Notification of Changes

ProPay is required to notify you, the merchant, that as a result of a class action lawsuit between Wal-Mart and Visa/MasterCard, you now have the right to elect not to accept either Visa/MasterCard - branded Point-of-Sale (POS) Debit Devices* or other Visa/MasterCard - branded card programs. The acceptance option becomes effective 1 January 2004. Details regarding this change are specified below.

As a result of the settlement reached in the lawsuit In re Visa Check/MasterMoney Antitrust Litigation (United States District Court, Eastern District of New York Case No. 96-CV- 5238 (JG): Effective January 1, 2004, you have the ability to elect to discontinue acceptance of either Visa/MasterCard credit or Visa/MasterCard consumer debit (which includes Visa/MasterCard prepaid cards, [i.e. non-PIN debit]). If you decide to stop accepting one of these product categories under your existing agreement, you must notify ProPay in writing at least thirty days before the date you will stop.

It is anticipated that the vast majority of merchants will continue to accept all MasterCard and Visa branded cards, in order to maximize their potential revenue. If you do not want to change your current acceptance of both Visa/MasterCard credit and Visa/MasterCard debit cards, no action is required.

*POS Debit Devices Include:

• Signature debit cards
• Prepaid cards
• Stored value cards
• Electronic benefits transfer (EBT) cards
• Payroll cards