THE ENCLOSED "BUSINESS PERSPECTIVE" MATERIAL IS CONSIDERED
CONFIDENTIAL NON‑PUBLIC INFORMATION AND WILL BE USED SOLELY
FOR EVALUATION OF THE POTENTIAL BUSINESS RELATIONSHIP
AMONGST THE PARTIES AGREES TO TREAT THE INFORMATION CONTAINED HEREIN IN
ACCORDANCE WITH THE "MUTUAL NON‑DISCLOSURE AND 
NON-CIRCUMVENTION AGREEMENT".

ZUG GPX, Gmbh.
Schloss Knonau
Knonau
CH- 8934

TABLE OF CONTIENTS

Introduction & Summary		3
Product and Processing			10
	GPX Card Overview			11
	Processing Overview			18
	Backend Processing			21
Market Analysis			24 
	General User Segment			25
	Card Market			28
	Competitive Analysis			30
Sales and Marketing			36
	Marketing Program			37
	Target Market Phases			38
	Sales Program			41
	Transaction Types & Product Pricing		43
Projections		47
	Projections Flowchart		48
	Transaction Analysis		48
	GPX Card Sales		50
	Projected Sales		50
	Use of Proceeds	51

PURPOSE OF BUSINESS PERSPECTIVE

ZUG GPX, Gmbh. (ZUG GPX) has formed a strategic alliance with CASHANYWHERE, Inc., for the purpose of developing and marketing a new product line ‑ the “GPX Card” ‑ an innovative real-time prepaid cash card.

The purpose of this Business Perspective is to set forth in general terms of who we are and what we have to offer the product / market / competition overview and what are our strategic alliance objectives.  The following is a synopsis of the Sections accompanying this Business Perspective:

THE PRODUCT AND PROCESSING This Section is divided into two segments.

PRODUCT OVERVIEW Describes the GPX Card from several differing perspectives.

What is a real-time prepaid “GPX Card”? GPX stands for Global Payment Exchange. The “GPX Card” is the generic name ZUG GPX, Gmbh has assigned to its new stored‑value card, or a real time prepaid ATM cash debit card.

How the GPX Card is utilized. The GPX Card is not restricted to any specific niche market.  ZUG GPX, Gmbh has the ability to reach every market ‑ the credit challenged, the traveler, the teen market, immigrants, and non‑credit card users.

GENERAL USER SEGMENTS:
•	Retail Segment
•	International / Money‑Transfer Segment
•	Business Segment
•	Internet Segment

INTRODUCTION

Benefits of the GPX Card to the consumer...
•	Sold in a convenient card pack
•	No bank account is required to obtain the card
•	No credit required to obtain
•	Easy and convenient to use
•	Purchase goods and services at millions of POS locations worldwide
•	Complete anonymity ‑ no documentation of POS purchases
•	No identification required for POS purchases
•	Withdraw cash at over 850,000 ATMs worldwide
•	Global money transfer
•	Payroll card optional services
•	Low‑cost checking account alternative
•	Just like cash ‑ limited liability loss exposure equal to Card balance
•	Security PIN features
•	Real‑time balance inquiry
•	Transfer balance from card‑to‑card accounts
•	Budgetary tool
•	Disposable
•	Re-loadable
Benefits of the GPX Card to the retail merchant...

•	Checkout convenience
•	Most cost‑effective, convenient method of payment in retail food businesses
•	Less cost vs. credit transaction
•	Guaranteed funds

	PROCESSING OVERVIEW
	Describes the more technical aspects of the GPX Card program … including several flowchart illustrations of the various processing components. This technical segment describes these five principal processing sub‑systems...
•	Card sales order and fulfillment processing
•	Purchase of a GPX Card ‑ activation and load processing
•	Processing an ATM withdrawal transaction
•	Processing a point‑of‑sale purchase transaction
•	Backend processing…
- Bank / processor activity reporting
- Fees / commissions distribution

	

STRATEGIC ALLIANCE. Section describes the proposed alliance between ZUG GPX, Gmbh and the partner organization with the joint capability of marketing an innovative product such as the GPX Card.

BENEFITS OF THE GPX CARD PROGRAM TO THE ALLIANCE...
•	Transaction income. There are several sources of income to our alliance partner from the participation in the GPX Card program ‑ both direct and indirect sources. The Company projects that The Alliance Partner along with ZUG GPX will generate on average $2.39 income per GPX Card per month.
•	Float advantage. The Alliance Partner will earn interest / float on the money transferred to customer / user GPX Card trust accounts.
•	New product offering. The GPX Card is a new profit center opportunity to our Alliance Partner.
•	Potential new customer base. GPX Card customers may eventually be target customers for our bank partner’s ‘credit bankcard’ and other Alliance Partner services.
•	Simplicity. The GPX Card should be less a burden to administer than the traditional bank ‘debit card’ or ‘credit bankcard’ or ‘checking account’.
•	No risk. The GPX Card has no associated risk comparable with a ‘credit bankcard’ ‑ the GPX Card account funds are prepaid.
•	Public awareness. The public and retailers have already been educated on the benefits of using a ‘prepaid product’, such as a ‘prepaid phone card’.
•	Open market opportunities. No one company has even a small share of the ‘prepaid cash card market’.

We have the ability to reach every market. The GPX Card
is a ‘universal product’ in terms of usage!

The GPX Card is much like a ‘credit or debit bankcard’ which could be used for point‑of‑sale purchases and ATM withdrawals anywhere that a pin supported bankcard is accepted, including the leading ATM network associations ‑ Star®, Cirrus®, Plus®, Maestro®. Moreover, the GPX Card has many other uses and services.

	GENERAL USER SEGMENTS. ZUG GPX, Gmbh has initially identified particular ‘general user segments’ that would most benefit from using our new GPX Card.
•	Retail segment. This GPX Card user segment is targeted for two subgroups...
•	Universal retail segment. This large‑scale segment deals with the more universal group of consumers who would purchase a GPX Card simply for the convenience features.
•	Specific targeted retail segment. The other large retail subgroup is consumers unable to secure the traditional ‘credit bankcard’ and that do not have a bank account for ‘debit bankcard’ services ‑ the ‘economically depressed’ segments of our society in general.
•	Business segment. This user segment is represented by businesses and organizations that could apply uses of the GPX Card in more specific applications, for example ‘payroll card services’ employee expense monitoring and control, and Business-to-Business payments.
•	Internet E‑Commerce segment. This GPX Card user segment is targeted for users of the Internet for a safe and convenient alternative method of making purchases besides the customary methods of credit bankcards and bank‑account related instruments. Use of the GPX Card on the Internet could be done with complete anonymity in certain applications. This is a safe way to transfer money pier to pier for purchases like auctions, items, and services.
•	International / money‑transfer segment. This GPX Card user segment is targeted for these subgroups...
•	Money transfer. The GPX Card is sold in a standard two‑card pack. The second Card can be given to a relative or friend. This other cardholder can access funds in the shared account by using their GPX Card PIN at any participating POS retailer or ATM location.
•	Travelers check. For both security and convenience, the GPX Card would be an ideal alternative for travelers who purchase travelers checks, money orders or even cashiers checks.
•	International services. This GPX Card market segment applies to developing nations without a mature ‘credit card’ infrastructure. International service applications might include (a) e‑Commerce and (b) payroll services.

INITIALLY TARGETED MARKET SUBDIVISIONS. Within the ‘general user segments’ above, are references to certain specific targeted users and markets. While ZUG GPX, Gmbh intends to address in time all these and other yet defined market opportunities, the Company must focus its energies and resources to these initially targeted specific and general market prospects...
•	Retail segment ‑the ‘economically challenged’
•	The Russian market subdivision 

THE COMPETITION. The GPX Card competes with many other ‘payment industry ‘sources, most prominent of which are depicted in this graphic... 

COMPARATIVE ANALYSIS. The sub‑sections describe the major forces in the ‘payment industry that are characterized as competing products and services to the Company’s GPX Card. The table on the following page is a comparative analysis of the various features and benefits associated with each of the major ‘payment industry’ sources.

What this table graphically demonstrates is that...

...No one of the major ‘payment industry’ sources has all the
comparable features and benefits in one bundle as the
GPX Card

THE GPX CARD ‑ A UNIQUE PRODUCT. In summary, here is how the Company will differentiate its product ‑ the GPX Card ‑ from the competition...
Real time transactions- this technology changes the way debit cards will be                                                                                                              used for wire transfers, check cashing, payroll, and others.     
Prepaid- none of the competition offers prepaid features! ...Disposable! Re-loadable!  No need for credit, bank account, personal ID, etc ... 
	Anonymity- complete anonymity when using the card!
Flexibility- global money transfers…POS purchases... ATM cash withdrawals... everything in a single card!
	Pricing- very competitive package of prices considering the bundle of services!

COMPETITIVE STRATEGY. ZUG GPX, Gmbh recognizes the importance of knowing the competition. Our competitive strategy coupled with our distribution channels will hopefully enable us to successfully reach our targeted market segments, plus consumers from all segments of the marketplace.

When taken in its entirety, the GPX Card offers our major
target market ... the un‑bankable and credit challenged ... an
extremely competitive package of services at
especially reasonable prices

 SALES AND MARKETING. This Section is divided into two segments...

MARKETING PROGRAM. Describes ZUG GPX, Gmbh marketing program designed to create 
customer awareness of the Company’s new GPX Card.	

Basic market overview. Describes the general user segments that would most benefit from using our new GPX Card and specific targeted users within these general user segments.

Target market phases. In order to best attend to all the above market opportunities in a methodical 
and thorough fashion, the Company has formulated a multi‑phase market development plan to be 
implemented
	
Over a number of months. Particular emphasis in Phase I will be given to the following two sub‑markets:
•	Retail segment ‑ the ‘economically challenged’
•	The Russian ethnic market subdivision.
Marketing development ‑ Phase I
•	Development strategy. Two‑fold process to create (a) customer awareness of the GPX Card, and (b) Company message that our GPX Card is competitively unique, emphasizing the distinguishing features and benefits of the Card.

•	Professional services. In devising and implementing our marketing development strategy, the Company will use the services of outside professional marketing design groups.

•	Test markets. The Phase I rollout program’ will launch the GPX Card in a controlled setting to more effectively measure actual against anticipated results. For this purpose, the company has identified five test market locations Moscow, St. Peter, Kiev, Nova and Sybersk.

•	Marketing instruments. There are several marketing instruments planned to be utilized as part of its two‑pronged marketing development strategy ‑ Direct Response Television, radio, and POS marketing. We know from our experience with other prepaid products that point‑of‑sale merchandising is the most effective means to drive sales. We will place heavy emphasis on displays and other in‑store promotional aides.

