This agreement follows completion of a due diligence process called for by an agreement in principle announced in February 2006. Final documentation will be executed as soon as practicable; but, with immediate effect, management changes and business development initiatives, planned over the past several months, will be implemented. These changes will be announced shortly.

The expanded and strengthened organization that results from this acquisition enables Asia Payments to accelerate key business initiatives in Asia as a whole, and to better pursue its objectives in China's rapidly expanding financial payments market. In particular, the InterPay acquisition will permit Asia Payments to more aggressively develop payment services and card programs with its strategic partner, Global Uplink in Guangzhou, China. Similarly, there will be the introduction of new payment services already planned by InterPay for Southeast Asia.

As announced in February 2006, the acquisition of InterPay will result in the issue by Asia Payments of 3,500,000 convertible preferred shares, which will be converted into 17,500,000 restricted common shares. InterPay nominees will receive two seats on the Asia Payments board and integration of the management teams, information systems and business operations will commence immediately.

"Completion of the InterPay acquisition creates a broader-based company with a more cogent business model," said Robert Clarke, Chairman of Asia Payments. "This represents a major step forward for our company and will result in significant benefits over the next several years. The InterPay acquisition will help Asia Payments to develop into a major player in the payment and loyalty cards industry across the Asian region. We expect the InterPay acquisition to lead to increased revenues and an improved bottom line for Asia Payments."