Card Member License Agreement Dated April 19, 1994

CARD MEMBER LICENSE AGREEMENT


TO: Colonial National Financial Corp.
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(Licensee's legal name)


448 East 6400 South, Suite 150
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(Street address of principal office)


Murray, Utah 84107
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(City and State of principal office)


The following is a license agreement made between you and MasterCard International Incorporated "Licensor", a membership corporation organized under the laws of the Sate of Delaware, located at 888 Seventh Avenue, New York, New York.


1. DESCRIPTION OF THE MARKS. Licensor has developed a number of service marks utilizing the name MasterCard, as set forth in Appendix 2A, Chapter 2 of the MasterCard International Bylaws and Rules manual, for use with the services described below and other services which Licensor may add at any time:


(a) The issuance of Charge and debit services cards;


(b) The establishment of agreements with merchants to provide goods or services to holders of debit services and charge cards, and the assignment, transfer or presentation by such merchants of the sales slips representing such transactions to financial institutions for payment;


(c) The making of cash advances;


(d) The electronic or paper based transfer of funds, whether through ATM or POS terminals or otherwise, of holders of debit service cards (including the withdrawal of funds from designated accounts, and the transfer of funds between designated accounts), the guarantee of checks and similar negotiable instruments of holders of debit services cards, and other related services;


(e) The operation of charge card and debit services card transaction authorization centers;


(f) The settlement, honoring and interchange of the transaction records generated by use of the charge and debit services cards;


(g) The provision of cardholder accounting through a central or independent billing system; and


(h) The advertising and promotion of all the above activities.


These marks, which utilize the work MasterCard(R), are referred to in this agreement as "the marks," or "the MasterCard marks" as the case may be. Cards bearing the marks are referred to herein as "MasterCard cards."


2. GRANT OF LICENSE. Licensor hereby grants you a nonexclusive license to use the marks for any of the services authorized by paragraph 1 in connection your charge card or debit services business. However, you must notify Licensor, in such form as Licensor may designate, prior to commencing use of the marks in connection with your charge card business and prior to commencing use of the marks in connection with your debit services business.


3. DURATION OF LICENSE. The duration of this license is perpetual, subject to the termination provisions of this agreement and subject to the Licensor's right to forgo rights in the marks.


4. OWNERSHIP AND VALIDITY OF THE MARKS. By accepting this license, you recognize that Licensor is the exclusive owner of the marks, and you agree that you will never contest, directly or indirectly, Licensor's exclusive ownership of the marks, or in any way dispute the validity of the marks. You agree that, if any rights have accrued or may accrue to you in the marks by operation of law, such rights will revert to Licensor upon termination of this agreement. You also agree that you will cooperate with Licensor in perfecting Licensor's title in the marks by written assignment of any rights which may accrue or in any other manner necessary.


5. STANDARDS FOR THE MARKS AND SERVICES. Licensor shall establish standards from time to time, which you hereby agree to follow, regulating the manner in which licensees shall perform and conduct services connected with the marks. These standards generally include, but are not limited to, the MasterCard User's Manual and the Bylaws and Rules of Licensor. These standards may be modified at any time by Licensor and made applicable to you.


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(As amended through 23 March 1994) Card Member License Agreement (As amended through 23 March 1994) Page 2 - --------------------------------------------------------------------------------


These standards specifically include, but are not limited to, the following requirements:


(a) MERCHANT AGREEMENTS. You must require merchants with which you have MasterCard card agreements to agree:


(1) to honor without discrimination all cards bearing the marks of
Licensor which are properly presented; and


(2) to abide by the standards for display of the marks which may
be established by Licensor.


You shall also use your best efforts to cause your merchants to comply with such agreements. For purpose of this agreement, a "merchant" is a retailer or other person, firm or corporation which, pursuant to an agreement with a license of the marks, agrees to accept, or to cause its outlets to accept, MasterCard cards.


(b) INTERCHANGE. Using procedures approved by Licensor, you shall interchange with all other licensees and members of Licensor any transaction records which may be generated by use of cards properly bearing any of the marks of Licensor.

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