SALES PROGRAM. Our primary sales method will be through independent sales representatives. The sales process will be first and foremost through retailers, and so our basic marketing strategy is to place our new GPX Card directly in front of our target groups at the retail level.
•	Independent sales representatives. ZUG GPX, Gmbh relies on independent sales representatives organizations to get our product to the retailers, who in turn sell the GPX Card to consumers. There are two categories of representative’s ‑ individual sales agents, and independent marketing organizations ("IMOs"). Larger market coverage will obviously be through the IMOs.
•	Established representative network. Part of the ZUG GPX sales efforts will be through the same representative network and distribution channels that delivered so successfully the prepaid phone card business.
•	Retailers / distributors. The crucial challenge in our sales efforts is to get our GPX Card placed on the retailer’s shelves ‑ particularly at the strategic POS checkout stands / aisles.
•	Basic sales tactics. Our goal is to have sales presentations made to every significant retail chain as well as corporations within six months of the test market completion.
•	Channels of distribution. Through the established representative network, ZUG GPX has prominent channels of distribution in place that will potentially supply the GPX Card to thousands of merchant locations throughout the U.S. The GPX Card will be sold in places that are a part of the general public’s everyday life and in locations that are frequented most everyday.	
•	ZUG East Russian distribution

ECONOMIC ASPECTS. This Section describes the economic aspects of the GPX Card program, particularly as they relate to the primary participant groups comprising the GPX Card sales‑processing‑administration organizational infrastructure.
•	Retailer (see Section 5, "Market Analysis")
•	Bank alliance partner / processor (see Section 4)
•	Sales and marketing organizations (see Section 7)
•	ZUG GPX, Gmbh.
TRANSACTION TYPES & PRODUCT PRICING. With respect to the purchase of a GPX Card and succeeding Card activities, there are four basic transaction groups:
•	GPX Card sales amount and load & reload fees
•	Point‑of‑sale ("POS") purchase transaction fees
•	ATM withdrawal transaction fees
•	Monthly maintenance fees

Presented in an ‘Income Matrix’ table is Management’s proposed consumer price per transaction type, and related income distribution to the participant groups. These prices reflect what Management believes will be fair to the consumer and competitive with other contending product resources (i.e., checking accounts, bank debit accounts, money transfer providers, etc.  (See next page)

PROJECTIONS. The Company’s projections of GPX Card sales and operating results are set forth in 
Section 9; projections of ZUG GPX net income, capitalization needs and cash flows are set forth in Section 10.

PROJECTIONS OVERVIEW. On the next page is a ‘Projections Flowchart’. This flowchart is a graphic 
overview of how these projections were formulated on a step‑by‑step basis.

PROJECTED RESULTS OF OPERATIONS. As the flowchart on the next page illustrates, there are two major branches that are employed in developing the projected operating results model.

•	Transaction analysis. The first step in formulating the projection model was to construct the various transaction types and pricing structures. Based on this modeling process the Company projects that CASHANYWHERE will generate on average $8.33 income per GPX Card per month.  ZUG GPX will receive an estimated $2.39 per card.

•	Projected gross sales revenue. The ‘gross card sales revenue’ step in this ‘GPX Card sales’ projection phase is derived at by extending the two variable amounts discussed above ‑ (a) projected GPX Card sales multiplied by (b) the average sales price per card (i.e., $8.33 average for first two years)...

SUMMARY

We trust this Business Perspective presentation will assist you in evaluating this proposed business relationship.
ZUG GPX, Gmbh believes there are distinct advantages for its prepaid cash card and distribution channels:
•	Established and proven marketing channels.
•	Proven ability to develop prepaid card products that match consumer’s needs.
•	Growing needs in prepaid cash cards as a payment solution.
•	Proven ability to deliver highly personalized services.
•	Low cost structure.
•	Industry reputation.

PRODUCT AND PROCESSING OVERVIEW

SECTION OVERVIEW

This Section is divided into two segments:

•	PRODUCT OVERVIEW The first part of this Section describes the GPX Card from several differing perspectives – see outline below.

•	PROCESSING OVERVIEW The remainder of this Section is devoted to the more technical aspects of the GPX Card program ... including several flowchart illustrations of the various processing components – see outline below

PRODUCT OVERVIEW
•	What is a prepaid “GPX Card”?
•	How the GPX Card is Utilized
•	General User Segments
•	Benefits of the GPX Card to the Consumer
•	Benefits of the GPX Card to the Retail Merchant

PROCESSING OVERVIEW
•	How the GPX Card Program Works ‑ General Overview
•	GPX Card Processing Systems ‑ Overview
•	GPX Card Sales Order and Fulfillment Processing
•	Purchase of a GPX Card ‑ Activation and Load processing
•	Processing an ATM Withdrawal Transaction
•	Processing a Point‑of‑Sale Purchase Transaction
•	CASHANYWHERE Backend Processing

WHAT IS A PREPAID “GPX Card”?

The “GPX Card” is the generic name ZUG GPX, Gmbh has assigned to its new stored‑value card, or a so‑called prepaid ATM cash debit card. The GPX Card works with a personal identification number ("PIN") and provides a safer way to carry cash. The balance on the Card can be accessed at any automated teller machine ("ATM") around the world or used to purchase products and services anywhere that debit cards are accepted.

	

SIMILAR TO A ‘DEBIT BANKCARD’

Since the GPX Card is an ATM debit card, it has for the most part the same characteristics of a standard ‘debit bankcard’. Debit cards are also known as ‘check cards’. Debit cards look like credit cards or ATM cards, but operate like cash or a personal check. Debit cards are different from credit cards ... while a credit card is a way to "pay later"; a debit card is a way to "pay now". When you use a debit card, your money is quickly deducted from your checking / savings account or, in the case of a prepaid GPX Card, immediately deducted from the Card account balance.

Debit cards are accepted at millions of locations, including grocery stores, gas stations and restaurants. The consumer can use their card anywhere merchants display the card’s brand name or logo. They offer an alternative to carrying a checkbook or cash.
POS Activity by Retail Industry

Debit card usage and expenditures have ‑ soared in the late 1990s...consumer expenditures rose from $8 billion in 1990 to $300 billion in 2002! It has been projected that by the year 2003, two‑thirds of domestic American households will have a debit card. Debit cards are expected to rival cash and checks as a form of payment.

A survey by Stars System showed that consumers used their ATM / debit cards, on average, 16.3 times per month in 1998
ATM / DEBIT CARD USAGE	TIMES USED 
PER MONTH 	PERCENT
OF TOTAL	
At domestic issuing bank	6.7	                                                            41%	
At an international ATM	2.2	13%	
For POS purchase	7.4 	45%	
Total usage	1 6.3		
The results also show that ATM / debit card usage has almost doubled from 8.6 times per month in 1994 when Stars began its surveys.
DIFFERENCE BETWEEN A ‘DEBIT CARD’ AND A ‘CREDIT CARD’
Bank customers may not realize they have a debit card. Many banks have replaced their standard ATM cards with upgraded ATM cards with a debit feature. Bank customers may also receive in the mail what looks like a credit card when in fact it is a debit card.
The difference is between "debit" and "credit" ‑ debit means "subtract". When the cardholder uses a debit card, the transaction amount is subtracted from his own bank account balance. Debit cards allow the cardholder to spend only what is in his bank account ...it is an instant transaction between the merchant and his personal bank account.
Credit is money made available by a bank or other financial institution, like a loan. The amount the issuer allows a client to use is determined by his credit history, income, debts, and ability to pay. The client debtor may use the credit with the understanding that he will repay the amount, plus interest if he does not pay in full each month. He will receive a monthly statement detailing his charges and payment requirements.

TWO TYPES OF DEBIT CARDS
"On‑line" debit cards. These cards usually are enhanced ATM cards, which work the same as they would in an ATM transaction. It is an immediate (‘real time’) electronic transfer of money from a bank customer’s account to the merchant’s bank account.
To access the cardholder’s account at a store POS terminal, he must punch in his PIN, as he would at an ATM. The system checks his account to see if it has enough money available to cover the transaction.
"Off‑line" debit cards. These cards usually, look like a credit card and resemble a credit card transaction. The merchant’s terminal reads the card, identifies it as a debit rather than a credit card, and creates a debit against the cardholder’s bank account. Through ZUG GPX, Gmbh the funds are taken immediately.

HIGHLIGHT FEATURES OF THE GPX CARD
Here are some of the highlight features and benefits of the GPX Card ‑a more complete description is set forth in the sub‑section below, "Benefits of the GPX Card to the Consumer"...
•	Sold in a convenient card pack
•	No bank account required to obtain Card
•	No credit required to obtain
•	Easy and convenient to use
•	Purchase goods and services at millions of POS locations worldwide
•	Complete anonymity ‑ no documentation of POS purchases
•	No identification required for POS purchases
•	Withdraw cash at over 850,000 ATMs worldwide
•	Global money transfer
•	Payroll card optional services
•	Low‑cost checking account alternative
•	Just like cash ‑ limited liability loss exposure equal to Card balance
•	Security PIN features
•	Real‑time balance inquiry
•	Free 24‑hour customer service ...toll free access to account statements on the Internet
•	No annual fee
•	Transfer balance from card‑to‑card accounts
•	Budgetary tool
•	Disposable
•	Re-loadable
HOW THE GPX CARD IS UTILIZED

ZUG GPX, Gmbh new prepaid product, the GPX Card, will essentially be available to everyone in the marketplace!

Although cash, debit and stored‑value cards are not a brand new concept in the marketplace, most of these cards have only been targeted to very specific groups or have specific requirements. For example, some banks are offering cash cards that are targeted only to their credit card customers. All stored‑value gift cards are specific with respect to usage. The traditional debit card is linked to the cardholder’s bank account.

What is new and innovative to this ‘payment industry’ is the GPX Card that will open the market to offer the Card to anyone that would like a cash card. The GPX Card is not restricted to any specific niche market, we have the ability to reach every market ‑ the credit challenged, the traveler, the teen market, immigrants, non‑credit card users.

How will the GPX Card be made available to everyone in the marketplace? There are two elements:
•	Distribution Network. First, we will offer the Card to the general public at the retail level throughout the country.
•	Banking Systems. Secondly, we will offer a cash card that will enable the cardholder to utilize both (a) the worldwide ATM cash withdrawal system, and (b) the debit card network system with millions of POS terminal locations throughout the world.

ZUG GPX has a prominent channel of distribution in place that will supply the GPX Card prepaid ATM cash debit cards to thousands of merchant locations throughout Russia "Company and Management", and "Sales and Marketing".

The GPX Card will be sold in places that are a part of the general public’s everyday life and in locations that are frequented most everyday such as convenience stores, supermarkets, gas stations, etc.

GENERAL USER SEGMENTS

The GPX Card is a ‘universal product’ in terms of usage ‑ the GPX Card is a prepaid ATM / debit cash card which can be used anywhere debit bankcards are accepted. However, ZUG GPX, Gmbh has initially identified more specific general user segments that would most benefit from using our new prepaid product. See Section 5, "Market Analysis", for a more detailed profile of the targeted individual users and the general user segments.

•	Retail Segment. Targeted for those who are unable to secure the traditional credit bankcards and that do not have a bank account for debit bankcard services, for example, the ‘credit challenged’.

•	International Money‑Transfer Segment. Comprised of two elements:

•	The Travel Card. Targeted for the traveler using travelers’ checks.

•	The Transfer Card. Targeted for use by a second party to retrieve cash from any ATM machine or make purchases using the same GPX Card account / PIN.

•	Business Segment. Targeted for any business ‑ example applications (a) use of the optional payroll card feature, and (b) budgetary tool in connection with employee travel / expense advances.
•	Internet Segment. Targeted for users of the Internet for a safe and convenient alternative method of making purchases besides the customary methods of credit bankcards and bank‑account related instruments.

BENEFITS OF THE GPX CARD TO THE CONSUMER

The GPX Card is expressly designed for consumers to purchase goods and services and make cash withdrawals at millions of retail POS terminals and ATM sites worldwide with the same accessibility as credit / debit bankcards, but with far greater anonymity and flexibility.

