DIGITAL COURIER TECHNOLOGIES INC
MATERIAL CONTRACTS
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<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                          SETTLEMENT SERVICES AGREEMENT

This SETTLEMENT SERVICES AGREEMENT is made the _______ day of March 2000, by and
BETWEEN  DATABANK  INTERNATIONAL  LIMITED,  a St. Kitts  International  Business
Corporation, which is a wholly-owned subsidiary of DIGITAL COURIER TECHNOLOGIES,
INC., (DCTI) a Delaware  Corporation,  AND the said DIGITAL COURIER TECHNOLOGIES
INC.,  a  Delaware  Corporation   (hereinafter   collectively   referred  to  as
"DATABANK") of the One Part AND ST. KITTS NEVIS  ANGUILLA  NATIONAL BANK LIMITED
of Central Street, Basseterre, St. Kitts (hereinafter referred to as "SKNANB" of
the Other Part

                                   DEFINITIONS

a)   "Merchant  Settlement  Services"  - means  the  providing  for  payment  to
     business of charges  created by the holders of credit  cards issued by VISA
     or MasterCard and all related services.

b)   "Person" means any individual,  firm, company,  corporation or other entity
     of any kind,  which may engage in  business  in any part of the world other
     than SKNANB and DATABANK.

c)   "Basis Point" means one hundredth (1/100th) of one (1) percent,

d)   "Visa" means visa international incorporated.

e)   "MasterCard" means MasterCard International Inc.


                                        1

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                                    AGREEMENT

NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and  obligations
contained  herein,  and for other good and valuable  consideration,  the receipt
adequacy and legal  sufficiency of which are hereby  acknowledged,  the parties,
intending to be legally bound, HEREBY AGREE as follows:

1.   DUTIES OBLIGATIONS AND REPRESENTATIONS OF SKNANB
     ------------------------------------------------

     1.1    Services.  SKNANB  shall  perform all of the banking and  settlement
            services required or reasonably requested by DATABANK for DATABANK's
            business of processing and managing accounts for DATABANK to use and
            for mainlining  reserves and making  distributions  to merchants and
            transferring   funds  as  reasonably   directed  by  DATABANK  ("the
            Services").

     1.2    Maintaining  Facilities.  Personnel,  etc SKNANB shall  maintain the
            knowledge,  facilities,  resources,  personnel,  licences,  permits,
            approvals and  certifications  necessary to perform its  obligations
            under this Agreement.

2.   DATABANK'S OBLIGATIONS
     ----------------------

     2.1    PAYMENT BY  DATABANK  TO SKNANB FOR  SERVICES.  Each week during the
            Term (as defined in Article 3 of this Agreement)  DATABANK shall pay
            SKNANB 50 Basis  Points  (0.50%) on Gross Sales  which flow  through
            SKNANB for DATABANK's Block of Merchants.

                                        2

<PAGE>

     2.2    BOOKKEEPING  AND  SETTLEMENT  INFORMATION.  DATABANK  shall be fully
            responsible  for all  bookkeeping  and  calculating  and maintaining
            settlement  information for DATABANK's merchant accounts.  Except as
            set forth In Section  1.1 of this  Agreement,  SKNANB  shall have no
            responsibility  for  processing  managing  or  servicing  DATABANK's
            merchant accounts.

3.   TERM
     ----

     3.1    This Agreement shall be effective as of the date first written above
            and shall remain in effect until terminated. DATABANK shall have the
            right to terminate  this  Agreement at any time upon  providing Bank
            with  ninety  (90)  days  prior  written  notice  of its  intent  to
            terminate this Agreement. SKNANB shall have the same right.

4.   CONFIDENTIALITY
     ---------------

     4.1    Unless  required by law,  regulation  or Court  Order,  DATABANK and
            SKNANB  agree that they shall not at any time during this  Agreement
            or  following  the  termination  of this  Agreement  disclose to any
            person  except  agents,  accountants  or  Attorneys  of DATABANK and
            SKNANB,  any data information or knowledge  regarding the Settlement
            Services  and shall by contract  prohibit  its  directors,  officer,
            employees  or agents or any other person who under the terms of this
            Agreement  obtain  any  such  data  information  or  knowledge  from
            disclosing the same to any other person.

