CARDHOLDER AGREEMENT AND DISCLOSURE

RevUpCard™ MasterCard®

This Cardholder Agreement and Disclosure (“Agreement”) is by and between Palm Desert National Bank (“Bank”), ECard Services, LLC (“RevUpCard”), and the undersigned cardholder. In this Agreement, “you” and “your” means the person or persons who have received the Card and are authorized to use the Card as provided by this Agreement. “We”, “us” and “our” mean RevUpCard, our successors, affiliates or assignees or the Bank.

This Agreement covers your rights, our rights, and rights of our affiliates and representatives, relating to your election to participate in the RevUpCard Program (“Program”), and the issuance to you, and your use of, the prepaid RevUpCard MasterCard (“Card”). The Card is issued by Palm Desert National Bank pursuant to a license by MasterCard International Incorporated. (“MasterCard”). MasterCard is a registered trademark of MasterCard International Incorporated. RevUpCard is a registered trademark of ECard Services, LLC, a Nevada limited liability company.

By using, or authorizing any other person to use, your Card you hereby understand and agree to the following terms and conditions:

1. Receipt of Payment via the Card. Your company (“Company”) will transfer funds due to you (“Funds”), to a pooled account maintained at the Bank, which is a depository institution that is a member of the FDIC. You can in turn access your Funds through your use of the Card.

2. Availability of Funds. Funds will become available to you via the Card after your Company has transferred those Funds to the Bank and the funds have been loaded on the card. We are not responsible for any delay in loading Funds or failure to load Funds to your Card caused by your Company. You may use your Card only to the extent that you have available Funds. You can call us at our phone number or visit our website, listed in Section 17 below, to determine whether the transfer has occurred or to get your current Card account balance.

3. Use Limitations. The Card is not a credit line or a credit card, so you will not be permitted to make purchases that exceed the balance on your Card. You may access the Funds via the Card at any retail location that accepts MasterCard debit cards.

4. No Interest on Your Funds. You will not receive any interest on Funds.

5. Card Services. You may use the following services with your Card:

(a) Automated Teller Machine (“ATM”) Services. You may use your Card at an ATM that bears the network logos that appear on the back of your Card to inquire about the amount of Funds available to you;

(b) Merchant Services. You may use your Card to purchase goods and services at any retail or other establishment, including online retailers, that display the network logo that appears on the back of your Card;

(c) Card Transfers. You may transfer Funds from your Card to any other Card through our website or by contacting us using the toll free number on the back of your Card;

(d) Bank to Card and Card to Bank Transfers via ACH. You may transfer Funds from your bank to your Card or from your Card to your bank via the Automated Clearing House (“ACH”) by contacting your bank, contacting us through our website or by using the toll free number on the back of your Card.

6. Fees. To the extent permitted by and except where prohibited by applicable law, fees applicable to your use of the Card are set forth on the attached Exhibit A (“Fees”). You authorize us to deduct from your Card balance the Fees. We will not be liable for dishonoring any transactions presented for payment because of insufficient Funds as a result of deduction of Fees; however, we reserve the right to collect Fees at a later date, without notice, for uncollected Fees due to insufficient Funds. There may be other fees imposed by the owners of ATMs and electronic terminals. Your Company will provide you written notice of a change in Fees at least 30 days prior to the effective date of such change. We will also post the changes on our website. If we are unable to contact you for any reason, your continued use of the Card will be deemed to be your consent to such changes. Additionally, you will be deemed to have proper notice 30 days after the changes are posted on the website.

7. Personal Identification Number (“PIN”). We will assign to you a confidential PIN, which will enable you to identify yourself when using your Card. Your PIN is a security feature that functions as your signature, identifying you as the proper user of the Card and authorizing any transaction made via the Card. You shall not reveal the PIN to unauthorized users of the Card and you assume full responsibility for all transactions made by such unauthorized users. If you voluntarily give your Card and/or PIN to another person, you have authorized such person to use your Card and access your Funds, and you will be responsible for their use of your Card.

8. Receipts at Electronic Terminals. You should get a receipt each time you use your Card at an ATM, or to purchase goods or services through a merchant at retail or other establishments.

9. Periodic Card Statements. You may obtain information about the amount of money you have remaining in your Card account by calling us. This information, along with a 12 month history of account transactions, is also available on our website. You also have the right to obtain a 60 day written history of account transactions by calling us or by writing us at our address set forth in Section 17 below.

