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Company Profile
                                                                      Overview
ePC identify the prospective merchant customers, market our processing services to
them and enroll them with the processing bank. As part of the processing contract, we
negotiate the merchant’s cost per transaction, the discount rate, that is a percentage
of the transaction amount. After leasing or selling the card-swipe terminal to the
merchant, we select the electronic data communications network, which will provide
two-way communications between the merchant’s terminal and the processing bank.

ePC also directly negotiate with the network provider for volume discounts and provide
ongoing servicing of the terminal for the merchant to insure the system works as
efficiently as possible. It is important to note that the other parties to an electronic
transaction are largely transparent to the merchant. The merchant usually only knows
ePC.

ePC brings the merchant into the system and is typically the single source responsible
for the merchant’s satisfaction. Because of this role, ePC adds significant value to the
company’s relationship with the merchant as well as the processing bank.

Because the needs of companies vary by industry, ePC develops specialized products
to meet the demands of vertical markets such as retail, restaurant, professional
services, Travel and Entertainment and gaming. These specially tailored products
integrate with and enhance the functionality of leading point-of-sale applications.

ePC also develops and markets products providing alternative payment methods.
These emerging technology developments offer advantages to consumers, retailers,
and financial institutions alike and include electronic check conversion and Web-based
purchasing cards. ePC is also a leader in the field of wireless transaction processing.
With wireless, high-speed card authorization services, merchants can now accept credit
cards, debit cards and checks in areas where telephone dial-up is not feasible.

From eCommerce applications to mobile commerce services and ATMs to merchant
POS terminals, ePC has developed an increasingly sophisticated product suite that
includes proprietary compliant technology and leverages a broad spectrum of
electronic commerce revenue opportunities.

Whatever your business goals and objectives, ePayment Consultants has a transaction
processing solution to meet your specific needs. ePC facilitates your success in highly
competitive markets by reducing operating costs and providing superior service.




                                         Page 2
Company Profile
                                                                    Overview
Our flexible end-to-end payment services streamline everything from terminal support
to merchant account and settlement, so you can run your business more efficiently and
profitably.

Rely on ePayment Consultants to meet every aspect of your electronic processing
needs, from traditional transaction processing to emerging payment technologies to
user-friendly money transfer services.




                                       Page 3
Company Profile
                                                              Management Team
Paul Nee, Chairman & CEO – Mr. Nee has twenty-three years in operational,
information systems, and sales management in the credit card transaction and data
communications technology industries. Mr. Nee founded ePayment Consultants (ePC)
in February 2001.

Prior to ePC, he served as Chief Operating Officer for National Sales and Network
Operations at ThruComm, Inc, a wireless private national proprietary network.

He has navigated the second largest US credit card processor through a re-tooling of
their Regional Sales Program and created numerous automated service efficiencies
while serving as a Senior Vice President of Operations for National Processing
Company (NYSE: NAP).

As Executive Vice President, Mr. Nee controlled all operations and acquisitions of an
S&P 500 company, PMT Services (NASDQ: PMTS), as they merged with 36 companies
in three years. Early in his career, and during a 10 year time period, Mr. Nee gained
relevant experience directing various operations for Nova Information Systems,
NaBANCO and American Express Company.

Mr. Nee is 50 years of age, married with two children. He received his Bachelor’s
degree from the University of Florida in 1982 and finished in the executive Masters
Business Administration Program at Nova University sponsored by American Express
Company in 1988.

Daniel Dicken, President, - Mr. Dicken has 15 years of sales management
experience in the bankcard industry. He started his credit card processing career as an
Account Executive for Cherry Payment Systems in 1990.

In 1992, Dan joined Financial Alliance and quickly became their top Sales
Representative, was later promoted to Louisville District Manager and then to Eastern
Regional Manager. In February of 1998, National Processing Company (NPC), the
second largest processor in the US, acquired Financial Alliance and Dan was promoted
to Vice President of Sales for the Eastern United States. In October of 2004, Bank of
America acquired NPC and Dan was named Senior Vice President of National Sales.

Mr. Dicken joined ePayment Consultants in 2005 to manage their direct sales team.

Mr. Dicken is 46 years of age, married with three children. Dan received his Bachelor’s
degree from the University of Kentucky in 1985.