                                        3

<PAGE>

5.   INDEMNIFICATION
     ---------------

     5.1    DATABANK  and  SKNANB  shall  hold  each  other  harmless  and shall
            indemnify  the  other  party its  directors  and  officers  from all
            liability  which  they or any of them  may  incur  to  either  party
            arising or resulting from its proven breach of any of the provisions
            of this  Agreement or from proven  damages as a result of disclosure
            of its directors  officers  employees or agents to any person of any
            data  information or knowledge  relating to the settlement  services
            and from all claims  suits  demands  proceedings  damages  costs and
            expenses therefrom.

6.   ADDITIONAL INDEMNIFICATION
     --------------------------

     6.1    DCTI's   INDEMNIFICATION.   DCTI  shall  indemnify  SKNANB  and  its
            directors,  officers,  employees and agents from and against any and
            all claims,  liabilities,  losses or damages  (including  reasonable
            attorney  fees,   expert   witness  fees,   expenses  and  costs  of
            settlement)  arising  out of or with  respect to DCTI's  negligence,
            intentional  misconduct  or breach of this  Agreement  provided that
            DCTI's  obligation to Indemnify SKNANB and its directors,  officers,
            employees  and agents  shall not apply to the extent that the claim,
            liability,  loss  or  damage  arises  out  of  SKNANB's  negligence,
            misconduct  or  breach  of  this  Agreement.  Without  limiting  the
            generality of the  foregoing,  DCTI agrees to indemnify  SKNAN13 and
            its directors,  officers,  employees and agents from and against any
            and all retrieval fees,  chargebacks,  chargeback  fees, VISA and/or
            MasterCard  fees,  fines and penalties  caused by or attributable to
            DATABANK's Block of Merchants.

                                        4

<PAGE>

     6.2    FINES  AND  PENALTIES.   Without  limiting  the  generality  of  the
            foregoing  SKNANB reserves the right at its sole discretion to debit
            DATABANK's  Merchant  Account In the  amount of fines and  penalties
            assessed  or  assessable  by VISA and or  MasterCard  and payable by
            DATABANK or either of its components in accordance with the terms of
            this  Agreement   PROVIDED  only  that  VISA  or  MasterCard   debit
            documentation  will be provided to DATABANK  prior to the deduction.
            Notice  under this section  will be  sufficiently  given if sent via
            confirmed facsimile  transmission and shall be effective as from the
            time of said transmission.

     6.3    NOTIFICATION.  In the event a claim,  suit or  proceeding by a third
            party  for  which   indemnification  may  be  available  under  this
            Agreement  is made or riled  against  a party or any  Entity,  party
            against   which  the  claim,   suit  or   proceeding  is  made  (the
            "Indemnified  Party")  shall  promptly  notify the other  party (the
            "Indemnifying  Party") in writing of the claim,  suit or proceeding,
            The  Indemnifying  Party,  within  thirty (30) days, or such shorter
            period as is required to avoid any  prejudice in the claim,  suit or
            proceeding  after the  notice,  may elect to defend,  compromise  or
            settle the third party claim, suit or proceeding at its expense.  In
            any third party claim,  suit or proceeding,  which the  Indemnifying
            Party has elected to defend,  compromise or settle, the Indemnifying
            Party shall not after the election be responsible  for the expenses,
            including Counsel fees, of the Indemnified Party but the Indemnified
            Party may participate therein and retain Counsel at its own expense.
            In any third party claim,  suit or  proceeding  the defence of which
            the  Indemnifying  Party shall have assumed,  the Indemnified  Party

                                        5

<PAGE>

            will not  consent  to the entry of any  judgment  or enter  into any
            settlement  with  respect to the matter  without  the consent of the
            Indemnifying  Party and the  Indemnifying  Party will not consent to
            the entry of any judgment or enter into any settlement affecting the
            Indemnified  Party to the extent  that the  judgment  or  settlement
            involves more than the payment of money without the written  consent
            of the Indemnified Party. The Indemnified Party shall provide to the
            Indemnifying  Party all the  information,  assistance  and authority
            reasonably required in order to evaluate any third party claim, suit
            or proceeding and effect any defence, compromise or settlement.

