Exhibit 10.6

                 RESELLER AGREEMENT - ONLINE FINANCIAL SERVICES


         THIS RESELLER  AGREEMENT  ("Agreement")  is made and entered into as of
this _____ day of December, 2000 ("Effective Date"), by and between

         University Bank, a Michigan banking corporation ("UB"); and

         Digital  Commerce  Merchant  Services  Inc.,  a  Delaware   corporation
("DCMS"), D.B.A. as "thatbank.com".

         For the purposes of this Agreement,  UB and DCMS are sometimes referred
to individually as "Party" and collectively together as "Parties".

         RECITALS:

     A.   Whereas  the  UB is a  Michigan  state  licensed  banking  corporation
          providing banking and other financially  related services by itself or
          through  affiliates,  primarily  through  its  offices  in Ann  Arbor,
          Michigan,   with  the  capability  of  providing  online  banking  and
          financial services.

     B.   Whereas DCMS has extensive  knowledge and  experience  concerning  the
          delivery and sale of online payment processing solutions and financial
          service products  ("Products") and markets  financial service products
          to businesses and provides  support services related to such financial
          service products.

     C.   DCMS wishes to market the Bank's  online  banking  services  and other
          products offered by the Bank and its affiliates, and wishes to be paid
          a referral fee for marketing said services.

     D.   UB desires to market the Products  offered by DCMS and its affiliates,
          and wishes to be paid a referral fee for marketing said services.

     E.   DCMS is an independent contractor, not an employee or agent of UB, and
          is entitled to none of the benefits accorded UB employees.

     F.   UB is an independent contractor, not an employee or agent of DCMS, and
          is entitled to none of the benefits accorded DCMS employees.

         NOW THEREFORE,  in  consideration  of the mutual promises  contained in
this Agreement and of the mutual benefit to be derived under this Agreement, the
Parties agree as follows:

          Article I
          Definitions

     1.01 Products.  Products  shall mean the  individual  or  bundled  services
          provided by UB or DCMS,  as detailed on Schedule  "A" to be  attached,
          and as listed on UB's web site at www.university-bank.com, for UB, and
          Schedule "B" to be attached for DCMS, and as listed on DCMS's web site
          at www.thatbank.com,  and as modified or added to from time to time by
          either party.

     1.02 Independent   Contractor.   For  the   purposes  of  this   Agreement,
          Independent  Contractor  shall mean that the legal  entity  defined as
          DCMS is not an employee of UB and the legal  entity known as UB is not
          an employee of DCMS.

     1.03 Merchant. Merchant shall mean a businessperson or organization engaged
          in commercial  activities,  which use credit card  processing  service
          and/or online banking services.

     1.04 Client.  Client shall mean a person  associated with a Merchant who is
          engaged with DCMS or UB who uses the services of either DCMS or UB.

     1.05 Processing  Bank. The Processing  Bank shall be the Acquiring Bank for
          credit card transactions.


     1.06 Rules and Regulations. The Parties to this Agreement transact business
          under  Rules  and   Regulations   governing  the  operation  of  their
          respective   businesses.   Rules  and  Regulations  means  the  rules,
          regulations,  procedures,  and  guidelines  established by VISA and/or
          other financial card service organizations and by the licensing and/or
          governance bodies regulating the business  activities of the bank, and
          specifically UB.

     1.07 Sales.  The  term  Sales  as used in this  agreement,  shall  mean the
          provision of the services as detailed in Schedule "A" and Schedule "B"
          of this agreement,  and as modified from time to time by both parties,
          for which charges and/or  billings for the provision of those services
          are made and payment is received.  Sales shall also mean the provision
          of reinvestment or management services provided by UB.

     1.08 Services.  Services shall mean the Services  provided to Merchants and
          Clients by DCMS or UB,  its  representatives,  and/or  the  Processing
          Bank.


          Article II
          Relationship

     2.01 Resellers - Sharing of Fees. The Parties agree to engage in a reseller
          relationship  with each other,  on a non-exclusive  basis,  whereby UB
          agrees to provide its Services, as detailed in Schedule "A", to DCMS's
          Merchants  and Clients and DCMS  agrees to provide  its  Services,  as
          detailed in Schedule "B", to UB's Merchants and Clients, whereupon the
          Parties  will  share in the  revenue  generated  from  these  mutually
          serviced  Merchants or Clients on a fifty/fifty basis, net of costs of
          the  provision of said Services  reasonably  incurred by the provider.
          The Parties  shall agree upon a Schedule of Fees to be charged for the
          provision of their  services,  to be  determined as a number less than
          the  published  retail or  wholesale  rates for  these  services,  but
          reasonably calibrated to accommodate normal overhead and operations of
          the provider of the service provided.