To summarize some of these unique benefits and features of the GPX Card

•	Another Payment Medium. The GPX Card is an alternative to any other form of monetary media used to make purchases, i.e., cash, money orders, personal checks, travelers’ checks, debit bankcards and credit bankcards. Also, a large percent of the population many not have access to certain of these alternatives ... e.g., the un‑bankable younger teenager, the college student, the migrant worker, the foreign tourist, or the ‘economically depressed’ segments of our society in general.

•	Easy to Obtain. Unlike the ‘credit bankcard’ or ‘debit bankcard’ that requires a lengthy process to acquire ‑ e.g., completing a credit application, or establishing a bank checking / savings account ‑ the GPX Card can be purchased and activated within a few minutes. Further, the GPX Card will eventually have a wide distribution in many retail outlets ‑ convenience stores, retail chains, service stations, etc.

•	Simple to Use. The GPX Card can be used just like any ATM / debit bankcard ... it is as simple as that!

Why the GPX Card?

Prepaid ‑ Loss Limitation. The GPX Card, similar to a ‘debit bankcard’, can only be used for the remaining funds in the Card’s ‘prepaid account’. First of all, there is limited risk of the GPX Card being used fraudulently ‑ use is protected by a PIN. Secondly, if the consumer loses their GPX Card, the unused funds on the Card can be recovered by application through the Alliance’s customer service department.

Anonymity. The GPX Card does not require the purchaser’s name to be imprinted or otherwise associated with the Card, thus providing complete anonymity when using the card. Using the GPX Card will not require users to reveal their name, address, telephone number or other personal confidential data, they would simply be identified by a randomly selected Card number and PIN.

Money Transfer. The GPX Card is sold in a standard two‑card pack. The second Card can be given to a relative, friend, or dependent child away to school. This other cardholder can access funds in the shared account by using the second duplicate GPX Card / PIN at any participating POS retailer or ATM location. The cost of the money transfer feature of the GPX Card is in most cases much lower than other competing money transfer arrangements.

Budgetary Tool. Since the GPX Card is a prepaid card, the consumer / user can more effectively budget their purchases. Example budgetary applications of the GPX Card are...
•	For use by the college student away from home and supported by parents with established budgets for their child.
•	For use by a company’s employee as a budgeted travel allowance / expense advance.
Account Balance Inquiry. A customer can verify their GPX Card balance and account history real‑time either (1) by a phone call to customer service via a toll‑free line ‑ a statement print‑out can be obtained for a fee; (2) through an ATM terminal ‑an inquiry fee is applicable; or (3) through the Internet ‑ account history statement can be obtained at no cost. Women, in particular, use the ATM account balance inquiry feature ...for example, 54 percent of women reported conducting balance inquiries using an ATM while only 45 percent of men did so.

Payroll Card. Rather than issuing payroll checks, the employer can issue a GPX Card to each employee and then electronically load their Card via a remote computer terminal. The first ATM withdrawal by the employee would be "free" (subsequent transactions would be normal fees). This optional payroll feature would be particularly advantageous to an employer with workers in several different or remote locations, or with differing payment cycles.

Disposable or Re-loadable. The GPX Card allows the user to pay in advance for a specified amount of ‘purchasing power’. Once the prepaid amount has been exhausted, the Card can be either (a) discarded, or (b) recharged / reloaded.

Since the GPX Card is an ATM debit card, it evidently has most of the same characteristics of a standard ‘debit bankcard’. The following are some of these generic ATM‑debit card benefits and features...

Convenience and Security. It is easier to carry a debit card, like the GPX Card, rather than a bundle of bills or a pocketful of change. It is also more convenient when making many small purchases for groceries, gasoline, fast food, etc. A debit card is a safe way to carry money anywhere in the world, you don’t have to carry cash, a checkbook, or traveler’s checks.

Quick Payment Method. A debit card saves time when compared to cashing a check ...unlike when writing a check, using a debit card saves you from having to show identification or give out personal information at the time of the transaction.

Comments of a representative female consumer referring to a debit bankcard that lets her pay for goods and services the way a credit bankcard would, but instead debits the money out of her checking account...

"I use it for everything ... I don’t carry cash a lot, and I don’t like writing checks because it’s a pain."

Another consumer comments...

"Before, if I forgot to go to the cash machine, I would have to get the checkbook out and write a check, and everyone in line is thinking ... ‘Oh, God, she’s writing a check’..."

Preference Toward PIN Transactions. Consumers appear to be taking to the all‑electronic transactions in their everyday buying. A Stars System survey showed that 61 % of the respondents preferred authorizing a purchase by entering a PIN rather than using their signature, as with checks or check cards. Increased security, convenience and faster service were the reasons for the preference toward PIN transactions.

Ease of Cash Access. A debit cardholder’s money is instantly available at any of the over 850,000 major ATMs around the world associated with any of the networks identified on the back of the card.
Automatic Currency Conversion. An international money transfer transaction via an ATM has automatic foreign currency conversion.

POS Purchases. A debit cardholder can instantly charge good and services at millions of domestic and international point‑of‑sale locations associated with any of the networks identified on the back of the card that have PIN based terminals.

No Credit Required. A debit bankcard is often easier to get than a credit bankcard. Obtaining a debit bankcard is a real convenience to many customers who cannot get approved for credit cards ...if you qualify to open a bank account, you can usually get a debit bankcard.

	General Acceptance. Debit cards are more readily accepted than checks, principally when the cardholder is away from home ...especially in other states or countries. Debit card purchases account for 21% of all transactions made each month, compared with 22% for credit cards, 39% for cash, and 18% for checks, according to a 1999 study sponsored by the American Bankers Association.

	Easier Merchandise Returns. If a merchandise return or service cancellation paid for with a debit card, the transaction will be treated as if it were made with cash or a check. Customers usually get cash back for ‘on‑line’ purchases ‑ for ‘off‑line’ transactions; the amount is credited back to the account.

	Loss limitation. With debit bankcards, criminals can wipe out entire checking accounts. But this problem is short term ...most banks will make the checking accounts whole within five days after a customer claims a debit bankcard was used fraudulently. If subsequent investigation finds the charges were fraudulent and not the fault of account holder, the customer keeps the money and pays no interest.

BENEFITS OF THE GPX CARD TO THE RETAIL MERCHANT

As outlined above there are numerous general benefits to the consumer I user associated with the traditional debit bankcard, and in particular the ‘GPX Card’ ‑ a prepaid ATM cash debit card platform that offers many other unique benefits as compared to the ‘credit bankcard’ or ‘debit bankcard’ or ‘personal check.

Moreover, the GPX Card / traditional debit bankcard offers many special benefits and features to the retail merchant. To summarize some of these benefits and features:

•	Checkout Convenience. The average American writes about 21 checks each month, half of them written at the time of a purchase. When writing a check at a store, there may be delays while you show your identification and wait for check approval. With a debit card, all you do is run the card through the retailer’s POS terminal. When you use a debit card, you do not have to get a check approved and show identification.
•	"(Walgreen Stores) encourage use of PIN‑secured debit because it is the cheapest payment option and also because it moves customers through the checkout line about as fast as cash... the tender time of debit is 4 seconds as compared to checks, which take an average of 28 seconds to process at the point‑of‑sale"

Food Industry Experience. Grocery stores represent 58% of POS activity using a debit card. During a recent panel discussion on the direction of the payments industry the Food Marketing Institute, an association representing food retailers, said...
"...PIN‑secured debit is the most cost‑effective, convenient method of payment in (retail food) businesses"
Less Cost vs. Credit Transaction. By having an encrypted pin‑pad a merchant who conducts face‑to‑face business can ask the customer if he would like to pay with debit or credit. By having the customer key‑in their private PIN into the pin‑pad when prompted, the merchant will pay a flat rate of 39¢, no matter what the amount of the sale. By comparison, using a credit card on a $100 sale, the MasterCard TM or Visa T"" discount rate would cost the merchant approximately $20, and an American Express sale approximately $32. Credit card processing costs more partly because the chance of fraud is higher when the cardholder does not have to verify the PIN code.

Guaranteed Funds. For the merchant it means guaranteed funds without the concern of accepting a check that might later bounce. An encrypted pin‑pad, which costs about $200, must be used if the merchant would like to accept debit cards.

More spending. An unfortunate side effect for consumers may be that they spend an average of 36% more when using an ATM‑debit card than they do using other methods, according to a 1999 survey conducted by Stars, Systems. Although research has shown that consumers believe that stored‑value cards (such as the GPX Card) help them stay within their budget, consumers actually spend more with a plastic medium. This is an obvious benefit for retailers.

PROCESSING OVERVIEW

HOW THE GPX CARD PROGRAM WORKS ‑ GENERAL OVERVIEW

There are many integrated components comprising the GPX Card program. The focus of this Section segment is the technical aspects of the program.

As described in the previous Section segment – Product Overview, the GPX Card is a prepaid ATM cash debit card, which has for the most part the same characteristics of a standard ‘debit bankcard’. 

GPX Card has some unique features, principally...
	Real-time Transactions – Funds transferred immediately 
Prepaid ‑ can be loaded in variable amounts
Purchaser anonymity
Sold in a two‑card pack for purpose of money transfer between the two cardholders, even globally
Disposable
Re-loadable

This technical segment will describe these five principal processing sub‑systems...
Card sales order and fulfillment processing
Purchase of a GPX Card ‑ Activation and Load processing
Processing an ATM Withdrawal Transaction
Processing a Point‑of‑Sale Purchase Transaction
Backend Processing...
•	Bank / processor activity reporting
•	Fees / commissions distribution
Transaction channels...
•	Retailer POS terminal site
•	ATM location host

Processors...
•	Retailer / ATM processors
•	Network processors
•	The Bank’s processor ‑ First Data Resources ("FDR")

Banks...
•	Retailer / ATM host banks
•	The Bank 

LOAD ALTERNATIVES

One of the features that distinguishes the GPX Card from the standard debit bankcard is the capability of loading (or reloading) a specified prepaid amount onto the Card at a multitude of prospective retailer locations, a debit bankcard does not have this feature, but must be linked to the cardholder’s personal bank account.

ZUG GPX, Gmbh has looked into several alternatives to the issue of "loading" the GPX Card. The following is a brief discussion of some of these loading alternatives...

•	USING THE ATM NETWORK 
Whenever a ‘credit’ or GPX Card load authorization request comes from the retailer POS terminal activation / load device, it will be pre‑programmed to route through the Star Network (see preceding sub‑section) using the CASHANYWHERE cash card ‘bank identification number’ ("BIN"). The Star processing system has the ability to accept the GPX Card credit request as a "private transaction" from its merchant account. This ‘private credit transaction’ does not have to be connected with a previously transacted ‘debit’ transaction number, as in the case of a typical merchandise return credit transaction. Accordingly, a POS terminal load authorization request will simply prompt the cashier for the load amount and will execute (after the authorization process is complete) the transaction by crediting the load amount to the GPX Card account serviced at The Bank.

•	USING SPLIT DIALUP 
A terminal program has been written for a standard POS loading device for use with a debit card, such as the GPX Card. A predefined load code is entered to initiate the program to generate a split dial‑up to CASHANYWHERE’S S designated processor. Next, the card is swiped and the designated processor program will prompt for cash load amount. The designated processor will transform the load transaction into an Internet request that points to the Bank existing online host. The online host receives the transaction and sends a sample debit and credit transaction to the GPX Card account.