     6.4    CLAIMS PERIOD.  Any claim for  Indemnification  under this Agreement
            must be made prior to the earlier of:

            (1)    Twelve (12) months after the party  claiming  indemnification
                   becomes  aware of the  event  for  which  indemnification  is
                   claimed; or

            (2)    Twenty-four  (24) months after the earlier of the termination
                   of  this  Agreement  or the  expiration  of the  Term of this
                   Agreement.

7.   VISA AND/OR MASTERCARD COLLATERAL REQUIREMENTS
     ----------------------------------------------

     7.1    DCTI  acknowledges that the additional volume that will pass through
            SKNANB'S VISA BIN and MasterCard ICA as a result of Databank's Block
            of Merchants Volume will result in VISA and/or MasterCard requesting
            additional  collateral from SKNANB.  DCTI agrees to work with SKNANB
            to meet or reduce collateral call amounts in compliance with VISA or
            MasterCard   requests  as  they  pertain  to  Databank's   Block  of
            Merchants.

                                        6

<PAGE>

8.   ADDENDUMS
     ---------

     8.1    The parties hereto  acknowledge that SKNANB may from time to time be
            required  to  accede  to terms and  conditions  dictated,  directed,
            demanded  or  required  by VISA and or  MasterCard  and it is hereby
            expressly  agreed  between  SKNANB and DATABANK  that SKNANB will be
            entitled to unilaterally execute and add addendums to this Agreement
            to give  effect  to the  terms and  conditions  dictated,  directed,
            demanded  or  required  by VISA and or  MasterCard  after  notifying
            Databank and or DCTI.

     8.2    Any addendum to this Agreement will be deemed to form a part of this
            Agreement on the date on which notice under the provisions of Clause
            8.1 is given to  Databank  and or DCTI and will have effect and bind
            the parties hereto from the said date.

     8.3    In the event that an Addendum is added to this  Agreement  under the
            terms of this Agreement  SKNANB shall  promptly  forward to Databank
            and or DCTI a copy of this Agreement with the Addendum.

9.   PROCEDURE FOR ESTABLISHING MERCHANT ACCOUNTS
     --------------------------------------------

     9.1    Each  Merchant  will  have  to  complete  the  "Merchant  Processing
            Agreement"  and the  "Merchant  Accounts  Application  Document" and
            submit them to SKNANB for approval.

     9.2    SKNANB's   approval  of  the  merchants  will  not  be  unreasonably
            withheld.


                                        7

<PAGE>

     9.3    SKNANB will then complete the "Merchant  Sign On Form" which will be
            sent to NDC e-commerce (National Data Corporation).

     9.4    SKNANB will register the Merchants with VISA and/or MasterCard.

10.  MISCELLANEOUS
     -------------

     10.1   ENTIRE   AGREEMENT.    This   Agreement   constitutes   the   entire
            understanding between the parties with respect to the subject matter
            hereof  and  supersedes  all  negotiations,  representations,  prior
            discussion and preliminary  agreements  between the parties relating
            to the subject matter hereof.

     10.2   ASSIGNMENT. No party may assign its rights hereunder or delegate the
            performance of Its duties,  obligations and  undertakings  hereunder
            without the express  written  consent of the party to this Agreement
            holding the benefit of such duties,  obligations  and  undertakings;
            provided,  however,  that without  such consent  DATABANK may assign
            this  Agreement  in  connection  with the transfer or sale of all or
            substantially  all of its  assets  or  business  or  its  merger  or
            consolidation with another company.