     2.02 Representations.  DCMS  and UB may  represent  themselves  as  Service
          Representatives or Account Representatives marketing Services for each
          other. Consideration for governing laws and licensing regulations must
          be given in final  determination  of the  exact  manner  in which  the
          Parties may represent themselves,  to be agreed between the Parties as
          a "policies and procedures"  matter  governing  operation  between the
          Parties.

     2.03 Expenses.   DCMS  and  UB  acknowledges   that  they  are  exclusively
          responsible for their own expenses, insurance, payroll and other dues,
          fees and taxes incurred in performing the Services.


          Article III
          Duties Of The Parties

     3.01 Sales. Both DCMS and UB and their representatives shall use reasonable
          commercial  efforts to market the Services offered by each other, on a
          non-exclusive  basis,  as  described  in Schedule  "A" and "B", and as
          modified from time to time,  to their  Merchants and Clients and their
          affiliates.  Such Services shall include  obtaining  applications from
          Merchants  within the stated credit  policies of DCMS and UB, specific
          to the individual  services offered by the Parties.  The Parties shall
          work  together  to  develop  the  full  range of  online  applications
          relating to each of the services  offered,  as soon after execution of
          this Agreement as practicable.

     3.02 Service.  Each Party shall provide training,  follow-up,  support, and
          service  reasonably  required  by  Merchants  in use of the  Services.
          Furthermore,   the  Parties  shall  provide  all  merchant  e-commerce
          services  required to give effect and  operability to this  Agreement,
          including the  arrangement of  transaction  server  hosting,  merchant
          monitoring  and  reporting,   technical   consulting  and  programming
          assistance.

     3.03 Delivery of Documents  and Funds.  Upon  receipt of any  applications,
          forms,  or other  documents,  or funds,  whether  in the form of cash,
          checks,  money orders, or other negotiable  instrument received from a
          Merchant or Client,  DCMS and UB shall promptly deliver such documents
          to the  appropriate  responsible  Party and any funds to a  segregated
          account established at UB designated for the operation of the business
          contemplated by this Agreement, unless the Parties, by mutual consent,
          shall  direct,  in writing,  that such funds or  documents  be sent to
          another  party.  All paperwork  relating to a Merchant or  prospective
          Merchant client for UB must be sent to UB for processing and approval.
          All paperwork  relating to a Merchant or prospective  Merchant  client
          for DCMS must be sent to DCMS for processing and approval.

     3.04 Information.  Upon receipt of any  information  regarding any dispute,
          claims,  or problems  relating  to any  Merchant  with  respect to the
          Services and Products, or a Merchant's business practice, character or
          other matters  affecting a Merchant's  relationship with either Party,
          regulatory  authorities  or Credit Card  Companies,  or the ability to
          comply with the terms of such  relationships  including any violations
          or suspected  violations of the Rules and Regulations noted in Section
          1.06 above, each Party must immediately  notify the other Party or its
          designates of such information.


          Article 1V
          Further Duties Of The Parties

     4.01 Support. Each Party has agreed to provide such support services as are
          reasonably  necessary  to the  other  Party to  perform  their  duties
          hereunder;   including,  but  not  limited  to,  providing  technical,
          marketing,  and other similar  services,  forms,  supplies,  marketing
          materials,  price lists and the training reasonably  necessary for the
          Parties to perform the duties required by Article III, supra.

     4.03 Rules and Guidelines. DCMS and UB have agreed to promptly provide each
          other with copies of all its Rules and  Regulations,  guidelines,  and
          price  lists,  as amended from time to time,  governing  the sales and
          marketing  of the Services  and any support  services  required of the
          Parties.