•	INTERNET LOADING 
Retailer will access CASHANYWHERE’S ‘secured websites’ through the Internet ... the CASHANYWHERE website is connected with the backend database server at the Bank with the secured socket layer ("SSL") connectivity. Every retailer has a login ID and password which will be used to access our secured website. Access will be given only after proper authentication by a valid ID and correct encrypted password. After gaining access to the website, the retailer will be allowed to load the requested amount to the GPX Card.  This money transfer transaction process from the retailer to The Bank will be made online from the retailer’s debit bank account to the GPX Card account. To make the transaction real‑time, retailer will have a debit account with The Bank.

IF THE GPX CARD IS LOST…

Each GPX Card package will include a control number that the consumer must retain, along with GPX Card purchase l load receipt, in order to recover their funds in the event of a lost or stolen card. Instructions will also suggest other safeguards for the user to protect their GPX Card.

In case of loss, the customer must mail the control number and purchase receipt to the Customer Service Department that will either be operated through ZUG GPX, Gmbh or its designated representative. The card will be checked, through the control number, for remaining funds ... any fund balance will be transferred to a new GPX Card. The customer will be advised of the customer service fees for transferring the funds to a new card and that those fees will be deducted from the new card balance.
The following example message will be posted on the GPX Card security carrier packaging...

What to do about a lost or stolen card...

If you have lost possession of your GPX Card, immediately call Customer Service at 1‑800‑123‑4567 to report the loss. With proper PIN identification, your Card will be deactivated. You will be instructed to mail your original receipt and control number to Customer Service as soon as possible. The remaining balance, less fees, will then be transferred to another card. The fee to replace a card is $10‑QQ ... this amount will be deducted from the balance transferred.

Sorry, we cannot be responsible for funds used without your knowledge. Lost or stolen cards cannot be replaced without the original receipt.

Keep your original receipt in safekeeping and note the control number... Memorize your PIN and do not 
keep it with your card ... Never give your PIN to anyone not authorized to use the card

PROCESSING AN ATM WITHDRAWAL TRANSACTION

The balance on the GPX Card can be accessed at any automated teller machine ("ATM") around the world. As indicated on page 2‑4, consumers used their ATM / debit card on average 6.7 times per month at an ATM (2.2 times at an international ATM).

In order for a GPX Card consumer to access an ATM to make balance inquires or cash withdrawals, the alliance partnership must have a participant agreement with various ATM network providers. Providing cash at an ATM has become a standard service that consumers now assume is available virtually everywhere. CASHANYWHERE, accordingly, proposes having the GPX Card linked to all the following major participating ATM networks, including most all the major international links.

BACKEND PROCESSING

CASHANYWHERE will be responsible for the ‘backend processing’ software development and related activities, which includes these primary elements...
•	Bank’s Activity Report processing
•	Fee / commission processing
•	General ledger accounting processing

An overview of these primary processing elements is illustrated in the attached `Backend Processing Flowchart’ on the following pages.

The overall objectives of the backend processing are to...
•	Transmit the daily ‘Activity Report’ from The Bank / processor to ZUG GPX, Gmbh.
•	Translate this Bank ‘Activity Report’ into CASHANYWHERE processing format for purpose of...
•	Fees and commissions distribution; and,
•	Posting transaction activity to the Company’s General Ledger accounting system (AccPac accounting software system).

PROCESSING SOFTWARE DEVELOPMENT

CASHANYWHERE has been in the process of developing the subject ‘backend processing’ software, and continues as such to date. The Company retained a software development firm, RBA International of Vancouver, Washington.

The software development project centered on these system tasks...
•	Import Data. To import the ‘Activity Report’ transaction data from the bank / processor.
•	Card Inventory. To maintain a perpetual GPX Card inventory control database, including (a) inventory 
	warehoused at CASHANYWHERE, (b) inventory quantities shipped to retailers, and (c) sold quantities.
•	Card Order. To maintain the GPX Card sales order processing subsystem.
•	Shipment. To maintain the GPX Card shipment processing sub‑system.
•	Sales. To maintain the GPX Card sales revenue processing sub‑system.

Produces Payments

•	NEW PRODUCT OFFERING. The GPX Card is a new product in the marketplace, which of course represents a new profit center opportunity to our bank partner.

•	POTENTIAL NEW CUSTOMER BASE. Customers using the GPX Card may eventually be target customers for our bank partner’s ‘credit bankcard’ and other bank services.

•	SIMPLICITY. The GPX Card should be considerably less burden to administer than the traditional bank ‘debit card’ or ‘credit bankcard’ or ‘checking account’ from the standpoint of monthly statements and collection costs involved (for ‘credit’ accounts) ‑ the GPX Card requires no monthly statement be sent to the account holder and there are no collection of accounts.

•	NO RISK. The GPX Card has no associated risk comparable with a bank ‘credit bankcard’‑ the GPX Card account funds are collected in advance ... user purchases are limited to the remaining funds on hand.

•	PUBLIC AWARENESS. The public and retailers have been educated on the benefits of using a ‘prepaid product’, such as a ‘prepaid phone card’... they are already aware of where to buy such products, how to use them, and their convenience. The GPX Card is quite similar to the ‘prepaid phone card in these respects.

•	OPEN MARKET OPPORTUNITIES. No one company has even a small share of the ‘prepaid money card market’. Considering the sizable number of GPX Card applications, this market offers the entrepreneur numerous and wide open opportunities.

MARKET ANALYSIS 

•	The “GPX Card” ‑ A Market Overview

•	Diagram of the ‘General User Segments’ and ‘The Market’ for the GPX Card

•	General User Segments

•	Overall "Card" Market

•	Initially Targeted Market Subdivisions
•	Retail segment ‑ the economically challenged
•	The Russian market subdivision

THE “GPX Card” ‑ A MARKET OVERVIEW

ZUG GPX, Gmbh new prepaid product, the GPX Card, will essentially be available to everyone in the marketplace!

This is new and innovative to the payment industry, a card that is available to ANYONE that would like an ‘ATM- cash debit card’. The GPX Card is not restricted to any specific niche market 

We have the ability to reach every market. The GPX Card is a
‘universal product’ in terms of usage!

The GPX Card is much like a ‘credit or debit bankcard’ which could be used for point‑of‑sale purchases and ATM withdrawals anywhere that a Visa or MasterCard bankcard is accepted, including the leading ATM network associations 

ZUG GPX, Gmbh, however, has initially identified particular ‘general user segments’ that would most benefit from using our new GPX Card ... within these ‘general user segments’ are ‘specific targeted users’.

Illustrated in the diagram on the following pages are these ‘general user segments’ that ZUG GPX, Gmbh has initially identified as ‘the market’ for its GPX Card, along with the Card’s ‘general uses and services’
GENERAL USER SEGMENTS

Following is an overview of the ‘general user segments’ illustrated in the above diagram ...or, in other words, CASHANYWHERE’S overall market.

RETAIL SEGMENT

This GPX Card user segment is targeted for two subgroups:

•	Universal retail segment. This large‑scale segment deals with the more universal group of consumers who would purchase a GPX Card simply for the convenience features (see Section 2). Even though a consumer may have a credit and/or debit bankcard, for example, a GPX Card offers so much more ... all bundled in one card (see the ‘Features & Benefits Matrix’ on page 6‑9). As asserted on page 6‑10...

...No one of the major ‘payment industry’ sources has all the
comparable features and benefits in one bundle as the
GPX Card!

Recollecting the prepaid phone card experience about a decade ago, the initial phone card target market in the early 1990s was the group of consumers who did not readily have access to long‑distance telephone resources ‑ collectively, the ‘credit challenged segment. A prepaid phone card was a new concept to the United States market back then ‑ in the early 1990s, only about 5% of the population knew what a prepaid phone card was or how to use one. Now, everyone knows what a prepaid phone card is and what it offers ‑ principally convenience.

...Do you personally know of anyone who does not know what
a prepaid phone card is, or who does not keep one with them
for an emergency or convenience?

Management believes this same phenomenon will be repeated as it relates to the ‘prepaid cash card’ experience and the general public at large. The GPX Card is an alternative to any other form of monetary media used to make purchases, i.e., cash, money orders, personal checks, traveler’s checks, debit bankcards and credit bankcards.

•	Specific targeted retail segment. The other large retail subgroups of targeted GPX Card users are consumers unable to secure the traditional ‘credit bankcard’ and that do not have a bank account for ‘debit bankcard’ services. For example, the un‑bankable younger teenager, the college student, the migrant worker, the foreign tourist, or the ‘economically depressed’ segments of our society in general.

BUSINESS SEGMENT

This user segment is represented by businesses and organizations that could apply uses of the GPX Card in more specific applications, for example...

•	Payroll card services (optional). Rather than issuing payroll checks, the employer can issue a GPX Card to each employee and then electronically load their Card via a remote computer terminal. The first ATM withdrawal by the employee would be "free" (subsequent transactions would be normal fees). This optional payroll feature would be particularly advantageous to an employer with workers in several different or remote locations, or with differing payment cycles. This payroll card service would be particularly beneficial to a large segment of workers without a bank account.

•	Budgetary tool. Since the GPX Card is a prepaid card, the business / user can more effectively budget their expenditures. An example budgetary business application of the GPX Card is for use by an employee as a budgeted travel allowance / expense advance.

•	Money transfer. Businesses with employees who routinely travel ‑ e.g., truckers and outside salesmen ‑ may find it necessary to regularly transfer money to their workers while on the road, or perhaps occasionally such as for an unexpected vehicle repair. A GPX Card would be an excellent means to immediately transfer the needed funds to the employee ... the transfer funds could then be redeemed via either a POS transaction terminal or an ATM withdrawal.

INTERNET (‘E‑COMMERCE’) SEGMENT

This GPX Card user segment is targeted for users of the Internet for a safe and convenient alternative method of making purchases besides the customary methods of credit bankcards and bank‑account related instruments. Internet retailers continue to look for additional avenues of payment for their products other than mainstream credit cards. Credit cards have dominated the Internet for the payment of goods. Consumers worry about the security in using their credit cards. The prepaid GPX Card is the innovative answer to those security concerns.

A more specific user segment is targeted for teenagers, enabling them to make purchases on the Internet using a GPX Card ... or any other user without a credit bankcard.

Use of the GPX Card on the Internet could be done with complete anonymity in certain applications. The GPX Card does not require the purchaser’s name to be imprinted or otherwise associated with the Card, thus providing complete anonymity when using the card for buying goods and services including certain Internet purchases. Using the GPX Card will not require users to reveal to the merchant their name, address, telephone number or other personal confidential data, they would simply be identified by a randomly selected Card number and PIN.

INTERNATIONAL / MONEY‑TRANSFER SEGMENT

This GPX Card user segment is targeted for these subgroups...

•	Money transfer. The GPX Card is sold in a standard two‑card pack. The second Card can be given to a relative, friend, or dependent child away to school. This other cardholder can access funds in the shared account by using the second duplicate GPX Card / PIN at any participating POS retailer or ATM location. The cost of the money transfer feature of the GPX Card is in most cases much lower than other competing money transfer arrangements.

Money‑transfer applications might include:

•	Transfer of funds between parties in two countries,
•	Transfer of funds between a parent and a college student living away from home, or
•	As described above, transfer of emergency funds to employees who routinely travel, such as truckers and outside salesmen.

•	Travelers check. Many travelers purchase money orders, travelers checks or even cashiers checks for both security and convenience ... the GPX Card would be an ideal alternative. More importantly, the GPX Card can be used at ATMs around the world to withdraw cash as needed ... and of course the GPX Card is as secure as any of these other travel currency forms.

