return any portion thereof upon termination of this Agreement, Seller shall pay Company $1000 per Location, representing the replacement cost of such Equipment at each Location. Company will be responsible for equipment returned by Seller from the time of shipment if Seller follows Company"s instructions and properly packs and ships the equipment.

	c.		Maintenance and Upgrades. Company agrees to maintain equipment provided by Company to Seller as part of Company"s system, at Company"s own expense, including all upgrades necessary to accommodate changes that Company may make to the System. Company agrees that where possible, Company will notify Seller within 24 hours if it determines that maintenance is required on Seller"s equipment, such equipment is not functioning, or if the Money Transfer System network is not working properly. Company agrees to provide upgrades to the System as deemed necessary by Company from time to time, and as they become generally available to Company"s network. Company agrees that it will pay the cost of any enhancements or upgrades to the System necessary to accommodate changes that Company may make that were not initiated at the request of Seller or to accommodate Seller"s requirements. Seller shall provide all upgrades necessary to accommodate changes made at the request of Seller, or to accommodate Seller"s requirements. Company will provide customer service for consumers through Company"s call centers.

Telecommunication. Company at its expense will provide and maintain a dedicated telephone line or Ethernet connection between Seller"s network and Company.

V.		DEVELOPING TECHNOLOGY. Other than as otherwise stated in this Agreement, any development of future technology (including hardware and/or software) on which the Money Order Services or Money Transfer Services may be provided, and any related expenses, such as connections or telecommunications, shall be negotiated in good faith and mutually agreed between the parties. In the event that the parties agree on such technology development, the terms of the development and provision of the Services (including pricing of the Services on the modified technology) shall be documented in a future amendment to this Agreement.

VI.		INDEMNIFICATION. Each party is responsible for, and agrees to indemnify the other against any and all losses, damages and expenses, (including reasonable attorneys" fees) which such other party may sustain or incur attributable to any act or failure to act (whether negligent, dishonest, or otherwise) by the party or the party"s employee (whether or not acting within the scope of employment) in any way related to this Agreement except to the extent caused by any act or failure to act (whether negligent, dishonest or otherwise) by such other party or such other party"s employee (whether or not acting within the scope of employment.)

VII.		SECURITY AGREEMENT. Seller grants to Company a security interest in the money order materials, the proceeds of money order and money transfer sales and the right to receive payment for money orders and money transfers sold, and Seller"s rights under this Agreement. Company has the rights of a secured creditor under the Uniform Commercial Code solely with regard to the items listed above. Company agrees not to take any action on its security interest unless: i) Seller has been given prior written notice, ii) Seller"s net worth falls below 5 billion dollars, and iii) Seller is in default under this Agreement.

VIII.		INTEREST. Any amount not paid to either party when due will bear interest until paid at the annual rate of two percent above the prime rate as that prime rate may be from day to day. As used in this Agreement, "prime rate" means the prime rate published by The Wall Street Journal for corporate loans by large U.S. money center commercial banks. Interest will not exceed the amount or rate that may lawfully be charged, and any amount contracted for, charged, or taken in excess of the amount or rate allowed by law will be credited to principal or refunded.

IX.		REMEDIES. All remedies are cumulative. Delay or failure to enforce a right or pursue a remedy is not a waiver. The parties consent to jurisdiction and venue in the United States District Court for the District of Delaware, and in the courts of the state of Delaware.

X.		COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws and regulations, including laws and regulations that prohibit money laundering. Seller agrees that it will comply with local laws relating to money laundering compliance and other laws relating to its business. Company agrees that it will comply with all federal and state and local laws concerning money order licensing, regulation and money laundering compliance and will promptly advise Seller of any such laws which affect or prohibit Seller"s activities pursuant to this Agreement. The parties acknowledge that isolated incidents of non-compliance which do not constitute a pattern of non-compliance, and which do not cause either party to incur any material penalty or to be subject to any regulatory or civil enforcement action, will not be considered a breach sufficient to give rise to a right of termination of this Agreement pursuant to Section XIII, below.