                                        Page 4
Joseph A. Nicholas, Senior Vice President, - Mr. Nicholas has 13 years of Sales &
Marketing experience in the Bankcard industry. He started his Merchant Services
career as an account representative for Financial Alliance in 1993. After excellent sales
performance at Financial Alliance, in 1996 Mr. Nicholas was recruited by U.S. Wireless
Data to market a wireless data communication network created to serve the needs of
the Electronic Funds Transfer (EFT) industry.

In August of 1998, after the National Processing Company’s (NPC) acquisition of
Financial Alliance, Mr. Nicholas returned to NPC as the District manager for the
Kentucky market. During his tenure as District manager for Kentucky, Mr. Nicholas’s
team led all of NPC in both the number of merchants added and the cost to acquire
those merchants.

In 2002 Mr. Nicholas accepted the position of Vice President of Gemini Card in Fort
Collins, Colorado. Gemini Card manufactures, prints, and encodes information onto gift
cards for the Gift card industry.

Mr. Nicholas joined ePayment Consultants in 2005 to work with Mr. Dicken and help
manage their direct sales team.

Mr. Nicholas is 47 years of age, married with 1 child. Jody received his Bachelor’s
degree in Economics from the University of Kentucky in 1982.




                                         Page 5
Company Profile
                                                              Operations & Sales

Operations – ePC has three wholly owned operating facilities in the US. They are
located in Louisville, Kentucky – Destin, Florida - and Plainview, New York. In these
three operating groups, all systems and communications are linked, synchronized and
have real-time redundancy. Any one operation can act independently and serve all the
needs of our customers, sales entities and partners. When ePC was formed, and hiring
talent was paramount, the company decided to open operations outside of Louisville to
save relocating expenses and to preserve the quality of life for our employees.

Sales – ePC uses a large network of independent sales entities ranging from individual
referral agents, Independent Sales Organizations, Business Associations, Banks, and
Credit Unions throughout the US. In addition, ePC has a direct sales force operating in
Cincinnati and Louisville.

    ePC’s sales footprint is currently in the following twenty-one states:



                                       Alabama
                                      California
                                        Florida
                                        Georgia
                                         Hawaii
                                        Indiana
                                       Kentucky
                                       Louisiana
                                         Maine
                                       Maryland
                                    Massachusetts
                                     New Mexico
                                      New York
                                          Ohio
                                    North Carolina
                                    South Carolina
                                      Tennessee
                                         Texas
                                          Utah
                                        Virginia
                                     Washington




                                        Page 6
Company Profile
                                                                       Partners

HSBC - Headquartered in London, HSBC is one of the largest banking and financial
services organizations in the world. HSBC's international network comprises over 9,800
offices in 77 countries and territories in Europe, the Asia-Pacific region, the Americas,
the Middle East and Africa.

With listings on the London, Hong Kong, New York, Paris and Bermuda stock
exchanges, shares in HSBC Holdings plc are held by nearly 200,000 shareholders in
some 100 countries and territories. The shares are traded on the New York Stock
Exchange in the form of American Depositary Receipts.

Through an international network linked by advanced technology, including a rapidly
growing e-commerce capability, HSBC provides a comprehensive range of financial
services: personal financial services; commercial banking; corporate, investment
banking and markets; private banking; and other activities.




       globalpayments
Global Payments Inc. (NYSE: GPN) - is a leading provider of electronic transaction
processing services for consumers, merchants, Independent Sales Organizations
(ISOs), financial institutions, government agencies, multi-national corporations and
gaming establishments located throughout the United States, Canada, Latin America
and Europe.

Using Global’s platform, ePayment Consultants offers a comprehensive line of
processing solutions for credit and debit cards, business-to-business purchasing cards,
gift cards, electronic check conversion and check guarantee, check verification and
recovery, as well as terminal management. The company also provides consumer
money transfer services from the U.S. and Europe to destinations in Latin America,
Morocco, and the Philippines.
GlobalPayments’ platform currently processes over 2.7 billion transactions per year and
serves more than one million small business locations through its electronic information
network.