•	International services. This GPX Card market segment applies to developing nations without a mature ‘credit card’ infrastructure. In developing countries the only means of making purchases is probably using either cash or the traditional type of debit card that requires a bank account.

International service applications might include:

•	E‑Commerce. With the proliferation of Internet ‘e‑Commerce’ on a global scale, the GPX Card becomes a practical means for these international Internet users to make purchases.

•	Payroll services. Foreign country businesses often have to pay their labor force on a daily basis "in cash". This creates a number of administrative and security complexities. A GPX Card payroll service could greatly alleviate some of these all‑cash payroll problems.
OVERALL "CARD” MARKET

THE CREDIT CARD INDUSTRY...

Just a few decades ago, consumers could only pay for their purchases with cash or checks. Today, credit cards have become an integral part of consumer’s lives. Whether used for credit or debit at the ATM, for travel, or for purchases on the Internet or at home, owning a credit card opens up a whole new world of possibilities. The Visa® and MasterCard® are two of the most recognized and preferred brands of credit cards worldwide. About 700 million cards carry the MasterCard brand, and nearly 880 million cards carry the Visa brand or one of its acceptance marks such as Visa Interlink® or Visa Electron®. Visa cards, for example, are accepted at more than 14 million locations. Consumers using Visa® and MasterCard® products purchased more than $1.5 trillion in goods and services in 1999.

The credit card industry is a maturing industry. Many people that have "A" credit have too many cards. The competition between banks has become fierce and cards are now available with no annual fee and low rates of interest. Because banks started competing against one another on the basis of price (annual fees and interest rates), they have dramatically decreased margins on their credit card business. Consequently, banks are competing fiercely for the extremely credit‑worthy people, which is a shrinking, saturated market.

THE DEBIT CARD INDUSTRY...

There is now a growing industry of programs designed for people who prefer a secure and convenient payment solution to cash, checks, traveler’s checks, and / or traditional credit cards. According to a Visa/Gallup survey regarding "Consumers and Debit Cards":

•	90% of them said that debit cash cards have "made life easier";

•	58% are writing fewer checks for purchases; and,

•	40% are using cash for payment less often.

As the credit card marker has become more saturated, the prepaid cash marker is growing in popularity.

INITIALLY TARGETED MARKET SUBDIVISIONS

Within the ‘general user segments’ above, are references to certain specific targeted users and markets. While ZUG GPX, Gmbh intends to address in time all these and other yet defined market opportunities, the Company must focus its energies and resources to these initially targeted specific and general market prospects...
•	The retail segment ‑ specifically the ‘economically challenged’ and so‑called ‘un‑bankable group’
•	The Russian market subdivision ‑ domestic and international applications

SPECIFIC TARGETED RETAIL SEGMENT

The Company intends to market its GPX Card to the general public at large. Management believes that the GPX Card, with all its associated bundle of features and conveniences, will attract all segments of the marketplace. At the same time, however, the GPX Card will be specifically target marketed to the ‘economically challenged’. It is a matter of degree as to market emphasis however ‑ Management believes the market for the GPX Card is more tied to these specific target markets.

•	CREDIT CHALLENGED – There are millions of consumers within the CIS – or about 40% of the consumer population ‑ that are unable to secure a ‘credit bankcard’. Young adults, for example, face the same ‘credit challenges’ as those with a bad credit history.

College students are a segment of this specific target market that generally have not developed a credit history and that often rely on income from family members to financially support them while in school, either living at home or away. The parent can give the student a GPX Card that has a predetermined dollar load amount ... this will allow the student to make necessary purchases on a budgeted basis. The GPX Card would eliminate the annoyance of sending the away student either cash, checks or entrusting the young adult with the parents’ credit card.

Using the GPX Card would provide this ‘credit challenged segment’ the same benefits of using a credit card without the necessary credit requirements ‑ a bank account, proof of nationality, age requirement, good credit history, etc.
	
•	UN‑BANKABLE GROUP – Besides the millions of consumers that are unable to secure a ‘credit bankcard’, there are millions within the U.S. who for one reason or another live mainly on a cash basis.

The ranks of the un‑banked are growing...
about 23% of the population, or 43 million people.

Without a bank account, the consumer is without two primary payment instruments ‑ checks and debit bankcards. Furthermore, without a bank account, it is difficult to even cash a payroll check ... the payroll check cashing industry is estimated to represent 28% of U.S. households. The fee for exchanging a check at a check‑cashing outlet is 1 % to 10% of the check amount. Also, according to the U.S. Treasury Department, there are at least 10 million Americans who receive some form of government payment who cannot afford banking services.

The ‘economically challenged’ is a specific target market for the GPX Card ‑it is a growing market energized by...
•	a decline in the number of households with bank accounts,
•	an increase in low‑paying service‑sector jobs, and
•	an overall increase in the lower‑income population.

COMPETITIVE ANALYSIS

•	Who is the Competition?
•	The ‘Bankcard Industry’
•	Bank Checking Accounts
•	The ‘Money‑Transfer Industry’
•	The ‘Prepaid Card Industry’
•	Comparative Analysis
•	The GPX Card ‑ A Unique Product
•	Competitive Strategy

WHO IS THE COMPETITION

The next few steps in our ‘competitive analysis’ is to:

1.	Describe these other ‘payment industry competition sources
2.	Compare the features and benefits of each competitor’s product(s)
3.	Identify the GPX Card characteristics that set our product apart from those of the competitors
4.	Define competitive strategies

As the graphic on the previous page shows, there are four prominent payment industry sources...

•	Debit bankcard
•	Credit bankcard
•	Bank checking account
•	Money transfer resources

Here are some of the basic aspects that differentiate the several competing payment instruments...

•	Product features and benefits,
•	Pricing of products and services,
•	Sales and marketing methods,
•	User segments targeted, and
•	Specialization.

THE BANKCARD INDUSTRY

The majority of card companies ‑ debit and credit bankcards ‑ have major competitors primarily because of the length of time they have been in business and because of their target markets.

This so‑called ‘card industry’ is principally comprised of the following two card types...

	CREDIT BANKCARDS. Most card issuers within the credit bankcard industry segment can be best characterized as ‘hyper‑competitive’. There are the major banks and card companies largely competing for the same customers ... those that have bank accounts and ‘A‑1’ credit are their primary target market. Competing credit bankcard companies are very similar without any clear difference from one to the next.

Credit bankcards are highly coveted by most of the buying public ... but obtaining one is most elusive for 40% of the consumer population; moreover, 90% of the people in the world cannot obtain a credit card. In order to obtain a credit bankcard, generally it is necessary (a) to have a job, (b) be a resident, and (c) to have good and, most often, extensive credit.

Even though 60% of the consumer public has a credit bankcard  75% of people’s credit cards are maxed out!

This still leaves a majority of all consumers ‑ about 55% ‑ unable either to obtain a credit bankcard or unable to use the card once obtained.

	DEBIT BANKCARDS. Debit bankcards were developed to provide bank customers with a means of making purchases or securing cash away from the bank or after bank hours. However, their cards must be connected to a bank account with available funds.

Again, there are millions of credit card consumers who got in trouble with their credit line or were caught in the high interest rate credit card squeeze that now prefer debit cards.

CREDIT VERSUS DEBIT BANKCARDS...
Consumer preference varies when it comes to using a credit bankcard versus a debit bankcard. Here are a few of the consumer options to be considered...
Credit BankCard                                                                     Debit BankCard	
Which card ?	
Credit cards usually are for larger purchases.	Debit cards typically are used as substitutes	
Consumers can pay over time or make one	for cash or checks to pay for everyday items	
payment upon receiving a monthly statement.	- groceries, gasoline, restaurant meals and	
	department store purchases.	
How about convenience?	
Consumers do not have to provide the	When using a debit card, the security PIN	
merchant with any additional information	verifies purchases at the point of sale and	
when using a credit card.	cash withdrawals at ATMs.	
When is the purchase aid for?	
Total monthly credit card purchases are billed	Funds for debit card transactions are	
on a monthly basis, and can be paid	deducted directly from the linked checking	
immediately or over a period of time.	account.	
What about fees and / or interest rates?	
Annual fees vary depending on the bank	The bank may charge an annual, monthly, or	
(some have no such fee).	per-transaction fee for using a debit card.	
Interest rates vary, with many issuers’ rate at	No interest is charged unless the account	
20%+ APR. Most credit card issuers do not	balance dips into an overdraft line of credit	
charge interest if the monthly balance is paid	tied to the checking account.	
off immediately.		
BANK CHECKING ACCOUNTS

Like credit cards, a significant number of the consumer population do not have the necessary credentials to open a bank checking account ‑ 15% in the United States and 90% worldwide do not have a checking account.

Similar to bankcards, there are certain general requirements necessary to set up a checking account at a bank...
•	Must have a valid residence street address (no postal box number address) and telephone number
•	Must have a tax ID, such as a social security number
•	Must show two pieces of ID
•	Must have one year on the job employment
•	Must be over the age of 18
•	Must have a minimum of $100 to set up the account

Besides this, there are many restrictions when attempting to cash a check...
•	Must show two pieces of identification ... typically a check‑cashing card issued by the bank and a valid driver’s license with a picture ID.
•	Can usually write a check only for the amount of the purchase, or perhaps just a small amount above the purchase amount ... $5°° to $20°°, for example.
•	Can usually write a check only within the state of issuing bank, out‑of‑state checks are generally not accepted.

There are several fee schedules associated with a bank account, which vary considerably from bank to bank. Typical fees from some leading interstate banking institutions are as follows...

Bank Fee Schedule	
Monthly Maintenance Fee 	 $5       to    $950	
ATM Fee 	 $1       to    $20	
Money Order Fee 	 $3       to    $70	
Wire Transfer Fee	 $250   to   $450	

THE MONEY TRANSFER INDUSTRY

These three type money‑transfer groups dominate the money‑transfer industry:

•	Money Orders

•	Electronic Money Transfers

•	Bank Wire Transfers

The following is a discussion of these money‑transfer groups that are typically used here in the United States to transfer funds to a foreign country ... such as an immigrant sending funds to a relative in Russia.

•	MONEY ORDERS

Sending a money order abroad is the least expensive alternative. However, since money orders are sent via the postal service, they are subject to risk of being lost in the mail or stolen. The sender can recover the money, but the procedure can be very time consuming, which could take several months.

Buying a money order is a relatively simple process that requires the sender to provide...
•	the name and address of the person who will receive the money, and
•	the name and address of the person who is sending the money.

The following is a description of the two most common forms of money orders...

 DRAFT MONEY ORDER. 	This form of money is bought at a bank with a minimum fee of $11°° and increases with the amount being sent, plus a charge for currency conversion at the receiver end. The sender must also provide the name of the foreign bank and address of the specific branch. The money order must be presented for collection at the specific bank indicated on the draft.

POSTAL MONEY ORDER 	This form is commonly used by those without a US bank account and can be purchased in any US Post Office. The charge is $3°° for every $500 being sent (plus currency conversion charges). No specific bank is indicated on the draft. The international money order is presented to any foreign bank. There is normally a delay of a few days while the foreign bank confirms the transaction with the issuing institution.

