HUMBOLDT BANK

                 INDEPENDENT SALES ORGANIZATION (ISO) AGREEMENT

                  THIS AGREEMENT  (hereinafter  "the Agreement") is made between
Humboldt Bank ("Bank"),  a California  state-chartered  banking association with
its principal place of business at 701 Fifth Street,  Eureka,  California  95501
and Digital Commerce International,  Inc. ("Contractor"), a Corporation with its
principal  place of business at 404-815  Hornby Street,  Vancouver,  BC V6Z 2E6,
Canada,  and is  entered  into this 8th day of  November,  1999 (the  "Effective
Date").

                                    AGREEMENT

                  IN  CONSIDERATION  of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:

                               PART 1. DEFINITIONS

              SEC  1.1.  DEFINITIONS.  As  used in this  Agreement,  unless  the
context  clearly  indicates  otherwise,  the  following  terms have the meanings
hereinafter set forth:

              (a) "Approached  Merchant" means any Eligible Merchant that enters
into a  Merchant  Agreement  with  Bank for  participation  in the  Program  and
submitted by Contractor.

              (b) "Business  Day" means any day other than a Saturday,  a Sunday
or a day on which the banks in the State of California  are authorized by law to
close.

              (c) "Card Association" means either VISA U.S.A.,  Inc. ("VISA") or
MasterCard International, Inc. ("MasterCard").

              (d) "Card Association Rules" means the bylaws, rules,  regulations
and directives of either VISA or MasterCard.

              (e) "Debit  Network"  means the any  regional  or  national  debit
network  which routes  PIN-based  transactions  through Bank and with respect to
which Bank is either a direct or sponsored member.

              (f)  "Eligible  Merchant"  means  a  merchant  which  (i) is not a
merchant for which Bank is currently  providing  credit card deposit and account
reconciliation  services;  (ii) is solicited by Contractor to participate in the
Program;  (iii)  has not been  previously  submitted  by any of the  persons  or
entities  referred to in Section 2.1(b) of this  Agreement;  and (iv) meets,  in
Bank's sole and absolute  discretion,  the criteria established by Bank in order
to participate in the Program.

              (g)  "Equipment"  means  any  and  all  point-of-sale   terminals,
printers for credit card  vouchers and related  equipment  leased to an Approved
Merchant pursuant to one or more Leases.

              (h) "FDC" means First Data  Corporation,  or any other provider of
similar services mutually agreed upon between the Parties.

              (i) "ISO"  means an  Independent  Sales  Organization,  which is a
title  granted to an entity by VISA as the result of the entity  qualifying  the
VISA to solicit  merchants on behalf of one or more financial  institutions  for
the collection and processing of credit card drafts.

              (j) "Lease"  means the finance lease entered into between Bank and
an Approved Merchant for the leasing by said Approved Merchant of the Equipment.

              (k) "Lessee"  means any merchant who,  depending upon the context,
is  submitting  or has had  approved  by  Bank,  an  application  for a Lease of
Equipment.

              (l) "Merchant Agreement" means that agreement entered into between
Bank and an Approved Merchant for participation in the Program.

              (m)  "Merchant  Discount  Amount"  shall mean that  portion of the
amount of bank card drafts or transactions  submitted by Approved  Merchants and
processed through the Program to be paid to Bank as determined by application of
the Merchant Discount Rate.

              (n) "Merchant Discount Rate" means a percentage rate to be applied
to determine the portion of the face amount of a bank card draft or  transaction
processed  through the Program by Bank under this  Agreement  to be paid to Bank
pursuant to the Merchant  Agreement with the Approved  Merchant  submitting such
bank card draft or transaction.

              (o) "MSP" means a Member Service Provider which is a title granted
to an  entity  by  MasterCard  as the  result  of  the  entity  qualifying  with
MasterCard to solicit merchants on behalf of one or more financial  institutions
for the collection and processing of credit card drafts.

              (p) "Net  Sales"  equals  gross  sales  minus  returns of Visa and
MasterCard  transactions.  Net Sales specifically  exclude transactions from any
other card types.

              (q) "Program"  means the activities  conducted by Bank pursuant to
this  Agreement,  Card  Association  Rules and the rules and  regulations of the
Debit  Networks,  whereby Bank acquires  credit card and debit card sales drafts
and transactions  from Approved  Merchants and provides the necessary credit and
debit card processing services and support systems.

                         PART 2. ENGAGEMENT OF SERVICES

              SEC. 2.1. ENGAGEMENT OF CONTRACTOR.

