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Agreement For Credit Card Processing

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Exhibit 10.2


CREDIT CARD CONNECTION SERVICES AGREEMENT
No: SBC-CCCOl


AN AGREEMENT FOR CREDIT CARD PROCESSING SERVICES made the 15 November, 2001 between


TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario,
with registered offices located at 700 Dorval Drive, Suite 202, Oakville,
Ontario, Canada, L6K 3V3, (hereinafter referred to as "TCS") and


SECURITY BANCORP INC., a Company incorporated under the laws of Alberta,
with registered offices located at Bldg F, Unit 3, 5508 1s' Street SE,
Calgary, Alberta, Canada, T2H 2W9 (hereinafter referred to as the
"Customer").


(the "Extension Agreement")


SCOPE


A. Customer has signed TCS's Connection Services Agreement ("Master
Agreement") for provision of TCS IDP Service to Customer.


B. TCS is now providing credit gateway services to allow Customer to provide
credit card -related transactional services (including for example, credit
card authorization, EFT and credit card settlement) to its end users
generally ("Credit Card Services").


C. Customer desires to obtain Credit Card Services from TCS.


1. Master Agreement and Credit Card Agreement.


1.1 Definitions


All the terms and definitions referenced in the Master Agreement are incorporated by reference in the Credit Card Agreement. To the extent there is any conflict between the Credit Card Agreement and the Master Agreement, the Master Agreement shall prevail to the extent necessary to resolve any inconsistency. The following definitions also apply:


(a) "Eligible Terminals" means a terminal owned or leased by the Customer or a
third party under contract with Customer, where Customer has advised TCS
in writing that such terminal is connected to TCS's Switch and which meets
the requirements and standards described in Schedule A attached hereto.


(b) "Switch" means the hardware and software operated by TCS for the purposes
of connecting a network of IDP Terminals and Eligible Terminals to Interac
and to the Credit Card Services.


2. Credit Card Services


2.1 Service Provider


TCS agrees to connect the Customer's Eligible Terminals to the
Credit Card Services and to enable such Credit Card Services to be
delivered to Customer's end-users.


2.2 User Fee


(i) Customer will be charged a haulage fee (whether such
transactions are successful or unsuccessful) for any
transactions processed by way of the Credit Card Services.
Customer will pay a one-time fee to enroll all Eligible
Terminals on the Credit Card Services. Changes to the fees
will be on mutual agreement of the parties. Further details on
the fees are as set out in Schedule B.


(ii) Customer may charge its end users whatever fee it desires, in
its sole unfettered discretion, with respect to the Credit
Card Services.


(iii) Once a month, within five business days of the end of the
calendar month, TCS will produce and deliver a report to
Customer with respect to Credit Card Services transactions
carried out by Customer's end users.


(iv) Charges owing by Customer to TCS on account of Credit Card
Services shall be due and payable in arrears, and to obtain
payment TCS will deduct the amount of such charges or any part
thereof from, or set-off and apply the amount of such charges
or any part thereof against, any and all monies collected on
behalf of the Customer from the completed transactions
processed through the Customer's Terminals connected to TCS's
switch on account of IDP transactions.


(v) If the amount of the charges due on account of Credit Card
Services exceeds the amount due to the Customer, the Customer
will provide TCS, at its sole discretion, with the authority
to withdraw funds from the Customer's Account to settle the


2


difference between the amount of such charges and the amount
due to the Customer.


(vi) If the Customer fails to pay any of the charges due on account
of Credit Card Services or other amounts of any nature payable
by it hereunder on the due date therefore, the Customer shall
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].


2.3 Covenants with respect to the Credit Card Service


TCS covenants and agrees that:


(i) it shall comply in all respects with all of


(a) the agreements, terms and conditions set forth in this
Agreement; and


(b) TCS shall ensure that their systems are maintained compliant
with all relevant Card Brand Associations to the best of their
ability.


(ii) for the fees payable by the Customer it shall provide processing for
credit card transactions captured by TCS at Eligible Terminals
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