     4.04 Underwriting  and Risk  Assessment.  Relative to its  services,  UB is
          responsible  to  review  each  application  and  ensure  that  each is
          complete and meets the underwriting guidelines,  rules, and procedures
          set by UB. It is clearly  understood  that the Risk and its Assessment
          relative to the provision of its services are the sole  responsibility
          of the UB.  Relative to its services,  DCMS is  responsible  to review
          each  application  and  ensure  that  each is  complete  and meets the
          underwriting guidelines, rules, and procedures set by DCMS, and Credit
          Card Companies, for delivery of its services. It is clearly understood
          that  the  Risk  and  its  Assessment  relative  to  the  credit  card
          processing  business  are the sole  responsibility  of the  Processing
          Bank.

     4.03 Compliance.  UB will review all applications  relative to the delivery
          of  its  services  to  ensure   requirements   imposed  by  Rules  and
          Regulations,  have  been met by UB and  DCMS.  DCMS  will  review  all
          applications  relative  to the  delivery  of its  services  to  ensure
          requirements  imposed by Rules and  Regulations  have been met by DCMS
          and UB.

     4.06 Fulfillment  of Intent of  Agreement.  It is recognized by the Parties
          that the  provision of services may or does  involve  outside  service
          providers.  For  example,  DCMS  is  a  registered  Independent  Sales
          Organization   (ISO)  for  Humboldt  Bank,  and  through  Humboldt  is
          registered with Visa,  Mastercard and other card  associations to sell
          card services and to obtain Merchant Numbers for its Merchant clients.
          Humboldt is the acquiring bank through which DCMS currently  processes
          the   transactions   of  its  Merchant   Clients.   DCMS  manages  the
          relationship  between the Merchant and the Acquiring Bank. Proceeds of
          the transactions processed for the Merchant are paid, at the direction
          of the Merchant,  to the Merchant's designated bank account. It is the
          objective of this Agreement between the Parties to establish an online
          banking  facility to which DCMS can direct and  service  its  Merchant
          clients, to which the Merchant's transaction proceeds can be directed,
          at the Merchant's direction. Once the online Merchant account has been
          established  through the  facilities  of UB, the  Merchant  may direct
          funds so  deposited  to its  designated  account  at  another  banking
          institution  or,  preferably,  leave the funds in the  Online  Account
          established for the Merchant at UB. Accordingly, the Merchant may then
          make use of the array of Online  Services  offered  through UB and its
          affiliates.

     4.07 Reconciliation and Payment - Accounting. DCMS, through its association
          with the Processing Bank, Card Association and accounting resources is
          responsible  in this Agreement to provide all accounting and reporting
          relative to the provision of its services, and to provide to UB, on an
          agreed upon  schedule,  all bank deposit  reports from the  Processing
          Bank  and/or  Credit Card  Companies  and a  disbursement  summary and
          profit  and  loss  report  relative  to the card  processing  business
          operated  in  conjunction  with UB for  those  Merchants  and  Clients
          referred to DCMS by UB and serviced through the facilities provided by
          DCMS.  Any  Holdback/Security  Deposit  funds  withheld  for  security
          purposes for mutual Merchant clients of DCMS and UB shall be deposited
          to an account to be designated by and under the mutual control of DCMS
          and UB for the term of the Holdback/Security period proscribed.

         UB is  responsible  in this  Agreement  to provide all  accounting  and
         reporting  relative to the provision of its services.  UB shall provide
         to DCMS, on an agreed upon schedule,  reports on all revenue  collected
         for  services  provided by UB as detailed in this  Agreement,  all bank
         deposit  reports on  Merchant  and Client  accounts  established  at UB
         through this Agreement and a  disbursement  summary and profit and loss
         report  relative  to the  banking  and  services  business  operated in
         conjunction with DCMS for those Merchants and Clients referred to UB by
         DCMS and serviced through the facilities provided by UB.

         The  Parties  shall  form and Audit  Committee  to be  responsible  for
         overseeing the production of a profit and loss statement,  on a monthly
         basis,  for the business  transacted  between the Parties in accordance
         with  this  Agreement.   The  accounting   department  of  UB  will  be
         responsible  for preparing the monthly P&L report,  to be  subsequently
         reviewed  by the  Audit  Committee  and,  subject  to the  reserve  and
         operating guideline criteria established by the Audit Committee,  shall
         determine  the  distribution  of net profits from the operation of this
         Agreement on a Fifty/Fifty (50/50) basis to the Parties.


          Article V
          Sources Of Revenue

     5.01 Sums.  Revenue  shall be determined  from the Sales  recorded from the
          provision  of Services  by the  Parties as  detailed in Section  2.01,
          above.