              (a) Subject to the  provisions of this  Agreement,  Bank grants to
Contractor and  Contractor  hereby  accepts,  the privilege and right to solicit
Eligible  Merchants on behalf of Bank to  participate in the Program as Approved
Merchants and/or to enter into Leases of the Equipment with Bank. Bank expressly
reserves  the  right  to  designate,  in its  sole  discretion,  the  depository
financial institution in connection with each and every Merchant Agreement.

              (b) Nothing in Section  2.1(a) or in any other  provision  of this
Agreement shall preclude Bank from entering into one or more similar  agreements
with any other  person or  entity,  nor the direct  solicitation  by Bank or any
third  party  of  merchants  to  participate  in  Bank's  bankcard  transactions
processing activities (including Bank's Lease program).

  PART 3. PROVISIONS RELATING TO BOTH MERCHANT BANKCARD AND LEASE SOLICITATIONS

              SEC. 3.1. ADMINISTRATION BY BANK.

              (a) Bank shall have  administrative  responsibility and control of
any and all matters in connection with this Agreement other than those expressly
stated to be the responsibility of Contractor pursuant to this Agreement.

              (b) Bank  will  facilitate  merchant  deposits  for each  Approved
Merchant  by opening  the  necessary  merchant  deposit  accounts  or  providing
merchant deposit services through use of the Automated Clearing House (ACH).

              (c)  All  applicable   materials  and  information   necessary  or
appropriate for each application  shall be provided  Contractor by Bank or other
sources  designated  by Bank,  in  Bank's  sole  discretion.  Bank  will  charge
Contractor a reasonable fee for said material.

              SEC. 3.2. SOLICITATION BY CONTRACTOR.

              (a) Contractor will solicit, on behalf of Bank, Eligible Merchants
to become Approved Merchants.  Except with Bank's prior written approval,  which
may be  withheld  in Bank's  sole  discretion,  Contractor  shall not  knowingly
solicit any  merchant  which does not meet Bank's  credit  criteria for Eligible
Merchants  then in effect and  communicated  in  writing by Bank to  Contractor.
Contractor  acknowledges  that such credit  criteria may be changed by Bank from
time to time, in Bank's sole discretion.

              (b) Contractor will solicit, on behalf of Bank, Eligible Merchants
who  do  not  possess  the  necessary  or   appropriate   equipment  for  proper
participation  in the Program to enter into Leases of Equipment  with Bank,  and
will present to Bank all Leases executed  thereby.  Contractor  understands that
all credit  standards and funding and Lease factors  applicable to Leases are at
Bank's  sole  discretion  and may be changed  from time to time.  Bank will give
Contractor  prior  written  notice  of  any  such  changes.  Contractor  further
understands,  and agrees to so inform all merchants who submit  executed  Leases
under this Section 3.29b),  that such submittals are applications  only and that
all  such  applications  are  subject  to  acceptance  by  Bank at  Bank's  sole
discretion.

              (c) Contractor shall disclose Bank's identity and location to each
merchant  solicited by  Contractor,  and shall in no way suggest  imply or infer
that Contractor itself is a member of the VISA and/or MasterCard networks and/or
any Debit  Network;  provided,  however,  that if  Contractor  is an ISO or MSP,
Contractor may identify itself as such.

              (d) Contractor shall also initiate and conduct, in accordance with
all rules,  regulations and laws governing the activities of Bank, such security
activities as are agreed to between  Contractor and Bank in writing from time to
time.

              (e) Contractor  may not implement any marketing  promotion for the
purpose of soliciting  Eligible Merchants and Lessees,  and/or  establishing and
maintaining  participation by Approved Merchants in the Program,  without Bank's
prior written approval thereof. Except as otherwise expressly agreed in writing,
Contractor shall be solely responsible for its own expenses, of whatever nature,
incurred in developing and implementing its marketing promotions.

              (f)  Contractor  shall  submit  to  Bank,  in  legible  form,  all
materials and information  required for Bank's review of an Eligible  Merchant's
application  including,  but not limited to, (i) a proposed  Merchant  Agreement
and/or  Lease,  as the case  may be,  properly  completed  and  executed  by the
applicant,  and (ii) properly  completed,  signed and verified training outlines
and setup  forms,  in such form and content as may be required by Bank from time
to time in Bank's sole and absolute discretion.

