herein, this Agreement and the Schedules hereto may not be amended, altered or modified except in writing executed by all parties hereto. 8.04 BENEFITS AND ASSIGNMENTS. This agreement may be assigned or delegated, in whole or in part, by NETWORK 1 without the prior written consent of the other party herein. This agreement may not be assigned or delegated by Affiliate without prior written consent from Network 1. Such consent shall not be unreasonably withheld. 8.05 GOVERNING LAW. All disputes or claims by Payment Data Systems hereunder shall be resolved by arbitration in McLean, Virginia, pursuant to the rules of the American Arbitration Association. All disputes or claims by NETWORK 1 hereunder shall be resolved by arbitration in San Antonio, Texas, pursuant to the rules of the American Arbitration Association. 8.06 ARBITRATION. All disputes or claims hereunder shall be resolved by arbitration in McLean, Virginia, pursuant to the rules of the American Arbitration Association. 8.07 SEVERABILITY. The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the remainder of this Agreement. 8.08 ENTIRE AGREEMENT. This Agreement and the attached Schedules, Exhibits and Addendums hereto contain the entire understanding of the parties hereto and Source: USIO, INC., SB-2, 4/28/2004 supersede all prior agreements with respect to the subject of this Agreement. EXECUTED this ________ day of ______________________, in the year ____________. Network 1 Affiliate By: ______________________________________ By: ________________________________________ Authorized Representative Authorized Representative Source: USIO, INC., SB-2, 4/28/2004