10. Your Liability for Unauthorized Transfers. You shall notify us immediately if you believe that your Card has been lost or stolen or that someone has learned your PIN or Card number. You must immediately contact our toll free number and report any such perceived loss to minimize your possible loss of Funds. Your failure to report theft or loss to us in a timely manner could result in the loss of all of your Funds. If you report loss or theft of the Card to us within 2 business days of learning of the loss or theft, your total loss will be limited to no more than $50.00 for use of the Card without your permission. If you do not notify us within 2 business days after you learn of the loss or theft of your Card, your total loss can be much as $500.00 or higher. You shall notify us immediately if your Card statement shows transfers or transactions that you did not make or authorize. If you do not notify us within 60 days after the statement was delivered to you, and it is evident that we could have stopped someone from taking or using the money if you had notified us in time, you may not get back any money that you lost after the 60 days.

11. Our Liability for Failure to Complete Transactions. If we do not properly complete a Card transaction for you on time and in the correct amount, we are responsible to correct the transfer or purchase within a reasonable time, however, we shall not be required to take any additional action in the following circumstances:

(a) If, through no fault of our own, you do not have adequate Funds available to complete the transaction;

(b) If an ATM where you are making a withdrawal does not have enough cash;

(c) If an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction;

(d) If circumstances beyond our control (such as fire, flood or communications or computer failure) prevent the completion of the transaction, despite our reasonable efforts;

(e) If access to your account has been blocked after you have reported your Card lost or stolen;

(f) If a merchant refuses to accept your Card for any reason:

(g) If there is a hold on your Card account for any reason;

(h) If your Funds are subject to legal process or other encumbrance restricting their transfer;

(i) An act of government, police, or court order;

(j) An act of terrorism; or

(k) If your transfer authorization terminates by operation of law.

There may be other applicable exceptions not listed above which are stated elsewhere in other agreements between you and us, or found on the Card use policies available on our website.

12. Error Resolution. Please notify us as soon as possible in case of errors or questions about electronic Card transactions, if you think your statement or receipt is wrong, or if you need more information about a transaction listed on a statement or receipt. You can notify us via telephone or mail at our address listed in Section 17 below. We must hear from you no later than 60 days after we sent you the first statement in which the problem or error appeared. If we do not receive notice from you within such 60 day period, any claims you have regarding your statement are waived. When you notify us you must include the following information:

(a) Your name and Card number;

(b) Description of the error or transaction that you are unsure about, and explain as clearly as possible why you believe that it is an error or why you need more information; and

(c) The dollar amount of the suspected error and where and when the transaction took place.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. If we receive your notice within the 60 day notice period, we will investigate the matter and will determine whether an error occurred within 10 business days of our receipt of your notice. If we determine an error occurred, we will correct the error promptly and report the results to you within 3 days of completing our investigation. If we are unable to complete our investigation within 10 business days, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the Funds during the time that it takes us to complete our investigation. If we ask you to put your complaint or questioning in writing and we do not receive it within 10 business days, we are not required to credit your account. We will tell you the results within 3 business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call us or visit us at our website.

13. Foreign Currency Transactions. Any purchase or withdrawal made in another currency will be converted to U.S. dollars by MasterCard, according to an exchange rate selected by MasterCard from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate MasterCard itself receives, or the government-mandated rate in effect for the applicable central processing date. You agree to pay the converted amount plus a currency conversion rate of 2.0% of the amount of the transaction.

14. Confidentiality and Privacy Policy. We do not share nonpublic personal information about your Card account or you with nonaffiliated third parties except as permitted by law. We may disclose information about your Card, the transactions that you make, information you have given in obtaining the Card, or information received from third parties, such as merchants, to nonaffiliated third parties: (a) where it is necessary to complete a transaction, or to service or process your Card account, (b) to verify the existence and condition of your Card to an authorized third party, such as a credit bureau or merchant, (c) when required to do so by law or regulation or to comply with an order of a court or regulatory agency or other legal reporting requirements, or to prevent or investigate possible illegal activity, (d) with your written permission, (e) to service providers who administer the Card or perform other services for us, or (f) to our auditors, affiliates, agents, and Bank as needed. We may also share your name and email address with affiliated and non-affiliated third parties and all of your information as more fully set forth in our Privacy Policy which may be found at our website.