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Fidelity Trust Company

Mr. Brian W. Smith
Mayer, Brown & Platt
1909 K Street, N.W.
Washington, D.C. 20006-1101

Subject: Fidelity Trust Company
Salt Lake City, Utah
Notice of Acquisition of Control

Dear Mr. Smith:

We have reviewed and evaluated the Notice of Acquisition of Control ("Notice") received in the FDIC's San Francisco Regional Office on November 18, 1999. Fidelity Trust Company (FTC) has agreed to sell its industrial loan company charter to eCharge Corporation (EC). EC intends to transform FTC into an internet bank, to be renamed eCharge Bank, that will facilitate electronic transactions between merchants and consumers by offering a method of payment (NetAccount) for their purchases. EC intends to recapitalize the bank to $3,500,000 to support anticipated growth. The applicants propose to purchase 100% of the outstanding shares of stock.

We do not object to the proposed acquisition. In determining not to disapprove the Notice, the FDIC placed heavy reliance upon the applicant's commitments to obtain annual audits by an independent accountant during the bank's first three years of operation, to request the Regional Director's prior approval for any significant changes in the submitted business plan, and to maintain Tier 1 capital of at least 12% throughout the first three years of operation.

This decision is based on review of the information provided and consideration of the views of the Utah State Banking Department. If you have any further questions, please contact Assistant Regional Director Donald L. Pfeiffer or Case Manager Timothy D. Lacke at (415) 808-8037.


John M. Lane
Associate Director