•	ELECTRONIC MONEY TRANSFERS

This money‑transfer medium is dominated by these two entities:
•	Western Union ‘Money Transfer’
•	Travelers Express ‘Money Gram’

Their fee schedules and services are very comparable. By Mexican regulation, the transfer fee to Mexico is flat rated at $15 per transaction, regardless of the transfer amount. Money transfers from the United States to other countries are in accordance with graduated fee schedules depending on the amount transferred. 
An electronic money‑transfer transaction involves the following:
•	The sender goes to a Western Union or Money Gram agency.
•	The sender provides the agency the name, address and phone number of both the person who will receive the money and the person who is sending the money.
•	The sender must then inform the recipient where the money transfer can be claimed.

Monies are sent by the respective entities via electronic transfer to a controlled receiving agency. Since the transaction is between institutions, this type electronic money transfer is totally secure.

The following is a description of these two dominant electronic money‑transfer entities:

WESTERN UNION 

Western Union is the largest and oldest, and is the leader in electronic money transfers. Their ‘Money Transfer’ service is available at more than 50,000 locations in over 160 countries.  Western Union has two types of electronic transfer...
•	‘Money in Minute’ where the money transfer is available to the recipient in as fast as 10 minutes.
•	‘Money Transfer’ where the money arrives the next day at a central office of Western Union, and from there on to offices in smaller cities in two days total.
Western Union also offers electronic money transfer services over the telephone and Internet using MasterCard®, Visa® or Discover®.

		MONEYGRAM

	Their international money transfer service is available at more than 30,000 agent locations in over 135 countries.  Like Western Union, money is available through their electronic money transfer program in as little as 10 minutes.

•	BANK WIRE TRANSFERS

Sending money abroad via a bank wire transfer is one of the most secure methods whereby money is transferred electronically from one bank to another. However, this method is perhaps the most expensive alternative in the $100‑$200 range. A bank wire transfer usually costs about $45 regardless of the amount being transferred, plus the cost of foreign currency conversion.

A bank wire‑transfer transaction generally involves the following:
•	The sender must have a US bank account and the recipient must have a foreign bank account.
•	The sender must provide...
	1.	The name of the foreign bank and address of the specific branch, which will receive the money

	2.The ABA number or ‘swift code’ of the foreign bank, and

	3.The recipient’s name and bank account number

•	Money is then transferred electronically from one bank to another. Depending on the banks involved, a bank wire‑transfer transaction usually takes 1 or 2 days.
THE PREPAID CARD INDUSTRY

The prepaid card industry was brought to America in the form of prepaid phone cards ... this segment has grown and evolved throughout the past ten years into a multi‑billion dollar industry. The prepaid phone card was the precursor to CASHANYWHERE’S prepaid ATM cash debit card ‑ the GPX Card. 

PREPAID CASH CARDS ‑ MINOR DIRECT COMPETITION

Competition in the prepaid cash market is relatively soft, with only a few indirect competitors that offer prepaid, or stored‑value, gift cards to be used in the specific stores issuing the card. To date our research has not been able to detect many direct competitors offering the same features as the proposed GPX Card. Most of these so‑called direct competitors, like us, are generally in an initial introduction or start‑up phase.

COMPARATIVE ANALYSIS

The above sub‑sections described the major forces in the payment industry that are characterized as competing products and services to the Company’s GPX Card.

THE GPXCARD ‑ A UNIQUE PRODUCT

What makes the GPX Card unique? Section 2, "Product and Processing Overview", described in detail the features and benefits of the GPX Card (see highlights on page 2‑6), including some of the unique features and benefits (see descriptions at pages 2‑8 and 2‑9).

COMPETITIVE STRATEGY

The prepaid stored‑value cash card industry will invariably heat up as banks, credit card and money‑transfer companies and other innovative companies expand or enhance their product lines to seize new opportunities to capture more pieces of every non‑cash payment transaction.

While our competitors in the payment industry may have longer operating histories and greater financial resources, they do not offer the bundle of features and benefits of the GPX Card ... this is not to say that this competitive advantage could quickly deteriorate. Our more direct competition in the `prepaid cash card industry are not yet anywhere close to being major competitive forces, particularly in the key area of marketing and distribution ‑ a major alleged strength of ZUG GPX, Gmbh Most importantly, ZUG GPX, Gmbh reasserts its position that satisfactory market share of retail stores will be realized ... overlaying a prior existing customer base emanating from the marketing techniques developed and proven in connection with the prepaid phone card industry experience. ZUG GPX, Gmbh recognizes the importance of knowing the competition, and being ready to position itself against each competitor in the mind of the potential customer. Our competitive strategy coupled with our distribution channels will hopefully enable us to successfully reach our targeted markets segments, plus consumers from all segments of the marketplace. In summary, we believe this combined strategic mix of ingredients will equal a winning competitive advantage...

When taken in its entirety, the GPX Card offers our major
target market ... the un‑bankable and credit challenged! ... an
extremely competitive package of services at
especially reasonable prices!!
SALES AND MARKETING

SECTION OVERVIEW
This Section is divided into two segments:

MARKETING PROGRAM 
The first part of this Section describes ZUG GPX, Gmbh’s 
marketing program designed, at least initially, to create customer
awareness of the Company’s new product ‑ the GPX Card.

	MARKETING PROGRAM

•	Basic Market Overview...
•	General user segments
•	Initially targeted market subdivision

•	Target Market Phases
•	Marketing Development ‑ Phase I...
-	Development strategy
-	Professional services
-	Test markets
-	Overview flowchart
-	Marketing instruments
•	Marketing Strategies

SALES PROGRAM 
The second part of this Section is devoted to the
GPX Card sales program directed at soliciting and procuring retailer 
customer accounts coupled with sales of the GPX Card to consumers.

	SALES PROGRAM

•	Sales Structure

•	Channels of Distribution

MARKETING PROGRAM

BASIC MARKET OVERVIEW

ZUG GPX, Gmbh new prepaid product, the GPX Card, will
  Essentially be available to everyone in the marketplace!

This is new and innovative to the payment industry ... a card that is available to ANYONE that would like an ATM cash debit card. 

We have the ability to reach every market. The GPX Card is a
‘universal product’ in terms of usage!

"Market Analysis", the market for the GPX Card was described in terms of General user segments that would most benefit from using our new prepaid product; and, Specific targeted users within these general user segments.

GENERAL USER SEGMENTS

•	Retail segment. This GPX Card user segment is targeted for two subgroups...

	Universal retail segment. This large‑scale segment deals with the more universal group of consumers who would purchase a GPX Card simply for the convenience features.

...no one of the major payment industry sources has all the
comparable features and benefits in one bundle as the
GPX Card!

	Specific targeted retail segment. The other large retail subgroups are consumers unable to secure the traditional ‘credit bankcard’ and that do not have a bank account for ‘debit bankcard’ services ‑ the economically depressed segments of our society in general.

•	Business segment. This user segment is represented by businesses and organizations that could apply uses of the GPX Card in more specific applications, for example the ‘payroll card services’ program.

•	Internet E‑Commerce segment. This GPX Card user segment is targeted for users of the Internet for a safe and convenient alternative method of making purchases besides the customary methods of credit bankcards and bank‑account related instruments.

•	International money‑transfer segment. This GPX Card user segment is targeted for these subgroups...
•	Money transfer. Primary application of transferring funds between parties in two countries.
•	Travelers check. For both security and convenience, the GPX Card would be an ideal alternative for travelers who purchase travelers checks, money orders or even cashiers checks.
•	International services. Applications might include...
•	E‑Commerce. With the proliferation of Internet ‘e‑Commerce’ on a global scale, the GPX Card becomes a practical means for these international Internet users to make purchases.
•	Payroll services. Foreign country businesses often have to pay their labor force on a daily basis "in cash". This creates a number of administrative and security complexities. A GPX Card payroll service could greatly alleviate some of these all‑cash payroll problems.

INITIALLY TARGETED MARKET SUBDIVISIONS. While‑ ZUG GPX, Gmbh intends to address in time all these ‘general user segment markets above and other yet defined market opportunities, the Company must focus its energies and resources to the initially targeted specific and general market prospects. 

TARGET MARKET PHASES

In order to best attend to all these market opportunities in a methodical and thorough fashion, the Company has formulated a multi‑phase market development plan to be implemented over a number of months.

PHASE I. Particular emphasis in Phase I will be given to the following two sub‑markets ... the market development plan for this phase is described in the next sub‑section.

•	Retail segment ‑ the ‘economically challenged’

•	The Russian ethnic market subdivision ‑ especially the domestic Russian market. 
	
PHASE II. Implementation procedures will begin in earnest following Phase I.
•	Ethnic / international market subdivisions. Prospective representative relationships have been 
	established in each of these international market subdivisions.
	- Moscow
	- St. Peter
	- Kiev
	- Nova
	- Sybersk
•	Payroll card services. Specific domestic and international user applications have been initially identified.
•	Internet Card services. ZUG GPX, Gmbh has been rigorously exploring Internet applications of its various prepaid card products / services for the past two years.
•	Business Card services. A particular inaugural application will be with a large national insurance agency group ‑ estimated at 4,500 agents ‑ that also caters to the Russian market. The program would center on issuing a free $25 GPX Card to each of their clients.

PHASE III. Implementation of this Phase is more of an on‑going endeavor, but secondary to the immediacy of Phases II and I.
•	International Card services ‑ continued focus marketing to additional international / ethic subdivisions.
	Enhanced GPX Card services...
•	Prepaid phone card. As indicated in Section 2, ZUG GPX and Swiss partners have an extensive background in the telecard and telecommunications industries. A prepaid phone card feature would be an ideal enhancement to the GPX Card.
•	Bill‑pay service
•	"Frequent buyer points" for airline travel
•	Military. A tremendously successful test application was conducted by the U.S. Army in 1999 of a stored‑value cash card issued to 125,000 recruits to make purchases at the "PX" and concessions, as well as to access their pay during the two‑month basic training course. The program, with over 1 million transactions, resulted in enormous savings in processing time.
•	Public transportation vouchers.

MARKETING DEVELOPMENT ‑ PHASE 1

DEVELOPMENT STRATEGY

The marketing development strategy for this Phase I is two‑fold...
•	Create customer awareness of the Company’s new product
•	Create a Company message that our GPX Card is competitively unique, emphasizing the distinguishing features and benefits of the Card, for example...
Prepaid none of the competition offers prepaid features! disposable! reloadable!
Anyone can obtain no need for credit, bank account, personal ID, etc ...etc...!
Anonymity.  Complete anonymity when using the card!

	PROFESSIONAL SERVICES

In devising and implementing our marketing development strategy, the Company will use the services of outside professional marketing I design groups. The Company previously employed a team of in‑house marketing / design personnel ... based on this experiment, Management now feels it is more economical and versatile to outsource these tasks, at least initially. These professional outside services will include:
•	A marketing consultant / advertising agent to help orchestrate and manage the Phase I rollout program. ZUG GPX has had preliminary implementation strategy work‑ups with two marketing consultant groups.
•	Graphic designers) to develop (a) the GPX Card design and its security packaging; and (b) the retailer site / 
•	POS marketing and promotional materials.
•	Legal advisors) to consult on the GPX Card / packaging disclosures.

With respect to such legal matters, a particular legal / technical question had to do with the matter of "anonymity" and whether the Card can be issued without the name of purchaser ‑ an integral feature of the GPX Card. An opinion was sought and received from legal counsel (copy is included in the Exhibits Section), in summary... 
"there are no regulations pertaining to anonymous ATM cards. There is no requirement
that  any identification or consumer information be contained on an ATM card."

