Exhibit 10.28
[Oasis logo]
July 18th, 2001
▇▇. ▇▇ ▇▇▇▇▇
Director
The Bank of Nova Scotia
Scotia Plaza
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
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Dear ▇▇,
Subject: Letter of Intent re Solstice Alliance
This Letter of Intent ("LOI") is between Oasis Technology, Ltd. ("Oasis") and
The Bank of Nova Scotia ("Scotiabank") jointly called "the Parties." This LOI
memorializes the Parties' previous discussions and their intention to enter into
an agreement whereby Oasis, representing the Solstice Alliance ("Solstice"), and
Scotiabank will cooperate to customize, implement and pilot an EMV credit card
compliant processing system as well as a cashless payment and loyalty system in
Canada (the "Territory"), all according to the following principal terms and
conditions:
1. Solstice is in the business of developing and commercially exploiting
smart card based cashless payment and loyalty solutions, including,
without limitations, its Ultimus micropayment component and its
LoyaltyCentral and E-llegiance loyalty components (the "Technology"),
that may be integrated with and used to enhance existing smart card
based payment systems, including an EMV credit card compliant
processing system.
2. ▇▇▇▇▇ confirms that it has agreements with the other Solstice members
being:
a) Cardis Enterprises International B.V.;
b) CIT Canada Inc. a subsidiary of Silverline Technologies;
c) ▇▇▇▇▇▇▇▇ & Devrient Systems Canada, Inc.;
d) IVI Checkmate; and
e) Schimatic Cash Transactions ▇▇▇▇▇▇▇.▇▇▇, Inc. doing business
as Smart Chip Technologies;
which permit it to represent Solstice.
3. Scotiabank is in the process of integrating smart cards into its
acquiring and issuing businesses, and is interested in enhancing its
offerings with micropayment and loyalty components.
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Oasis Technology Ltd.
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇ - Fax: (▇▇▇) ▇▇▇-▇▇▇▇ - ▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇. ▇▇ ▇▇▇▇▇
The Bank of Nova Scotia
July 18th, 2001
4. Subject to a satisfactory due diligence and testing, the Parties wish
to cooperate in customizing, piloting and implementing the Technology
in the Territory.
5. The Parties agree that the Confidentiality Agreement between Oasis and
Scotiabank dated the 15th day of March, 2001 creates a binding legal
relationship between the parties with respect to its content.
6. The Parties agree on the following immediate actions:
a. Summarizing mutually agreed guidelines on pricing and
concessions related to planning, piloting and implementation.
b. Enter into a joint planning phase for specifying the business
requirements; identify the pilot goals, plan and success
criteria; draft an implementation plan, and conclude
Scotiabank's due diligence.
c. Draft a binding contract (the "Agreement").
Other than the portion concerning the confidentiality agreement, this LOI is
intended merely to express the Parties' intentions and agreed actions toward
entering into the Agreement, and shall not be construed in any way as a legally
binding contract.
Please confirm your agreement to these terms by signing, dating, and returning
to me the enclosed copy of this letter.
Yours very truly, Accepted and agreed to:
OASIS TECHNOLOGY LTD. THE BANK OF NOVA SCOTIA
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇ ▇▇▇▇▇
Senior Vice President and Group Head Title: Director
Date: July 18, 2001