XI.		NOTICES. Written notices may be sent by certified mail return receipt requested or delivered in person and must be addressed as follows:

SELLER:
Wal Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, AR 72716-8001
Attention: Senior Vice President, Wal-Mart Stores, Financial Services Division

COMPANY:
Travelers Express Company, Inc.
Attention: Contracts Administration
1550 Utica Avenue South
Minneapolis, MN 55416

XII.		ENTIRE AGREEMENT. This Agreement, including any riders, exhibits, or addenda, is the entire agreement between the parties relating to the subject of this Agreement. This Agreement can be changed only by a writing signed by both parties. If any part of this Agreement is invalid, it is severed from the rest of this Agreement, and the rest of this Agreement remains in effect.

XIII.		TERM AND TERMINATION. This Agreement is effective on the Effective Date indicated above.

	a.		The initial term of this Agreement begins on the Effective Date and continues through January 31, 2009, unless extended pursuant to the terms of paragraph e, below. This Agreement will continue in one year terms thereafter unless terminated by either party as provided in this Section XIII.

	b.		This Agreement may be terminated by either party as of the end of the initial term or at any time thereafter, by written notice given to the other party at least 180 days in advance of such termination. Either party may terminate this Agreement at any time immediately upon giving written notice if the other party has materially breached this Agreement and has failed to cure such breach within 30 days after written notice is given by the other party specifying the breach. The 30 day cure period does not apply to any failure by Seller to remit amounts owing to Company as agreed. Seller and Company shall each have as long as 5 days in which to cure an unpaid remittance if due to delays caused by Company, force majeure including but not limited to: strikes, riots, labor disputes, war or civil disturbance; court order, acts of God, computer or power failures (provided that Seller has commercially reasonable disaster recovery plans in place to protect its business) or other causes outside its reasonable control. Upon any termination, Seller will immediately remit in good funds all amounts then owing to Company. Seller remains liable to Company until Seller has fulfilled all of its obligations to Company.

	c.		Hardship Termination. In the event that due to regulatory or government prohibition that renders either party unable to continue to provide the Money Transfer Services, such party may elect to terminate this Agreement as to the Money Transfer Services only for hardship in accordance with the following provisions. Before electing such a hardship termination, the party so electing shall provide the other party with 180 days (or such shorter period if required by law) advance written notice of its intention to terminate including the section of the law or regulations or government action that gives rise to the prohibition. The non-terminating party shall then have the right to either accept such notice of termination or object to the termination. If the non-terminating party objects to the hardship termination then such party shall provide written notice of its objection and rationale no later than 30 days after its receipt of the notice of termination. Upon objection by the non-terminating party, the matter shall be submitted to dispute resolution pursuant to the provisions of Section XVI hereof; provided, however, following a hardship termination hereunder by Company, Seller may engage a third party to provide money transfer services for the remainder of the current term of this Agreement.

	d.		Termination for Material Adverse Change. In the event that, in the commercially reasonable good faith judgment of Company, there has been a material adverse change in Company"s business or network of representatives due in whole or in substantial part to the provision of Money Transfer Services by Seller hereunder, then Company shall have the right to terminate this Agreement as to the Money Transfer Services only. Before electing such a termination, Company shall provide Seller with 180 days advance written notice of its intention to terminate including a description of the material adverse change. Seller shall then have the right to accept such notice of termination or object to the termination. If Seller objects to the termination, then Seller shall provide written notice of its objection and rationale no later than 30 days after its receipt of the notice of termination. Upon objection by the Seller, the matter shall be submitted to dispute resolution pursuant to the provisions of Section XVI hereof; provided, however, following a material adverse

			change termination hereunder by Company, Seller may engage a third party to provide money transfer services for the remainder of the current term of this Agreement.

			Within 30 days after any termination in accordance with this Section XIII, the parties shall conduct a final accounting to determine the final amounts due and owing between them for transactions completed prior to the termination date. All such amounts shall be paid immediately following such accounting. If the termination is for hardship or material adverse change in accordance with this Section XIII, then no further damages or other compensation shall be payable by either party. The provisions of this Agreement regarding (i) the return of Company"s equipment and other property, including Seller"s payment therefore, and (ii) each party"s indemnification rights under Section VI shall remain in effect subsequent to the termination of this Agreement.

	e.		Extension of Term. In addition to the Commissions specified herein, Seller shall be entitled to an extension payment, as follows ("Extension Payment"):

(i)

Extension Options - On or before the eve of each anniversary of this Agreement (January 31 of each year during the initial term of this Agreement) Seller shall have the option to extend the term of this Agreement by one year (to January 31, 2010) or two years (to January 31, 2011). Seller shall be entitled to an Extension Payment of an additional [*] of the applicable Consumer Fee in extending the Agreement by one year (to January 31, 2010) or an additional [*] of the applicable Consumer Fee by extending the Agreement by two years (to January 31, 2011). The Extension Payment would apply to the applicable Consumer Fee beginning on the following February 1^st, and continuing for the remaining term of this Agreement.

