Free Statement - District Court of Arizona - Arizona

Merchant Transaction Systems, Inc.
vs.
Nelcela, Inc., an Arizona Corporation;
Len Campagna, an Arizona Resident;
Alec Dollarhide, an Arizona Resident;
Ebocom, Inc., a Delaware Corporation;
POST Integrations, Inc., an Illinois Corporation
* * >x< *
And related cross and third-party claims.
CIV 02-1954-PHX-MHM
CONSOLIDATED STATEMENT OF FACTS CONTROVERTING NELCELA’S
OMNIBUS STATEMENT OF FACTS IN SUPPORT OF ALL MOTIONS FOR
SUMMARY JUDGMENT
AND
POST, LEXCEL, AND MTSI PARTIES’ STATEMENT OF FACTS IN SUPPORT OF
CONSOLIDATED RESPONSE IN OPPOSITION TO NELCELA’S MOTIONS FOR
SUMMARY JUDGMENT
EXHIBIT 44
December 16, 1996 letter from Charles Anderson to Gene Clothier
1668808.1
Case 2:02-cv-01954-IVIHIVI Document 352-64 Filed O4/O5/2006 Page 1 of 3

·1-
J ANDERs0N's ADVISORS, INC.
nnsgv 1851 HILLPOINTE RD. { 811
°]* HENDERSON, NEVADA 89014
(702) 456-0286
December 16, 1996
Mr. Gene Clothier
Managing Partner
Credit card Services, Ltd.
6185 Harrison Drive #1
Las Vegas, Nevada 89120 .
Dear Gene:
This letter will serve as an agreement between Credit card
Services, Ltd. (CCS) and Anderson's Advisors, Inc. (AAI) in
regard to four items. Those items are the involvement of AAI with
Richard McGranahan as discussed at a previous meeting; the
licensing of CCS Credit Card software to AAI for sale or leasing
to individual financial institutions; the use of Alec Dollarhide
by AAI to develop AAI Proprietary software; and finally, the AAI
ownership of CCS.
AAI involvement with Mccranahan - As you required, and as we _, JT
agreed verbally at our last meeting, AAI and Charles Anderson {PM2
have had nothing to do with Richard McGranahan, T-han, Inc. or W
Draft Capture Processors, Inc. Mr McGranahan has proceeded on his
own and in fact both of the planned companies have not been
formed and neither AAI nor Charles Anderson have any current
relationship with any company of McGranahan as it regards current
customers of CCS. It is possible that at a future time AAI and
McGranahan may work together for merchant and or other card
related systems but these products, systems and/or services will
not be offered to current customers of CCS without first
notifying CCS of the offering.
Licensing of CCB software to AAI · This letter will serve as a
letter of intent to allow AAI to license the software
-collectively known as ”the CCS Systems”. A firm marketing
agreement will be created between the two organizations that will
allow AAI to effectively sub-license the CCS Systems under the
following general guide lines:
1. The systems to be licensed and sub-licensed will include
all of the merchant systems, the card holder systems, the card
authorization systems, the ACH system, the bulletin board system.
the card production system and any other system necessary to
provide full card and merchant processing to an individual bank.
The software to be licensed will be in an operating format and
not in "source code" which shall at all times remain the property
of CCS.
2. The systems will be sub-licensed by AAI to individual
Financial Institutions for their own use and not for providing
services to other financial institutions.
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1 2 2 5
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Case 2:O2—cv—O1954-IVIHIVI Document 352-64 FTYegiuO4/O5/2006 Page 2 of 3

December 16, 1996
` Gene Clothier
Page 2
3. The licensing fee to AAI will be either a single payment
of S i50,000. per bank plus a monthly maintenance fee of $
500.00 per bank for a period of three years or an immediate fee
of S 25,000.per bank and a monthly fee per bank, including
maintenance, of $ 4500.00 per month for a period of three years.
CCS will agree to maintain the systems in accordance with.Visa
and Mastercard rules and regulations and will furnish all AAI
customers with all upgrades to the systems.
Use of Alec Dollarhide by AAI · AAI wishes to purchase the
services of Alec Dollarhide in the development of AAI proprietary
software. While this software will deal with the Credit Card area
it will not be software for the use by multiple banks or for the
development of a multi-bank service bureau. It may involve a
custom merchant system, a non·bank card credit card system and a
single bank multicard system (including bank cards). This
agreement will allow us to request programming costs and ,if
appropriate, to contract with Alec for the development of the AAI
Systems.
AAI ownership of CCS - At the time of Charles Anderson’s
resignation from CCS the subject of AAI ownership in CCS was
discussed but no resolution—was reached. This agreement will
acknowledge that it was the intention of AAI to remove itself as
an owner of CCS and as a result of this agreement the ownership
of AAI is to be returned to the partnership to be divided pro-
rata among the remaining partners. This divestiture is to be
effective as of the closing of the sale of the partnership on
October 1, 1996.
Once this agreement has been signed AAI will work as rapidly as
possible to present to CCS a marketing agreement for signature.
Time is of the essence in finalizing our relationship and the
signing of this agreement and the signing of the marketing
agreement should be accomplished as soon as possible.
If you have other requests please call me and otherwise please
sign below and we will proceed with our activities.
Sincerely,
Charles F. Anderson
We agree to the items covered in the above letter.
Credit Card Services, Ltd Anderson’s Advisors, Inc.
___r_“._ _..... ga;
Gene Clothier Date Charles Anderson Date
· i 1227
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