The strategic alliance formed between the two companies in December 2005 led to the establishment of a joint project team charged with evaluating each company's potential and to develop plans to most effectively capitalize on market opportunities. The result was an action plan which recommended that the two companies would operate most effectively as one integrated organization.

The Share Purchase agreement is preliminary and non-binding and is subject to mutual due diligence and the execution of a definitive binding share exchange agreement. It is expected to lead to an expanded company that has ongoing revenues from established operations in Asia while at the same time gaining additional resources to devote to realizing opportunities in China and other emerging markets.

The Share Purchase agreement calls for the issue to the shareholders of InterPay, by Asia Pay, of 3,500,000 convertible preferred shares which will convert into 17,500,000 restricted common shares of Asia Pay. InterPay can appoint two additional directors to the Asia Pay board, and the management team, information systems and operations will be integrated into one organization. KK Ng, the current President and CEO of InterPay, will become President and CEO of Asia Pay upon the closing of the definitive share exchange agreement. Mr. Ng has extensive experience in the payment and loyalty cards industry in Asia and anticipates leading an enlarged management team based on key personnel from both companies.

"We believe the combined strengths of InterPay and Asia Pay will lead to more rapid development of key markets which will enhance shareholder value," said Ng. "As well, I am excited to work with Asia Pay's executive team as we build a stronger organization."

"Completion of the InterPay purchase will create a new and far stronger Asia Pay," said Robert Clarke, current CEO and Chairman of Asia Pay. "We expect to show revenue growth and cash generation in 2006 which will be significantly higher than if Asia Pay were to continue to operate on our current basis. The acquisition of InterPay is expected to transform Asia Pay into a major player in the payment and loyalty cards industry in the Asian region within the foreseeable future."

Benny Lee, current President and an Executive Director of Asia Pay, added, "With the addition of InterPay, Asia Pay will be able to move at a faster pace in the development of our payment-related businesses in China as our new organization will have significant increases in both human and system resources to support our operations."

Both companies have dedicated resources to expedite the completion of the due diligence and documentation process with a target of having the new organization and management team in place early in the second quarter.

The key executive roles in the new organization are projected to be Robert Clarke, Chairman of the Board; KK Ng, President and CEO; and Benny Lee, Executive Vice-Chairman, who will continue his emphasis on developing operations in China.