     5.02 Recording of Sales.  Sales shall be defined as transactions  completed
          in accordance  with Rules and  Regulations  governing the operation of
          each of the Parties respective business. For instance, for credit card
          transactions, no payment shall be paid on Sales or orders for Services
          canceled,  or  cancellation  settlements.  Such Rules and  Regulations
          shall be applied to the  standard  employed by the Audit  Committee in
          determining  the profit  and loss of the  operation  of this  business
          conducted between the Parties.


          Article VI
          Non-Disclosure

     6.01 Non-Disclosure Agreement and Proprietary Information.
          ----------------------------------------------------

                A.   The   Parties   recognize   and   acknowledges   that   the
                     information,  business  practices,  business  list  of  the
                     customers,   and  any   other   trade   secrets   or  other
                     confidential information relating to the Parties respective
                     businesses  as it may exist from time to time are valuable,
                     special,  and  unique  assets  of  each  Party's  business.
                     Therefore, the Parties agrees as follows:

                        1.   The Parties will hold in strictest  confidence  and
                             not  disclose,  reproduce,  publish,  or use in any
                             manner,   whether   during  or  subsequent  to  its
                             engagement,    without    the    express    written
                             authorization  of the other Party, any information,
                             business   customer   lists,   trade  secrets,   or
                             confidential  matters  leading  to  any  aspect  of
                             either   Party's   business,   except   where  such
                             information   is  generally   accepted  as  "public
                             information"  and  generally   available  from  the
                             public  filings  required  of the  Parties by their
                             governing regulators.
                        2.   That upon request, or at the time of termination of
                             this  Agreement,  the Parties  will  deliver to the
                             each other, and not keep or deliver to anyone else,
                             any and all  notes,  memoranda,  documents,  and in
                             general,  any and  all  materials  relating  to the
                             other Party's business.

                B.   The Parties  acknowledges and agrees that each Party brings
                     special pre-existing knowledge and relationships of its own
                     into this  business  relationship,  and  therefore,  in the
                     event that this Agreement is terminated for any reason, the
                     Parties  may take with it that  knowledge,  documents,  and
                     those  relationships that it can clearly  demonstrate as it
                     held prior to this Agreement.
          Article VII
          Term: Termination: Rights On Termination

     7.01 Term. The term ("TERM") of this Agreement  shall be for five (5) years
          from  the  date  set  out in  the  preamble  to  this  Agreement.  Not
          withstanding the foregoing,  if none of the provisions of this Article
          are applicable,  then this Agreement shall renew  automatically for an
          additional  one (1) year  term on the fifth  anniversary  date of this
          Agreement.

     7.02 Termination.  This Agreement may be terminated  prior to completion of
          the Term in any one of the following ways: -----------

               A.   Upon DCMS or UB's going out of business.
               B.   By either Party, after one hundred and eighty-one (181) days
                    written notice to the other Party for good cause, including,
                    but without limitation to:
                    i.   violation   by  either  Party  of  the  terms  of  this
                         Agreement;
                    ii.  the material  default of either Party in performing its
                         obligation   under  contracts  with  other  persons  or
                         business  entities if such  default  has been  directly
                         caused by that Party;
                    iii. fraud with  respect to the  business  affairs of either
                         Party or their mutual client;
               C.   Upon mutual agreement of the parties hereto;
               D.   By either Party upon one hundred and  eighty-one  (181) days
                    written  notice  in the  event of  changes  in the rules and
                    regulations  of the Acquiring  Bank or Credit Card Companies
                    or FDIC or the OTS, which in the opinion of either Party are
                    adverse to continuing this Agreement.

     7.03 Effect of Termination.  Upon termination of this Agreement, each Party
          shall be  entitled  to  receive  all  compensation  earned  under this
          Agreement to the date of termination.


          Article VIII
          Representations made by the Parties

     8.01 Representations.  The Parties have  represented  and warranted to each
          other as follows:

                A.   Except  as  previously  disclosed  to the  other  Party  in
                     writing, neither Party is not subject to any restriction or
                     non-competition  covenant  in favor  of a former  employer/
                     contractor or any other entity.
                B.   The signatory  hereto for each Party has the legal right to
                     sign on behalf of that Party and enter into this Agreement.
                     Entry into this Agreement does not constitute  violation or
                     breach of the terms of any  agreement to which either Party
                     is a party.
                C.   All  information  provided by the Parties at,  prior to, or
                     following  the date of this  Agreement is true, correct,and
                     complete.