              (g) Each proposed  Merchant  Agreement  and/or Lease  submitted by
Contractor  to  Bank  shall  include  the  genuine  signature  of an  authorized
representative  of the applicant.  Additionally,  Contractor  shall certify with
respect  to each  Merchant  Agreement  and  Lease  submitted  to Bank  that  (i)
Contractor or its authorized  representative has completed a physical inspection
of the applicant's  business  premises and reviewed the detailed  description of
the type of business provided on the merchant setup  documentation,  and (ii) to
the best of Contractor's  knowledge,  information  and belief,  the applicant is
legitimately engaged in a bona fide business operation and is not engaged to any
operation with the intent to defraud Bank or any other person or entity.

              (h)  Contractor may charge  applicants  whatever  application  fee
Contractor deems  appropriate,  and agrees to remit to Bank, for each applicant,
the application fee specified in Exhibit A, as amended. The application fee must
be clearly  identified  to the  applicant  as  non-refundable.  Any  application
submitted without the application  processing fee set forth in Exhibit A will be
deemed incomplete and placed on hold.

              (i)  Contractor  shall  cause each  Approved  Merchant  to receive
complete  training and terminals for use in connection  with the Program  within
two (2)  weeks  following  receipt  by  Contractor  from Bank of  account  setup
materials  for such Approved  Merchant,  subject to equipment  availability  and
merchant authorization.

              (j) Bank reserves the right to refuse any  transaction  offered by
Contractor.

              SEC. 3.3. APPROVAL/CANCELLATION BY BANK OF MERCHANTS.

              (a) Bank shall  approve,  approve  subject to such  limitations as
Bank may choose to impose,  or disapprove  the  application of each applicant to
become an Approved  Merchant  and/or  Lessee  under the Program.  All  decisions
regarding  the   acceptance   and/or   conditions  of  acceptance  of  any  such
application,  entering  into a  Merchant  Agreement  or Lease  with a  merchant,
rejecting any such  application,  or refusing to accept one or more applications
for any reason whatsoever, shall be in the sole and absolute discretion of Bank.

              (b)  Bank  agrees  to use its best  efforts  to  achieve  merchant
approval or declination within forty-eight (48) hours of receipt from Contractor
of a completed and properly executed merchant application.

              (c) Bank,  in its sold and  absolute  discretion,  may  cancel any
Merchant  Agreement between Bank and an Approved Merchant in accordance with its
terms and provisions as Bank deems appropriate,  without prior consultation with
Contractor.

              SEC. 3.4. OTHER DUTIES OF CONTRACTOR.

              (a)  Contractor  shall  be  responsible  for  the  payment  of any
registration  fee (including,  but not limited to, any registration fee required
of an ISO or MSP, if applicable) required of it in order to perform its services
pursuant to this Agreement.

              (b) Contractor shall be responsible, at Contractor's sole expense,
for all electronic terminal hardware installed at Approved Merchants'  locations
and for all related charges and expenses including, but not limited to, purchase
installation,  on-site training and ongoing maintenance for and customer service
to Approved  Merchants.  All Equipment  installed at Approved Merchant locations
shall be of a type  approved  by Bank and  compatible  with  Bank's  credit card
processing system.

              (c) Contractor  shall timely furnish Bank any and all  information
and materials that Bank may from time to time  reasonably  request in connection
with all matters contemplated by this agreement.  Contractor also shall take all
such action as Bank may from time to time reasonably  request in order to ensure
that all matters  contemplated by this Agreement  comply with  applicable  legal
requirements, of whatever nature.

              (d)  Contractor  shall  make  available,  within  (7)  days of any
request by Bank,  VISA,  MasterCard or any  regulatory  agency,  all records and
documents within  Contractor's  control that relate to the services  provided by
Contractor.  Contractor  agrees that Bank,  VISA,  MasterCard or an  appropriate
regulatory  agency  each has the  right to  inspect  any  business  location  of
Contractor at any reasonable time to ensure full compliance by Contractor of the
provisions of this Agreement and of all applicable rules and regulations of VISA
and  MasterCard.  Contractor  shall  cooperate  with any and all  audits  and/or
reviews of Contractor by Bank, VISA, MasterCard or such regulatory agency at any
time,  and agrees to  reimburse  Bank for any amount Bank pays or is required to
pay to cover the cost of any inspection, audit or review.

                  PART 4. MERCHANT BANKCARD PROGRAM PROVISIONS

              SEC. 4.1. MINIMUM NUMBER OF APPLICATIONS.  Contractor shall submit
a minimum of 75 complete applications per month to Bank.

              SEC. 4.2. FURTHER DUTIES OF BANK RELATING TO BANKCARD PROGRAM.

              (a)  Bank  shall  provide   deposit  and  account   reconciliation
services,  chargeback  processing,  customer  service,  terminal  support,  risk
monitoring and collection services for all merchant accounts.