                                         Page 7
Company Profile
                                                                 Growth Strategy


The specific market to which ePC directs its resources is the small and medium
independent retailers. These merchants are widely dispersed across the United States,
and because of their small size, they can be difficult and expensive to contact. Unlike
merchants in regional or national chains, ePC targeted merchants that have a low
volume of credit card transactions, on average only about 70 per month, and their
technology needs are relatively uncomplicated.

The competitors with the largest market share in the overall industry, typically the
large vertically integrated transaction processors, have generally ignored ePC’s target
market to concentrate on the regional and national chains. Their organizations are
primarily focused on high volume accounts with sophisticated technology needs, and
their return on pursuing an account in ePC’s market, which is usually a single, low
volume location, is too low in relation to the cost of the sale.




                                        Page 8
Industry Profile
                                                                         Money Trail

This pie chart illustrates the division of a discount rate for a hypothetical transaction in
which the merchant pays a 2% discount rate on a $100 purchase. ePC records the
$2.00 discount as its revenue and subtracts payment obligations to the other parties in
the transaction.




This illustrates that the majority of the discount collected from a merchant is booked
as income to the cardholder bank which issues the actual plastic credit & debit cards.
A large portion of their revenue goes to advertising and developing card acceptance in
traditional, non-traditional markets, and emerging markets.




                                           Page 9
Industry Profile
                                                                    US Card Growth

The growth of the electronic credit card authorization and payment business has been
driven by the dramatic increase in the number of credit cards in use in the United
States. The elation felt by general-purpose card issuers in 2004 is the result of which a
total Visa, MasterCard, Discover, and American Express charge volume eclipsed the $1
trillion barrier.

At the same time, bankcard issuers’ profits continued to head north for the 5 th
consecutive year amidst a record setting economic expansion. Collective Visa and
MasterCard issuer profits totaled $9.2 billion in 2004, up 7% according to Credit Card
Management. In addition, companies like ePC, merchant acquirers, also saw a jump in
transaction counts. Over the last three years it is reported that acquirers have been
growing at a rate of 13% per year. Much of the growth is being attributed to off-line
debit card volume. Altogether the top 10 acquirers reported $842.9 billion in
transactions for 2004. Total transactions for that group approached 15 billion
transactions.


The universe of merchants which accept credit cards can be segmented
            into several markets, which is illustrated here:




                            50,000            Large, High Volume National Accounts

                        250,000                    Medium Volume Regional Chains

                  1.1 million                          Medium Independent Retailers

              1.4 million                                  Small Independent Retailers


          2.0 million                                         Merchants that do not accept
                                                                     Credit Cards