TEST MARKETS

As part of the ‘Phase I rollout program’, the Company intends to launch the GPX Card in a controlled setting to more effectively measure actual against anticipated results. For this purpose, the company has identified test market locations...
•	Moscow
•	St. Peter
•	Kiev
•	Hungary
•	Online Merchants... was selected because (a) it is representative of all the general online segment and global ethnic markets.

MARKETING INSTRUMENTS

There are several marketing instruments planned to be utilized by the Company as part of its two‑pronged marketing development strategy, namely to…
•	Create customer awareness of the Company’s new product, and
•	Create a Company message that our GPX Card is competitively unique, emphasizing the distinguishing features and benefits of the Card.

The most noteworthy marketing instruments ZUG GPX, Gmbh plans to use include:

•	Direct Response Television ("DRTV"). This media is a powerful marketing tool for development of and launch of a new brand or product such as the GPX Card. Some of the benefits and features of DRTV include...
- Creates product awareness and branding
- Creates demand
- Wide audience
- New distribution channel
- More media for less money
- Dispenses targeted messages to specific audiences
- Develops a product story allowing the Company to `tell it and sell it’

•	Radio. This broadcast media would be particularly useful in specific target markets like the top‑10 Russian market cities.

•	POS marketing and promotional materials. We know from our experience with other prepaid products, that point‑of‑sale merchandising is the most effective means to drive sales. We will place heavy emphasis on displays and other in store promotional aides. The GPX Card and packaging is the most important and fundamental marketing tool. Some of the benefits and features of these POS marketing and promotional materials include...
- Builds brand identity
- Educates consumer
- Targeted messages
- Wide audience
- Defines benefits and features

MARKETING STRATEGY

Our basic marketing strategy is to place our new GPX Card directly in front of our target groups at the retail level. This will be accomplished by offering retailers a share of the GPX Card sales price (50%), load fees (30%), and recurring revenue derived from the use of the card for POS purchases and ATM withdrawals (10¢ per transaction). Placement at retail will be accomplished by our network of representatives who profit from established business relationships among our targeted retail industry organizations. These representatives are only rewarded by success. They are responsible for all of their own expenses and will be compensated by a share of the earnings from Card sales and usage.

A major goal of our marketing plan is to position our Company as the provider of valuable services for end users of the GPX Card and revenue streams for our retail partners. Our marketing strategy will be based around an aggressive sales effort.

SALES PROGRAM

SALES STRUCTURE

There are two basic components of a sales system, the sales force and the sales process.

Our primary sales method will be through independent sales representatives. The sales process will be first and foremost through retailers ... our basic marketing strategy is to place our new GPX Card directly in front of our target groups at the retail level.

We are going to employ a variety of sales methods to reach our target markets as effectively as we can. The overall sales structure is portrayed in the flowchart on the following page...

CONSUMER INDEPENDENT SALES REPRESENTATIVES

The Company relies on independent sales representatives / organizations to get our product to the retailers, who in turn sell the GPX Card to consumers. There are two categories of representatives ‑ individual sales agents, and independent marketing organizations ("IMOs"). Larger market coverage will obviously be through the IMOs.
	
The advantages of IMO representatives are many...
•	Have their own established sales force
•	Regular access to key retailer customers
•	Have a large number of established retail account customers

This sales and distribution network is already a proven success ... We fully expect the GPX Card penetration into the prepaid cash card marketplace to be swift and widespread.
Besides this established representative network, the company must build up a force of additional sales representatives ... a particularly important aspect of our sales process is recruiting and training new independent sales representatives.

OTHER SALES FORCE RESOURCES

Besides the above‑described independent sales representatives, the Company will also utilize other sales techniques and resources...

IN‑HOUSE SALES ZUG GPX will use its own in‑house sales department / management staff to obtain distribution accounts, particularly large retail chains not otherwise represented by our independent sales agents and IMOs.

RETAILERS / DISTRIBUTORS

The GPX Card will be sold through retailer outlet, especially grocery stores that represent about 59% of the retail industry POS activity. The crucial challenge in our sales efforts is to get our GPX Card placed on the retailer’s shelves ‑ particularly at the strategic POS checkout stands / aisles.

We intend to market our product to retailers through a combination of independent sales representatives and our own sales department.

BASIC SALES TACTICS

Market targets will be established as well as performance quotas. We will initially conduct test markets to perfect our program. Our goal is to have sales presentations made to every significant retail chain within six months of the test market completion.

CHANNELS OF DISTRIBUTION

ZUG GPX, Gmbh, through the representative network described above, has prominent channels of distribution in place that will potentially supply the GPX Card to thousands of merchant locations in the Russian Federation.

The GPX Card will be sold in places that are a part of the general public’s everyday life and in locations that are frequented most everyday.  Just a few of the types of locations that will potentially offer the GPX Card –

Retail
Convenience Stores 			
Supermarkets 				
Drug Stores 				
Discount Stores 				
Gas Stations
Restaurants
University Bookstores
Mass Merchants

Travel and Hospitality
Airports 					Military Bases
Bus and Train Terminals 			Russian Postal Service
Car Rental Agencies			Consulates & Embassies
Hotels & Motels 				Check Cashing Outlets
Gaming Casinos 				Currency Exchange
Non‑Profit & Government 		Independent Banks
Church‑based Organizations		Insurance Agencies

ECONOMIC ASPECTS
•	Economic Aspects ‑ Section Overview
•	Transaction Types & Product Pricing ‑ Costs to the Consumer
•	Return to the Retail Merchant
•	Return to the Bank Alliance Partner...
•	Costs to the Alliance
•	GPX Card / Reload Sales Projections
ECONOMIC ASPECTS ‑ SECTION OVERVIEW

This Section describes the economic aspects of the GPX Card program, particularly as they relate to the primary participant groups comprising the GPX Card sales processing‑administration organizational infrastructure...
•	Retailer (see Section 5, "Market Analysis")
•	Bank alliance partner I processor (see Section 4)
•	Sales and marketing organizations (see Section 7)
•	ZUG GPX, Gmbh.

Based on, amongst other factors, the perceived tasks performed by these individual participant groups, Management has initially setout an income schedule for each group by transaction type ‑ see ‘Income Matrix’ on the following page.

TRANSACTION TYPES & PRODUCT PRICING

COSTS TO THE CONSUMER

With respect to the purchase of a GPX Card there are four basic transaction groups ‑ in other words, there are four cost elements to the consumer in connection with the initial purchase and succeeding Card activities. Conversely, there are four major income groups to the Alliance and associates.

These four basic transaction groups consist of:
1. GPX Card sales amount and load I reload fees
2. Point‑of‑sale ("POS") purchase transaction fees
3. ATM withdrawal transaction fees
4. Monthly maintenance fees

Management has initially set the consumer price per transaction type as set forth in the first column of the ‘Income Matrix’ table. These prices reflect what Management believes will be fair to the consumer and competitive with other contending product resources (i.e., checking accounts, bank debit accounts, money transfer providers, etc.)

CARD SALES PRICE 
	The GPX Card will be sold in a double‑card pack (un‑loaded) and is expected to sell at a retail price of $7.00 The Card will then be activated at the POS terminal site.

LOAD / RELOAD FEES 
	At the time the GPX Card is    activated, the consumer will tender the cash amount to be loaded on the Card "load" ‑ initial load retail price is $5°°. The total consumer price for the initial purchase of a GPX Card is $12°° ‑ the new Card sales price of $7°° plus the load fee of $5°°. Afterwards, the Card can be reloaded at the same $5°° price as the initial load, but without incurring the cost of a new card at $7°°.

POS TRANSACTION FEE
Proposed 50¢ transaction fee for each use of the Card for a domestic POS purchase. This fee is in addition to any debit card transaction fee the retailer may charge, if applicable. A $2°° transaction fee is proposed for an international POS purchase this transaction type is assumed limited ...see comments below.
ATM TRANSACTION FEES 
	Proposed $2°° transaction fee for each use of the Card for a domestic ATM withdrawal ($35° for an international ATM withdrawal). This fee is in addition to any ATM fee, if applicable, customary charged by the ATM machine facility.

The consumer will also be charged a fee for any ATM withdrawal request that is declined (e.g., for insufficient remaining funds on the Card) ‑ 31 ¢ domestic and 36¢ international. Additionally, the consumer is charged 6¢ for every Card account balance inquiry made through an ATM terminal. These ATM decline and inquiry fees are ‘pass‑through’ processor network costs that are apparently the actual costs charged our bank alliance partner.

MAINTENANCE FEES 
Once the GPX Card has been active for more than one month, a monthly maintenance fee of 2°° is applied against the remaining prepaid Card balance. Once the Card has been inactive for more than 120 days (4 months), the monthly maintenance fee is increased to a total of $7.

The "Transaction Flowchart’ on the following page 8‑5 is a graphic illustration of the above described GPX Card transaction types and consumer pricing. This graphic also indicates Management’s estimate of the frequency of transaction types occurring during one month of activity, for example...

ATM vs. POS
It is assumed that the GPX Card will be used about 20% of the time for ATM withdrawals (one withdrawal transaction per month) versus 80% of the time used for point‑of‑sale transactions (four domestic transactions per month).

•	Domestic vs. International. It is further assumed that the one monthly ATM transaction will be divided 75% for domestic use and 25% for international use. Management assumes all POS transactions will be domestic. No international POS transactions are assumed for the immediate near future because the targeted international markets, such as Russia and CIS countries, do not possess the POS transaction system infrastructure like that of the United States.

RETURN TO THE RETAIL MERCHANT

The retail merchant who sells the GPX Card to the consumer will receive income from three sources:

•	CARD SALES The selling merchant will receive 50% of the new Card sales price ‑ projected at $3.50 cents per Card (50% of $7°° price).

•	LOADS/ RELOADS The selling merchant will also receive 30% of the load / reload fee ‑ projected at $1.50 per Card (30% of $5°° load fee).

•	COMMISSIONS The retail merchant who originally sold the new GPX Card will receive a residual percentage of the recurring transaction fees on that Card ‑ 10¢ for each use of the Card (i.e., all POS purchase and ATM withdrawal transactions). Even if the Card is reloaded at a different retailer, the residual commission stays with the merchant originating the new Card sale.

In addition to the above, the merchant could reap other benefits, for example, added merchandise sales to the GPX Card buyer, plus ATM fees charged by the ATM machine facility provider, if applicable.
RETURN TO THE BANK ALLIANCE PARTNER

There are several sources of income to our bank alliance partner from the participation in the GPX Card program ‑ both direct and indirect sources. 

TRANSACTION TYPE	BANK
INCOME	
Initial load fee	$ .50	
Reload fee	.50	
POS domestic purchase	.15	
POS international purchase	.50	
Domestic ATM withdrawal	.75	
International ATM withdrawal	2.50	
Monthly active account fee	.10	
Monthly inactive account fee > 120 days)	.40	
NON-CARD TRANSACTION FEES		
Monthly Internet link services	1,000.00	
Interest on account balances - "float"	4%	

In "Projections", Management formulated a projection model of the estimated amount of income to CASHANYWHERE per GPX Card per month Management has also formulated a similar projection model of the estimated amount of income to our bank alliance partner ‑ see Exhibits Section, "Gross Income Projections ‑ 
	
This income does not include other direct income the bank alliance partner will realize from participation in the GPX Card program, including...

INTERNET CONNECTION 
CASHANYWHERE would pay The Bank a monthly fee of $1,000 for Internet link services between the two entities.