              (b) Bank shall be  responsible  for, and shall pay, the  following
fees and charges  relating to this  Agreement:  (i) VISA,  MasterCard  and debit
interchange charges,  transaction charges and frequency charges;  (ii) all third
party processing  charges (such as, but not limited to, those of FDC); and (iii)
Automated  Clearing House (ACH) fees incurred in connection with the transmittal
by Bank of funds to Approved Merchants.

              (c) On or before  twentieth  (20th)  calendar day of each calendar
month, Bank shall provide all of the following information to Contractor for the
preceding  calendar  month:  (i) the total  number of open  accounts of Approved
Merchants;  (ii) Net Sales in dollars by all  Approved  Merchants  for the prior
calendar month; (iii) the total Merchant Discount Amount and fees charged to and
collected  from  each  Approved  Merchant  individually,  and from all  Approved
Merchants  collectively;  and (iv) that portion of the Merchant  Discount Amount
and  fees  to  be  paid  to  Contractor  by  Bank  for  each  Approved  Merchant
individually, and for all Approved Merchants Collectively.

              (d) Bank agrees that at all times  hereunder it shall  maintain in
good  standing  its  memberships  with  VISA,  MasterCard  and any and all other
entities required to allow Bank to serve as an acquirer for Approved  Merchants,
and will  provide  Contractor  the  authority  to  participate  as a third party
merchant service provider.

              SEC. 4.3. COMPENSATION.

              (a) As compensation  for the performance of its services  pursuant
to this  Agreement,  Contractor  shall be entitled to receive  discount income a
specified on Exhibit A. Said  compensation  shall be computed  daily by Bank and
paid  to  Contractor  by the  twentieth  (20th)  calendar  day of the  following
calendar month.

              (b) Notwithstanding the termination of this Agreement,  so long as
Contractor is not in violation of Section 7.7(a) Contractor shall be entitled to
continue to receive  compensation as set forth in Exhibit A; provided,  however,
that in the event  Contractor  violates,  or permits the violation  of,  Section
7.7(a),  Contractor shall not be entitled to any further compensation whatsoever
under this Agreement.

              (c) The  provisions of this Section shall survive  termination  of
this Agreement.

              SEC.  4.4.  RESPONSIBILITY  FOR  MERCHANT  CHARGEBACKS  AND  OTHER
LOSSES.  Bank shall have full recourse to Contractor,  and  Contractor  shall be
liable to Bank, for fifty percent (50%) of any merchant chargeback or other loss
to Bank  (including,  without  limitation,  failure to properly provide services
pursuant to Sections 3.2 and

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              SEC. 5.2. FUNDING OF LEASE.

              (a)  Bank  agrees  to  purchase  from   Contractor  all  Equipment
appropriate  to  each  Lease  accepted  and  funded  by  Bank  pursuant  to this
Agreement, subject to lease price ceilings in effect at the time of purchase, at
the gross price set forth on Contractor's  invoice therefor less that percentage
which is  applicable  to the Grade  assigned to the  Lessee,  as such Grades and
percentages  are set  forth  in  Exhibit  B (the net of  which  is  referred  to
hereinafter as the "Bank Purchase  Price").  Bank's current lease price ceilings
are set forth in Exhibit B. Bank has the sole  discretion  to  establish  and/or
amend such lease price  ceilings,  Grade  definitions  and percentage  discounts
relating thereto, at any time upon fourteen (14) days' advance written notice to
Contractor.

              (b) Upon funding a Lease Bank will  transmit to a deposit  account
designated by  Contractor,  by ACH  transmission  or direct  deposit,  said Bank
Purchase Price less: (i) the first month's payment due under the Lease; (ii) any
other amounts required as advance payments under the Lease, and (iii) applicable
taxes, which will be paid by Bank.

              SEC. 5.3.  PAYMENT OF TAXES.  Bank shall pay all applicable  state
and local sales and use taxes relating to the Equipment on each Lease  presented
and accepted.

              SEC. 5.4.  MAINTENANCE/SERVICE  OF THE EQUIPMENT.  Contractor will
perform  or  cause to be  performed,  at no cost to Bank,  all  maintenance  and
service on the Equipment required under warranties or any maintenance  contacts.
After the expiration of such warranties or maintenance  contractors,  Contractor
will  perform  or cause to be  performed  all  maintenance  and  service  on the
Equipment reasonably requested by Bank at reasonable costs.