Unless otherwise agreed by both Seller and Company, in no event shall Seller be entitled to exercise options to extend the term of this Agreement by more than two additional years extending this Agreement beyond January 31, 2011, or be entitled to extension payments increasing its base commission by more than [*].

(ii)

Extension Notification - Seller will notify Company in writing of intent to exercise one of the extension options described above on or before the eve of the anniversary date (January 31 of each calendar year) to allow for administrative execution of the additional applicable Performance Bonus referenced in Money Transfer Section 6.b..

XIV.		SIGNAGE/ADVERTISING/PROPRIETARY MATERIAL.

		Seller shall be solely responsible for advertising and promoting Seller branded Services, including providing all signage and shall pay all costs and expenses of such advertising. Seller and Company understand that the decision to display signage at Seller Locations will be made on a location by location basis. Seller will comply with Company branding standards. Seller agrees to use its good faith efforts to promote the sale of the Services according to a mutually agreed upon marketing plan, budget and schedule, both at the corporate level as well as at the individual Locations.

		Company shall be solely responsible for advertising and promoting the MoneyGram branded Money Order, Money Transfer and Express Payment network generally, and shall pay all costs and expenses of such advertising.

		Company hereby grants to Seller and Seller hereby grants to Company, a limited, non-exclusive, non-transferable, royalty-free license to use, solely for use in connection with the Services during the term of this Agreement, the other party"s name, logo, trademarks, service marks, related trade names and company names and other identifying marks (collectively "Marks"). Each use of a party"s Marks hereunder by the other party shall be subject to the prior written approval by such first party of the form, content and proposed use of the materials in which the Marks are to be used.

		Each party will use materials containing the other party"s Marks for the benefit of such other party, and will immediately stop using such materials upon termination of this Agreement. Each party will return the materials to the other party or destroy them, as determined to be the most economical means by the party which is the owner of the Marks used therein, within 14 business days of a request for return or destruction.

		Company may use Seller"s name and Locations in any listing of Money Transfer Services network locations, materials and medium, and Seller hereby approves such use.

XV.		CONFIDENTIALITY. The parties agree to keep confidential the terms and conditions of this Agreement. Neither party will issue a press release except by agreement with the other party.

XVI.		DISPUTE RESOLUTION. The parties agree to resolve any disputes in accordance with the following procedures:

	a.		If any controversy arises from or relates to this Agreement or the performance or breach thereof ("Dispute"), the parties shall make an effort to negotiate a resolution in accordance with this Section XVI. If either party declares that a Dispute exists, the parties agree to use their best efforts and to attempt in good faith to resolve the Dispute promptly by negotiations between the designated representatives having authority to settle the Dispute. Either party may give the other party written notice of any Dispute not resolved in the normal course of business ("Notice of Dispute"). Within 30 days after receipt of the Notice of Dispute by the receiving party, the receiving party shall submit to the other a written response which shall include a statement of such party"s position. Within 90 days following receipt of such Notice of Dispute the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. In the event that these business-oriented negotiations are unsuccessful in resolving a Dispute, the parties shall escalate the Dispute first to the highest ranking officer of the party who shall have operational responsibility for the Service and in turn to the Vice President and General Manager Global Funds Transfer of MoneyGram and Senior Vice President Wal-Mart Stores, Financial Services Division respectively as necessary in further attempt to resolve the Dispute.

	b.		In the event a Dispute has not been resolved by negotiation, then the parties agree that Delaware law shall apply.

XVII.

TRAINING.

	a.		Seller agrees to use its good faith efforts to train its employees on Company"s products and services, including compliance procedures. Seller may request assistance from Company, at Seller"s expense.

	b.		Seller will develop computer based learning ("CBL") modules for the Money Transfer Services, to be included with Seller"s other CBL training.