FLOAT
The bank alliance partner will earn all interest / float on the money transferred to the GPX Card consumer / user trust account until the prepaid balance is spent. This interest / float is estimated at 4.0% (per The bank). There may be also other interest / float opportunities for the Bank ‑ e.g., non‑interest bearing trust accounts set up at The Bank for monthly commissions settlements with retailers and CASHANYWHERE sales agents.

INTERCHANGE FEES 
Customary point‑of‑sale interchange fee paid by the merchant for transacting a purchase using a debit card, such as the GPX Card. This interchange income is estimated at 17¢ per domestic POS transaction (per The bank).

MERCHANT ATM FEE
		Customary ATM user fee set by the host bank.

The above are direct and measurable sources of income to the bank alliance partner associated with the GPX Card program. In addition to this, our bank alliance partner will realize other indirect return opportunities.
NEW PRODUCT OFFERING
		The GPX Card is a new product in the marketplace, which of course represents a new profit center opportunity to our bank partner.

POTENTIAL NEW CUSTOMER BASE
Customers using the GPX Card may eventually be target customers for our bank partner’s ‘credit bankcard’ and other bank services.

COSTS TO THE ALLIANCE
Offsetting the income sources outlined above are the following major direct costs to the Alliance from the sale of the GPX Card.

SALES & DISTRIBUTION 
	Commissions to the independent sales and marketing representatives.

RETAIL MERCHANT 
The merchant will receive a percentage of (1) the Card sales price (plus load /reloads), and (2) recurring ATM and POS transaction fees.  CARD PACKAGE Costs to manufacturer the GPX Card and carrier package, plus storage and distribution costs.

PROMOTIONAL 
	Costs to promote and advertise the GPX Card, including point‑of‑sale sales aids.

CLEARING HOUSE 
	Customary network and processor Card processing house costs.

CUSTOMER SERVICE 
Cost to provide or outsource a customer service staff. Initially, this function will be outsourced to, for example, the Bank’s primary possessor, First Data Corporation.

GPX CARD / RELOAD SALES PROJECTIONS

In the following Section, the Company sets forth its projection of GPX Card quarterly sales during the initial two years ...minimal sales are projected during the first quarter, beginning January 2002. After this start‑up period sales are expected to accelerate at a rapid pace, reaching a projected peak of 51,000 retail store POS terminal locations by the end of the 24‑month ramp‑up phase with projected new GPX Card and reload sales at 4,800,000...

PROJECTIONS

THE PROJECTIONS HEREIN ARE BASED ON ESTIMATES AND ASSUMPTIONS
WHICH ARE INHERENTLY UNCERTAIN AND, THOUGH CONSIDERED
REASONABLE BY ZUG GPX, Gmbh, ARE SUBJECT TO SIGNIFICANT
BUSINESS, ECONOMIC, AND COMPETITIVE UNCERTAINTIES AND
CONTINGENCIES, WHICH ARE DIFFICULT TO PREDICT AND BEYOND THE
CONTROL OF THE COMPANY. ACCORDINGLY, THERE CAN BE NO ASSURANCE
THE PROJECTION RESULTS WILL BE REALIZED OR THAT ACTUAL RESULTS
WILL NOT BE MATERIALLY DIFFERENT. NEITHER ZUG GPX, Gmbh
NOR ITS OFFICERS AND REPRESENTATIVES ASSUMES ANY RESPONSIBILITY
FOR THE ACCURACY OR VALIDITY OF THE PROJECTIONS.

•	Projections Overview

•	Projections Flowchart

•	Transaction Analysis.

•	ZUG GPX, Gmbh Monthly Income per Card

•	Projected GPX Card Sales...

•	Stores / POS Terminals
•	New GPX Card sales
•	Card Reload Sales

•	Projected Results of Operations

PROJECTIONS OVERVIEW
The Company’s projections of GPX Card sales and operating results are set forth in
	this Section...

	SUMMARY OVERVIEW 
The first part of this Section gives a summary overview of the various components comprising 
the ‘GPX Card Projection Models’.

	PROJECTION MODELS 
At the end of this Section are the ‘GPX Card Projection Models’ ‑ see the table of contents on the introductory cover page to the models segment.

On the next page is a ‘Projections Flowchart’. This flowchart is a graphic overview of how these projections were formulated on a step‑by‑step basis, including projected ‘Cash Flows’ and ‘Capitalization’ in Section 10 following.

DEFINE TRANSACTIONS 
There are four basic transaction groups:
	1. GPX Card sales amount and load l reload fees
	2. Point‑of‑sale ("POS") purchase transaction fees
	3. ATM withdrawal transaction fees
	4. Monthly maintenance fees

SET TRANSACTION PRICES
Management has initially set the consumer price per transaction type as set forth in the following table. These prices reflect what Management believes will be fair to the consumer and competitive with other contending product resources (i.e., checking accounts, bank debit accounts, money transfer providers, etc.)

TRANSACTION TYPE	CONSUMER
PRICE	
GPX Card sale price	$ 7.00	
Load / reload fees	5.00	
POS domestic purchase	.50	
POS international purchase	2.00	
Domestic ATM withdrawal	2.00	
International ATM withdrawal	3.50	
Monthly active account fee	2.00	
Monthly inactive account fee > 120 days)	7.00	
ALLOCATE INCOME AMONGST PARTIES 	
There are five primary participant groups comprising the GPX Card sales‑processing‑administration organizational infrastructure.
•	Retailer (see Section 5, "Market Analysis")
•	Bank alliance partner / processor 
•	Sales and marketing organizations 
•	CASHANYWHERE, Inc.
•	ZUG GPX, Gmbh.
Based on, amongst other factors, the perceived tasks performed by these individual participant groups, Management has initially setout an income schedule for each group by transaction type ‑ see ‘Income Matrix’ in the preceding Sections, "Economic Aspects".

	PROJECT NUMBER OF TRANSACTIONS

The final phase of this ‘Transactional Analysis’ branch of the ‘Projections Flowchart’ was projecting the number of transaction types per GPX Card per month ‑ see ‘Average Monthly Income Per Card’ on the following page. Based on this income schedule, the Company projects that ZUG GPX, Gmbh will generate on average ... $2.39 income per GPX Card per month!

PROJECTED GPX CARD SALES

The second step in formulating the accompanying projection model was to estimate (a) the number of store locations (POS terminals), (b) the number of new Card sales per each POS terminal, and (c) the number of subsequent Card re‑load sales.

The ‘GPX Card Projection Model’ at the end of this Section sets forth these three variable estimates by quarter ‑ see ‘Retail Stores Projections’ and ‘Sales Projections’ models for years 1 and 2.

There are generally two types of retailer groups the Company will market its GPX Card through...

1. Convenience ("C" type) stores usually with only one POS terminal

2. Major size ("A" type) multi‑terminal stores such as a food supermarket

The respective two groups could either be a large chain‑store group or an independent store or a group of independent stores. For projection modeling purposes, it was necessary to correlate these two vastly different groups ‑ "A" and "C" type stores ‑into a measurable common denominator, such as POS checkout terminals. Based on a local market survey conducted by ZUG GPX, Gmbh, it is estimated that on average there are approximately three (3) active terminals per each "A" store location. Hence, for projection modeling purposes there are three terminals for an "A" store compared to one terminal for a "C" store.

Management projects the ramp‑up of store locations and GPX Card sales to take place during the first two years of operations as set forth in the following summary tables...these projection estimates are largely derived from Managements’ previous experience of marketing prepaid phone cards. Additionally, for Management’s assessment in support of these stores locations / card sales projections see Section 5, "Market Analysis", and Section 7, "Sales and Marketing".

GPX Card
Average Monthly Income Per Card
 	CASHANYWHERE Income (a)	Transactions
  	Frequency Distribution		Incremental Income	
						
GPX Card Sales / Reload Price: (b)				 				 	
Double Card Pack Sale	$3.15	x	1	=	$3.15	x 100%	=	$3.15	
Initial Load & Reload Fee	$2.65	x	7/12	=	$1.55	x 100%	=	$1.55	
Total				 		 		$4.70	
POS Transaction Fees: (c)									
 				 		 		 	
Domestic Purchase	$0.20	x	4	=	$0.80	x 100%	=	$0.80	
International Purchase	$1.35	x	0	=	$0.00	x 0%	=	$0.00	
Average				 		 		$0.80	
ATM Transaction Fees: (c)						 			
 				 		 		 	
Domestic ATM Withdrawal	$1.13	x	1	=	$1.13	x 75%	=	$0.84	
International ATM Withdrawal	$0.88	x	1	=	$0.88	x 25%	=	$0.22	
Average				 		 		$1.06	
Monthly Account Fees:						too			
 				 		 		 	
Active Account - over one month (d)	$1.90	x	7/12	=	$1.11	x 100%	=	$1.11	
Inactive Account - over 120 days (e)	$6.60	x	10%	=	$0.66	x 100%	=	$0.66	
Total				 		 		$1.77	
 				 				 	
Total Incremental Income Per Card								$8.33	
ZUG GPX, Gmbh				 				$2.39	
September 2002
Notes and Assumptions...
(a) See ‘GPX Card Income Matrix’.
(b) GPX Card Sales: Besides the initial load, assumes original GPX Card purchased will be re‑loaded on average 6 more times during the estimated average card‑life of 12 months. In other words, over the 12‑month load fees will represent period about 58% of annual card sale fees.
(c) Transaction Fees: Assumes that the GPX Card will be used about 20% of the time for ATM withdrawals, with an average of 1 withdrawal per month (75% domestic use, and 25% international use). The other 80% of the time, the Card will be used for point‑of‑sale transactions ("POS"), with an average of 4 domestic POS transactions per month at $15 each (Note: actual bank debit card statistics indicate an average POS transaction = $35). International POS transactions are estimated to be minimal.
(d) Monthly Active Account Fee: Assumes that during the estimated average card‑life of 12 months (see note (b) above), the card will be active for 7 months ‑ i.e., 1 month for initial purchase use, followed by 6 monthly reloads.
(e) Monthly Inactive Account Fee: Assumes that only 10% of GPX Cards outstanding (12‑month life) will fall into the inactive status, i.e., over 3 months with no account activity.
USE OF PROCEEDS

PROJECTED CAPITALIZATION	
Offering proceeds $ 4,500,000	
ESTIMATED USE OF PROCEEDS...	
Salaries & Management	$ 800,000	
  		
Legal & Accounting	$ 400,000	
		
Office & Insurance	$ 150,000	
		
Advertising & Promotion	$1,500,000	
		
Travel	$ 600,000	
		
Start up / Hardware / Marketing	$ 1,050,000 	

Total use of proceeds ~ 	                                           $ 4,500,000 	

The above "working capital funds ‑ $1,068,700", is a contingent amount to cover (a) unforeseen costs, (b) reduced projected revenues or increased expenses, and /or (c) delays in implementation of the projected GPX Card program launch date of June 2003.

SUMMARY

Through our leadership, we will be able to reduce overhead as a percentage of sales thereby increasing the amount of profit to be retained in the business.  What the Company proposes to use are just good solid business sense, economies of scale, and the use of efficient financial techniques. 

This plan will give us tremendous flexibility to use any of these options or mixes of them to effectively attack our target markets and meet our long-term goals.  This combination of experience, sophistication, capitalization and innovation will assist ZUG GPX, Gmbh. as it strives to reach its sales, profit and return objectives.