ELECTRONIC COMMUNICATION AGREEMENT

Dated: December 18, 2006.  Any subsequent changes to this Electronic Communication Agreement will be dated and can be found and read in the corresponding Electronic Communication Agreement on the ProPay Canada website.

This Agreement is made and entered into by and between ProPay Financial Solutions Canada, Inc., doing business as ProPay Canada and you, the ProPay or ProPay Payments Account holder.  The words “you” and “your” refer to the person who has applied for and accepted or used a ProPay Account or ProPay Payments Account, including any authorized user of the Account.  “ProPay Account,” “ProPay Payments Account,” or “Account” refers to the Account set-up by ProPay that includes the capability of electronic communication and disclosure of Account Information.  “ProPay Financial Solutions Canada, Inc., “ProPay Canada” “we,” “our,” and “us” refer to ProPay Financial Solutions Canada, Inc., a Utah Corporation and its corporate partners or affiliates. 

You consent to receiving all communications from ProPay Canada electronically.  This consent is described below.  Please read it carefully.

1. Applying Electronically. You must apply to enter into the Agreement with us electronically.

2. Electronic Communications. All ProPay Canada Agreements and Policies, all amendments to any of these Agreements and Policies, all documents related to these Agreements and any notices, instructions, agreements, or any other communications regarding Transactions and your Agreements (all of which are referred to herein as the "Communications") may be presented, delivered, stored, retrieved, and transmitted electronically. You agree and consent to the collection, use, storage and disclosure of your personal information by ProPay Canada for the purposes of ProPay Canada providing to you a ProPay Account. You also acknowledge and agree that certain personal information relating to you and your business, will be collected, used and retained by ProPay Canada in accordance with ProPay Canada’s Privacy Policy, and you hereby consent to the same.  A copy of ProPay Canada’s Privacy Policy is available at www.propay.ca/popup/epolicy.aspx.

3. Executing Transactions Electronically. These Agreements, Policies and Transactions thereunder can only be executed using electronic records and electronic signatures, except as otherwise provided for in the Payment Services Agreement.

4. Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the necessary hardware and software capabilities. The minimum hardware and software specifications required by ProPay are detailed in the continuation of this Section.  You are required to provide and maintain your own hardware and software.  For access to ProPay Canada’s website via the internet, at a minimum, you must provide:  (1) An Internet browser that supports 128-bit encryption, such as Netscape Navigator version 4.0 or above or Internet Explorer version 4.0 or above, (2) a personal computer, operating system, and telecommunications connections to the Internet capable of supporting the foregoing, (3) Sufficient electronic storage capacity on your computer’s hard drive or other data storage unit and (4) a printer that is capable of printing from the applicant’s browser and e-mail software.  It is highly recommended that you use a firewall and frequently updated anti-virus software.  Your consent to do business electronically, and our agreement to do so, also applies to the establishment and maintenance of any account or Transaction in connection with your Agreements and Policies.

5. Withdrawal of Consent. You have the right to withdraw your consent to doing business under these Agreements and Policies electronically at any time. Given that ProPay Canada conducts its business electronically, if you withdraw your consent to do business under these Agreements and Policies electronically, ProPay Canada will not longer be able to provide you with a ProPay Account and accordingly, your Payment Services Agreement will be terminated, as provided in the application Sections of said Agreements. However, any Communication or Transaction between us during the period after your consent to doing business electronically, and before your withdrawal of such consent, will be valid and binding on all parties and you must comply with the other requirements of these Agreements and Policies.

6. Changes to Your Contact Information. You must keep us informed of any change in your electronic or mailing address or other contact information.  You shall provide ProPay Canada notice of any change to your contact information, including your email address, by contacting ProPay Canada Customer Service at  www.propay.ca/customerservice.

7. Printing. You should print this document and keep a copy in your files.

8. Paper Copies. If you wish to obtain paper copies of Communication and Transaction, you may contact Customer Service at www.propay.ca/customerservice to determine if paper copies or summaries are available and the cost of providing them to you.

9. Consent. When you select the "Submit" button, you agree to all the terms above and contained in this Agreement regarding conducting business electronically. By selecting the “Submit” button, you hereby acknowledge that you have read and understand the terms and conditions of this Electronic Communication Agreement which have been set forth above, and that you agree to be bound by the terms and conditions of this Agreement.  Further, you understand that your act of checking the “Submit” button represents your electronic signature and represents your authorization to be bound by this Agreement and your intent that this Agreement has legal and binding effect. You also hereby represent and warrant that this Agreement will not violate any law, or conflict with any other agreement to which you are subject.