     10.3   BINDING  EFFECT. This Agreement shall be binding upon shall inure to
            the benefit of the parties  hereto and their  respective  successors
            and assigns.

     10.4   NOT1CES. Any notice  required to be given hereunder shall be written
            and shall be  served on the party to whom it is given by  delivering


                                        8

<PAGE>

            same  at  the  corporate  registered  office  of  such  party  or by
            confirmed facsimile transmission.

     10.5   MODIFICATION.  Save as herein  agreed upon,  this  Agreement  may be
            varied only by further written agreement executed by or on behalf of
            both parties hereto.

     10.6   SEVERABILITY.  If any term or provision of the Agreement  shall,  to
            any extent, be determined by a court of competent jurisdiction to be
            void, voidable or unenforceable, such void voidable or unenforceable
            term or  provision  shall not affect any other term or  provision of
            this Agreement.

     10.7   CONSTRUCTION.  The article and section  headings  contained  in this
            Agreement  are for purposes of  reference  only and shall not limit,
            expand or otherwise affect the construction of any provision hereof.
            As used  herein,  all words in any gender shall be deemed to include
            the masculine,  feminine or neuter gender,  all singular words shall
            include the plural, and all plural words shall include the singular,
            as the context may require.

     10.8   GOVERNING LAW. This  Agreement  shall be governed by the Laws of the
            Federation of Saint Christopher and Nevis. The Courts of the Eastern
            Caribbean  Supreme Court,  that is to say, the High Court of Justice
            and the Court of Appeal  shall have  exclusive  jurisdiction  in the
            interpretation  of the said Agreement or in determining  any dispute
            or matter relating to this Agreement. Nothing in the foregoing shall
            be deemed  to  exclude  the  right of either  party to Appeal to Her

                                        9

<PAGE>

            Majesty's  Judicial  Committee  of the Privy  Council  as it sits in
            London,  England,  or to any higher Court  however  constituted,  in
            accordance  with the  provisions  for  Appeal to such  higher  Court
            outlined in the Constitution of the said Federation.

11.  RECITALS AND EXHIBITS
     ---------------------

     11.1   All factual Recitals set fort herein shall be considered part of the
            Agreement.  Ail Exhibits  attached to this  Agreement  are expressly
            incorporated  herein and made a part  hereof as fully as though they
            were completely set forth herein.

12.  COOPERATION
     -----------

     12.1   The parties agree to execute and deliver such  additional  documents
            and instruments and to perform such additional acts as the party may
            reasonably request or as may be reasonably  necessary or appropriate
            to effectuate,  consummate,  or perform any of the terms, provisions
            or conditions of this Agreement.

IN WITNESS WHEREOF the Common Seal of DATABANK  INTERNATIONAL LIMITED is affixed
the day of March 2000 and the Common Seal of DIGITAL COURIER  TECHNOLOGIES  INC.
is affixed  the _____ day of March 2000 and the  Common  Seal of ST KITTS  NEVIS
ANGUILLA NATIONAL BANK LIMITED is affixed the day of March 2000.

THE COMMON SEAL of DATABANK     )
INTERNATIONAL LIMITED was       )
hereunto affixed by             )           By:/s/ signature illegible
                                               -----------------------


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<PAGE>

its Secretary and               )
a Director of the said Company  )           By:/s/ signature illegible
                                               -----------------------

THE COMMON SEAL of DIGITAL      )
COURIER TECHNOLOGIES INC.       )
was hereunto affixed by         )           By:/s/ signature illegible
                                )              -----------------------
a Director of the said Company  )
and                             )

a Director of the said Company  )
before and in the presence of:-

THE COMMON SEAL OF ST KITTS     )
NEVIS ANGUILLA NATIONAL BANK)   )           By:/s/ Malcolm P. Holdip
LIMITED was hereunto affixed by )              ---------------------
MALCOLM HOLDIP, its Assistant   )                  Malcolm P. Holdip
Secretary in the presence of    )
                                )
and                             )
                                )
two of its Directors            )
before and in the presence of:-


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