XVIII.		DEFINITIONS. Except as otherwise set forth in the Agreement, the terms below shall be defined as follows:

		"Adjusted Company Consumer Fee" means the Company Consumer Fee, adjusted as provided in Section 4 under Money Transfers.

		"Company Consumer Fee" means the published consumer fee (exclusive of temporary price promotions of less than 90 days duration) that Company directs its representatives (other than Seller) to collect from each consumer sender for the Company"s Money Transfer Services without regard to the MoneySaver value program or any other loyalty program.

		"Commissions" means amounts payable by Company to Seller as a commission on any Transfer Send, Transfer Receive, or Express Payment transaction; each as further specified in Section 6 under Money Transfers.

		"Company"s Money Order and Money Transfer System" means hardware, software and/or specifications provided by Company to Seller to allow Seller to perform Money Order Services and/or Money Transfer Services, including, but not limited to Company"s DT3 equipment, DeltaWorks! software, MoneyWorks! software, Agent Connect specification or other proprietary software, hardware, information or materials.

		[*]

		"Confidential Information" means Company"s confidential business or technical information, including without limitation, terms and conditions of this Agreement, training materials, transaction software, Identification Number, PIN, Company"s written policies and procedures and all data regarding consumers which Seller obtains solely as a result of offering Money Transfer Services.

		"Contract Year" means each successive period of 12 months starting on February 1 of each year, and ending on the day prior to the anniversary of that date.

		"Corridor" means any Market pair designated by Company from time to time, made up of a Market from which a transaction is sent and the Market in which the sending consumer designates the transaction is to be received.

		"Currency Exchange Spread" for any money transfer transaction shall be an amount computed as follows: (a) The amount that would be paid out in local currency for the Transfer Amount shall be computed at the average currency conversion rate offered by the applicable money transfer company during the previous 30 days; (b) The amount that would be paid out in local currency shall then be computed as though the Transfer Amount would be paid out in local currency at a currency conversion rate equal to the average rate specified by Bloomberg during the same 30-day period for the purchase of such local currency ("Bloomberg Rate"); (c) The difference between the result obtained in (b) and the result obtained in (a) shall be converted to U.S. dollars at the Bloomberg Rate and shall be considered the Currency Exchange Spread.

		"Designated Marketing Area" means a designated market area as defined by Nielsen Media Research.

		"ExpressPayment" means the Company"s emergency bill payment service pursuant to which consumers may pay bills at Seller locations for same-day credit to billers with whom Company has contracted.

		"Good Reason" means any event outside the control of Company that increases the cost to Company of processing money transfer transactions for a Corridor or Corridors as to which Seller completed at least twenty percent (20%) of its Transfer Send transactions during the previous twelve months. "Good Reason" includes but is not limited to: increases in the cost of providing telecommunications services to receiving agents in the Corridor, increased or new application of taxes, including withholding taxes, to money transfer transactions (other than U.S. taxes imposed generally on corporate income), increased or different levels of regulatory compliance applicable to the Corridor or the money transfer business generally, heightened security or other measures required by law or regulation, war, riots, or natural disaster.

		"Location" means a retail store facility operated by Seller from which Money Transfer Services and Money Orders are offered. The initial Locations are identified in the List of Locations (Schedule A) attached hereto.

		"Market" means an area designated by Company from time to time, which shall be a Designated Marketing Area or larger geographical area from which transactions are sent and a country in which transactions are received.

		"Money Order Services" means the money orders, supplies, reconciliation, and related services provided by Company to Seller pursuant to this Agreement.

		"Money Transfer Services" means the Transfer Send, Transfer Receive and ExpressPayment transactional services offered by Company under the trade or service mark MoneyGram", "Wal-Mart International Money Transfer by MoneyGram" or any other name, trade name or service mark Company and Seller may designate.

		"MoneySaver" means the Company"s loyalty program that provides participating consumers with better value based on the availability of additional information regarding the consumer and his or her money transfer transaction history through participation in the program.

		"Multi-Currency System" means a proprietary system developed by Company that enables Company to set currency exchange rates among local currencies.

		"Total Consumer Cost" as to transactions completed entirely in U.S. dollars, and transactions in any Corridor where the Multi-Currency System is not in effect, means the total consumer fee or charge (as adjusted by any applicable loyalty or similar program) for the representative Transfer Amount but not including any Currency Exchange Spread. For any Corridor as to which the Multi-Currency System is in effect, the Total Consumer Cost shall include the total consumer fee or charge (as adjusted by any applicable loyalty or similar program) for the representative Transfer Amount plus the Currency Exchange Spread. The representative Transfer Amounts shall be $300 and $500 only.

