Exhibit 10.15

                               [GRAPHIC OMITED]


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                                    Deal Memo


On  Oct  15,  2004, National Merchant Center (SMC), and eSAFE Inc (ESI), who are
referred  to  jointly  as  "Parties"  have  agreed  to a Joint Venture Agreement
supersedes  all  past  agreements.

"Parties" have agreed to run transactions over the SMC network and that NMC will
do  so  for  all  direct  third  party  costs  for  such  transactions  and will
additionally  receive  20%  of  the  transaction  fee that ESI charges. ESI will
receive  80%  for  their  customers'  transactions.

"Parties"  have  agreed that this 80-20 split will further be reduced to a 90-10
split with volume to be defined in good faith, and not be unreasonable withheld.

"Parties" have also agreed to discuss and review the possibility of forming a JV
through NEWCO



(Illegible)              October 15, 2004
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Agreed
NMC




/s/ Larry Wilcox         October 15, 2004
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Agreed
eSAFE Inc