                                         Page 10

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E Pc Company Profile 12 07

  • 1.
  • 2. Company Profile Overview ePC identify the prospective merchant customers, market our processing services to them and enroll them with the processing bank. As part of the processing contract, we negotiate the merchant’s cost per transaction, the discount rate, that is a percentage of the transaction amount. After leasing or selling the card-swipe terminal to the merchant, we select the electronic data communications network, which will provide two-way communications between the merchant’s terminal and the processing bank. ePC also directly negotiate with the network provider for volume discounts and provide ongoing servicing of the terminal for the merchant to insure the system works as efficiently as possible. It is important to note that the other parties to an electronic transaction are largely transparent to the merchant. The merchant usually only knows ePC. ePC brings the merchant into the system and is typically the single source responsible for the merchant’s satisfaction. Because of this role, ePC adds significant value to the company’s relationship with the merchant as well as the processing bank. Because the needs of companies vary by industry, ePC develops specialized products to meet the demands of vertical markets such as retail, restaurant, professional services, Travel and Entertainment and gaming. These specially tailored products integrate with and enhance the functionality of leading point-of-sale applications. ePC also develops and markets products providing alternative payment methods. These emerging technology developments offer advantages to consumers, retailers, and financial institutions alike and include electronic check conversion and Web-based purchasing cards. ePC is also a leader in the field of wireless transaction processing. With wireless, high-speed card authorization services, merchants can now accept credit cards, debit cards and checks in areas where telephone dial-up is not feasible. From eCommerce applications to mobile commerce services and ATMs to merchant POS terminals, ePC has developed an increasingly sophisticated product suite that includes proprietary compliant technology and leverages a broad spectrum of electronic commerce revenue opportunities. Whatever your business goals and objectives, ePayment Consultants has a transaction processing solution to meet your specific needs. ePC facilitates your success in highly competitive markets by reducing operating costs and providing superior service. Page 2
  • 3. Company Profile Overview Our flexible end-to-end payment services streamline everything from terminal support to merchant account and settlement, so you can run your business more efficiently and profitably. Rely on ePayment Consultants to meet every aspect of your electronic processing needs, from traditional transaction processing to emerging payment technologies to user-friendly money transfer services. Page 3
  • 4. Company Profile Management Team Paul Nee, Chairman & CEO – Mr. Nee has twenty-three years in operational, information systems, and sales management in the credit card transaction and data communications technology industries. Mr. Nee founded ePayment Consultants (ePC) in February 2001. Prior to ePC, he served as Chief Operating Officer for National Sales and Network Operations at ThruComm, Inc, a wireless private national proprietary network. He has navigated the second largest US credit card processor through a re-tooling of their Regional Sales Program and created numerous automated service efficiencies while serving as a Senior Vice President of Operations for National Processing Company (NYSE: NAP). As Executive Vice President, Mr. Nee controlled all operations and acquisitions of an S&P 500 company, PMT Services (NASDQ: PMTS), as they merged with 36 companies in three years. Early in his career, and during a 10 year time period, Mr. Nee gained relevant experience directing various operations for Nova Information Systems, NaBANCO and American Express Company. Mr. Nee is 50 years of age, married with two children. He received his Bachelor’s degree from the University of Florida in 1982 and finished in the executive Masters Business Administration Program at Nova University sponsored by American Express Company in 1988. Daniel Dicken, President, - Mr. Dicken has 15 years of sales management experience in the bankcard industry. He started his credit card processing career as an Account Executive for Cherry Payment Systems in 1990. In 1992, Dan joined Financial Alliance and quickly became their top Sales Representative, was later promoted to Louisville District Manager and then to Eastern Regional Manager. In February of 1998, National Processing Company (NPC), the second largest processor in the US, acquired Financial Alliance and Dan was promoted to Vice President of Sales for the Eastern United States. In October of 2004, Bank of America acquired NPC and Dan was named Senior Vice President of National Sales. Mr. Dicken joined ePayment Consultants in 2005 to manage their direct sales team. Mr. Dicken is 46 years of age, married with three children. Dan received his Bachelor’s degree from the University of Kentucky in 1985. Page 4
  • 5. Joseph A. Nicholas, Senior Vice President, - Mr. Nicholas has 13 years of Sales & Marketing experience in the Bankcard industry. He started his Merchant Services career as an account representative for Financial Alliance in 1993. After excellent sales performance at Financial Alliance, in 1996 Mr. Nicholas was recruited by U.S. Wireless Data to market a wireless data communication network created to serve the needs of the Electronic Funds Transfer (EFT) industry. In August of 1998, after the National Processing Company’s (NPC) acquisition of Financial Alliance, Mr. Nicholas returned to NPC as the District manager for the Kentucky market. During his tenure as District manager for Kentucky, Mr. Nicholas’s team led all of NPC in both the number of merchants added and the cost to acquire those merchants. In 2002 Mr. Nicholas accepted the position of Vice President of Gemini Card in Fort Collins, Colorado. Gemini Card manufactures, prints, and encodes information onto gift cards for the Gift card industry. Mr. Nicholas joined ePayment Consultants in 2005 to work with Mr. Dicken and help manage their direct sales team. Mr. Nicholas is 47 years of age, married with 1 child. Jody received his Bachelor’s degree in Economics from the University of Kentucky in 1982. Page 5