		"Transfer Amount" means the funds collected from a consumer for the purpose of being transferred to a recipient, excluding all applicable Wal-Mart Consumer Fees.

		"Transfer Receive" means the transactional segment of Money Transfer Services wherein Seller receives a request to disburse funds in accordance with Money Transfer Section 6 of this Agreement

		"Transfer Send" means the transactional segment of Money Transfer Services wherein Seller collects the Transfer Amount and Wal-Mart Consumer Fee from a consumer and initiates an electronic request to the Company to disburse funds in accordance with Money Transfer Section 5 of this Agreement.

		"Wal-Mart Consumer Fee" means the fee, as established by Seller in accordance with the terms of this Agreement, which Seller shall charge each consumer sender for the Money Transfer Services.

XIX.		GENERAL PROVISIONS.

		a. This Agreement may be signed in counterparts, but will not be effective until each party has signed at least one copy of this Agreement. Each signed copy of this Agreement will be an original of this Agreement, but all signed copies of this Agreement together will amount to one and the same Agreement. The parties agree that copies of executed documents received via facsimile will be deemed to be originals for all purposes.

		b. As of February 1, 2005, this Agreement supercedes any and all agreements, either oral or written, between the parties hereto with respect to the subject matter hereof (including the Original Agreement between the parties) and contains all the covenants and agreements between the parties with respect thereto. Notwithstanding the foregoing, any existing agreement or obligation of the parties relating to confidentiality or non-disclosure of information shall remain in effect.

MONEY ORDERS

Company issues money orders, which are drafts drawn by Company on Company. Company is liable under the law to pay the money orders when they are presented for payment and agrees to do so unless Company has a legal defense. Seller does not acquire any right, title, or interest in the money orders. All money orders remain the property of the Company.

1.		SALES. Seller"s acceptance of any form of payment other than cash is at Seller"s sole and exclusive risk, and Seller shall be liable to Company for the face amounts of all money orders sold by Seller, regardless of whether Seller ultimately receives payment. Seller agrees to imprint each money order with the amount. Seller will not issue a money order for more than $1000.00 per item. In addition, until otherwise agreed, Seller shall have the right to issue money orders payable to its vendors in face amounts up to but not exceeding $9,999.99 per item. Seller is authorized to use money orders for its own or its affiliates" obligations for payments to store vendors, on an as-needed basis.

		Seller agrees to suspend selling Company money orders immediately upon written notice from Company of termination of this Agreement.

2.		COMPENSATION. As compensation for the Money Order Services, Seller agrees to make fee payments to Company or Company agrees to make rebates to Seller as follows. The fee or rebate will be recalculated after each calendar quarter based on the previous quarter"s volume. The new fee/rebate will be effective on the first day of the following quarter. Should Seller be eligible for a fee rebate based on the schedule below, the rebate will be paid within 30 days after the end of the applicable calendar quarter.


Average Items/Store/Month		Fee or Rebate per Item
Below [*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*] and above		[*]

Dispenser Fee: None

CARE OF BLANK INSTRUMENTS. Seller agrees to use reasonable care to keep blank money orders safe at all times and safeguard equipment and unissued money orders. Company will be responsible for loss of blank money order forms only when all of the following conditions occur:

	a.		Seller is not at fault, or negligent, or in breach of this Agreement;

	b.		Seller has given the same protection to the blank money order forms that a reasonably prudent person would give to his own cash; and

	c.		Company receives notice, including the serial numbers of the missing blank money orders, by telephone within 24 hours of the time that Seller learns (or should have known) of such loss.

4.		REQUESTS FOR STOP PAYMENTS. Seller has no legal right to stop payment of Company"s money order. Seller may request that Company refuse payment of a money order sold by Seller. If Company stops payment of a money order at Seller"s request, Seller agrees to indemnify Company against claims of a holder and pay the reasonable expenses and attorneys" fees to defend any legal action that results.

5.		FINANCIAL RESPONSIBILITY. Each party agrees to maintain a sound financial condition. Company will maintain funds sufficient to pay its money orders when they are presented for payment.