          Article lX
          Indemnification

     9.01 The Parties.  Each Party has agreed to indemnify and hold harmless the
          other  Party from and  against any loss,  cost,  or damage,  including
          reasonable attorneys' fees and court costs incurred by the other Party
          as a result of or  arising  from  either  Party's  misrepresentations,
          failure  to  comply  with the  terms  of this  Agreement,  or  willful
          misconduct or negligent performance of its obligation hereunder.  Such
          indemnification   obligations   shall   continue   subsequent  to  the
          termination  of  this  Agreement  for  actions   arising  from  events
          occurring during the Term of this Agreement.


          Article X
          MISCELLANEOUS

     10.01 Notice.  All  notices  required  hereunder  shall  be in  writing and
          delivered in person or by certified or registered mail, return receipt
          requested postage prepaid. Such notice shall be addressed as follows:


                    To the UB:      University Bank
                                    959 Maiden Lane
                                    Ann Arbor, Michigan 48105

                                    734-741-5858 - 734-741-5859 (fax)
                                    Attention:  Stephen Lange Ranzini


                    To the DCMS:    Digital Commerce Merchant Services Inc.
                                    300-1199 West Hastings Street
                                    Vancouver, B.C. V6E 3T6

                                    604-899-0411 - 604-899-5495 (fax)
                                    Attention:  Michael Kang


     10.02 Amendment. Except as otherwise  provided  herein,  this Agreement and
          the Exhibits hereto may not be amended, altered, or modified except by
           written authorization executed by all signatories hereto.

     10.03Arbitration.  Any  controversy  or claim  arising out of or related to
          this Agreement shall be resolved by binding  arbitration in accordance
          with the  Commercial  Arbitration  Rules of the  American  Arbitration
          Association.  Judgment  upon any  award  may be  entered  in any court
          having jurisdiction thereof. The prevailing party shall be entitled to
          recover  reasonable  attorney's  fees and other costs  incurred in any
          arbitration   proceeding.   Notwithstanding  the  provisions  of  this
          paragraph.


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     10.04 Benefit and  Assignment. This Agreement shall inure to the benefit of
           the   parties   and   their  respective   heirs,   successors,    and
           representatives. owever, the rights and obligations hereunder may
           not be assigned without the prior written consent of the other.

     10.05 Governing  Law. This  Agreement  shall be governed by,  construed and
           interpreted under the laws of the State of Delaware.


     10.06 Severability. The illegality or unenforceability of any provisions of
           this Agreement shall not affect the remainder of this Agreement.

     10.07 Entire  Agreement. This Agreement and the Exhibits hereto contain the
           entire  understanding of the parties  hereto and  supercede all prior
           agreements with respect to the subject of this Agreement.

     10.08 Headings. Headings used herein are for convenience only and shall not
           affect the construction or interpretation of this Agreement.

     10.09 Online  Bank - Web Name.  DCMS will offer the link to UB  through its
           web address at www.thatbank.com.
                          ----------------


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                               RESELLER AGREEMENT

                                    EXHIBIT A

TERRITORY


         SIGNATURE, DATE SEAL, ACKNOWLEDGEMENTS

         IN WITNESS HEREOF, the Parties have executed this agreement the day and
         date herein first above written. Agreed and accepted by:

         UNIVERSITY BANK                      DIGITAL COMMERCE
         MERCHANT                             SERVICES INC.


         Per: _____________________________    Per: ____________________________
              Stephen Lang Ranzini                  Michael Kang




          END

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                               RESELLER AGREEMENT

                                    EXHIBIT B

          FEE PAYMENT SCHEDULE


          For all  contracts  signed  as a  result  of  efforts,  referrals,  or
          introductions  by  the  Parties  or  any  of  its  representatives  or
          associated companies:

          1.   The  Parties  will  mutually  determine  the  risk  level  of the
               Merchant and, accordingly, determine an appropriate Merchant Rate
               on a merchant by merchant basis;

          2.   The Net  difference  of  Merchant  Rate and Total  Costs  will be
               divided between the parties as follows:

                      UB:
                      DCMS:





          END





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