  • 6. Company Profile Operations & Sales Operations – ePC has three wholly owned operating facilities in the US. They are located in Louisville, Kentucky – Destin, Florida - and Plainview, New York. In these three operating groups, all systems and communications are linked, synchronized and have real-time redundancy. Any one operation can act independently and serve all the needs of our customers, sales entities and partners. When ePC was formed, and hiring talent was paramount, the company decided to open operations outside of Louisville to save relocating expenses and to preserve the quality of life for our employees. Sales – ePC uses a large network of independent sales entities ranging from individual referral agents, Independent Sales Organizations, Business Associations, Banks, and Credit Unions throughout the US. In addition, ePC has a direct sales force operating in Cincinnati and Louisville. ePC’s sales footprint is currently in the following twenty-one states: Alabama California Florida Georgia Hawaii Indiana Kentucky Louisiana Maine Maryland Massachusetts New Mexico New York Ohio North Carolina South Carolina Tennessee Texas Utah Virginia Washington Page 6
  • 7. Company Profile Partners HSBC - Headquartered in London, HSBC is one of the largest banking and financial services organizations in the world. HSBC's international network comprises over 9,800 offices in 77 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. With listings on the London, Hong Kong, New York, Paris and Bermuda stock exchanges, shares in HSBC Holdings plc are held by nearly 200,000 shareholders in some 100 countries and territories. The shares are traded on the New York Stock Exchange in the form of American Depositary Receipts. Through an international network linked by advanced technology, including a rapidly growing e-commerce capability, HSBC provides a comprehensive range of financial services: personal financial services; commercial banking; corporate, investment banking and markets; private banking; and other activities. globalpayments Global Payments Inc. (NYSE: GPN) - is a leading provider of electronic transaction processing services for consumers, merchants, Independent Sales Organizations (ISOs), financial institutions, government agencies, multi-national corporations and gaming establishments located throughout the United States, Canada, Latin America and Europe. Using Global’s platform, ePayment Consultants offers a comprehensive line of processing solutions for credit and debit cards, business-to-business purchasing cards, gift cards, electronic check conversion and check guarantee, check verification and recovery, as well as terminal management. The company also provides consumer money transfer services from the U.S. and Europe to destinations in Latin America, Morocco, and the Philippines. GlobalPayments’ platform currently processes over 2.7 billion transactions per year and serves more than one million small business locations through its electronic information network. Page 7
  • 8. Company Profile Growth Strategy The specific market to which ePC directs its resources is the small and medium independent retailers. These merchants are widely dispersed across the United States, and because of their small size, they can be difficult and expensive to contact. Unlike merchants in regional or national chains, ePC targeted merchants that have a low volume of credit card transactions, on average only about 70 per month, and their technology needs are relatively uncomplicated. The competitors with the largest market share in the overall industry, typically the large vertically integrated transaction processors, have generally ignored ePC’s target market to concentrate on the regional and national chains. Their organizations are primarily focused on high volume accounts with sophisticated technology needs, and their return on pursuing an account in ePC’s market, which is usually a single, low volume location, is too low in relation to the cost of the sale. Page 8
  • 9. Industry Profile Money Trail This pie chart illustrates the division of a discount rate for a hypothetical transaction in which the merchant pays a 2% discount rate on a $100 purchase. ePC records the $2.00 discount as its revenue and subtracts payment obligations to the other parties in the transaction. This illustrates that the majority of the discount collected from a merchant is booked as income to the cardholder bank which issues the actual plastic credit & debit cards. A large portion of their revenue goes to advertising and developing card acceptance in traditional, non-traditional markets, and emerging markets. Page 9
  • 10. Industry Profile US Card Growth The growth of the electronic credit card authorization and payment business has been driven by the dramatic increase in the number of credit cards in use in the United States. The elation felt by general-purpose card issuers in 2004 is the result of which a total Visa, MasterCard, Discover, and American Express charge volume eclipsed the $1 trillion barrier. At the same time, bankcard issuers’ profits continued to head north for the 5 th consecutive year amidst a record setting economic expansion. Collective Visa and MasterCard issuer profits totaled $9.2 billion in 2004, up 7% according to Credit Card Management. In addition, companies like ePC, merchant acquirers, also saw a jump in transaction counts. Over the last three years it is reported that acquirers have been growing at a rate of 13% per year. Much of the growth is being attributed to off-line debit card volume. Altogether the top 10 acquirers reported $842.9 billion in transactions for 2004. Total transactions for that group approached 15 billion transactions. The universe of merchants which accept credit cards can be segmented into several markets, which is illustrated here: 50,000 Large, High Volume National Accounts 250,000 Medium Volume Regional Chains 1.1 million Medium Independent Retailers 1.4 million Small Independent Retailers 2.0 million Merchants that do not accept Credit Cards Page 10