              SEC. 5.5. FIRST PAYMENT DEFAULT. If any Lessee fails to pay in
full the first  payment  due,  other than any payment  made at the time of Lease
funding,  within  fifteen  (15) days from its due date,  or if a Lessee's  first
authorized  ACH debit is  declined  by its bank or other  financial  institution
(unless  the  reason for the  decline  was due to Bank's  error),  and if Bank's
normal collection  efforts do not result in Bank's receipt of such full payment,
Contractor  agrees to  repurchase  the Lease from Bank within  fifteen (15) days
after  notice  thereof  from Bank for the Bank  Purchase  Price (as  defined  in
Section  5.2(a)),  plus a  handling  charge of one  hundred  dollars  ($100.00).
Contractor  agrees  that,  at Bank's  option,  such  amount  will be either  (a)
separately  remitted by  Contractor  to Bank within ten (10) calendar days after
demand  therefor by check or other draft  acceptable  to Bank, or (b) charged by
Bank against  other  payments due  Contractor  from Bank. If such payment is not
received  within  fifteen  (15) days of demand,  the payoff  amount  will be the
greater  of the amount set forth  immediately  above in this  section or the net
payoff plus one hundred dollars ($100.00).  If payment is not made within thirty
(30) days of demand, a Small Claims Court action will be filed by Bank.

              SEC. 5.6. WARRANTIES RELATING TO LEASES.  Contractor hereby agrees
that, by the  presentation  of any Lease by  Contractor  to Bank,  Contractor is
warranting and representing to Bank all of the following:

              (a) The Lessee,  on or before  executing the Lease, has received a
true copy of the Lease and has been  informed in writing of the  identity of the
supplier of the Equipment.

              (b)  The  Equipment  description  in the  Lease  is  complete  and
accurate in all respects.

              (c) (i) The  Equipment  described  in the Lease is not  defective;
(ii)  Contractor has good and marketable  title thereto;  (iii) the Equipment is
not  subject  to  any  defense  (including,   without   limitation,   claims  of
nonconformity  or offset by the Lessee);  and, (iv)  following  Bank's  purchase
thereof,  Bank  will  have  good  title to the  Equipment  free and clear of all
claims, liens or encumbrances except as previously disclosed in writing to Bank.

              (d) No portion of the money  required  to  commence  the Lease has
been advanced, loaned or rebated by Contractor to the Lessee, and Contractor has
not  entered  into any  separate  agreement  with  the  Lessee  or any  officer,
director, employee, agent or guarantor of the Lessee without the prior knowledge
and written approval of Bank.

              (e)  CONTRACTOR HAS MADE NO CLAIM OR  REPRESENTATION  WHICH IS NOT
SPECIFICALLY  SET FORTH IN THE LEASE.  Contractor  further warrants to Bank that
all claims, representations, warranties or statements made by Contractor to Bank
and to the  Lessee  are  true  and  correct  and are not  false,  misleading  or
fraudulent in any respect,  whether by direct statement or omission. If there is
any claim of  misrepresentation  of either  or both the Lease  Agreement  or the
Merchant Agreement,  Contractor agrees to repurchase the Lease from Bank for the
total of the Lease payments  remaining at the time of such claim (whether or not
such Lease  payments  are then  currently  due and  payable),  less the unearned
income thereon less fifteen percent (15%) of the  Contractor's  original invoice
therefore,  plus a handling charge of one hundred dollars ($100.00).  Contractor
agrees  that,  at Bank's  option,  such  amount  will be either  (i)  separately
remitted  by  Contractor  to Bank  within ten (10)  calendar  days after  demand
therefor by check or other draft  acceptable  to Bank,  or (ii)  charged by Bank
against other payments due Contractor by Bank.

              (f) All  financial  information  and all  trade,  bank and  credit
ratings received by Contractor have been provided to Bank. No negative financial
information or ratings have been altered,  deleted from the package submitted to
Bank by Contractor, or otherwise withheld from Bank.

              (g) All signed documents submitted to Bank by Contractor were duly
executed by the person(s)  purported to have executed  such  documents,  and all
such documents (i) are valid,  legal,  enforceable  and binding on the Lessee or
guarantor,  as the case may be; (ii) comply with all applicable  laws; and (iii)
are complete, genuine and without alteration or omission.

              (h) All signatures on each document were  personally  witnessed by
Contractor,  or by an  employee,  agent or other  authorized  representative  of
Contractor.  If any claim of forgery,  unauthorized  signature  or other  matter
involving the  authenticity of the Lessee's or any guarantor's  signature arises
during the term of the Lease,  Contractor  agrees to  repurchase  the Lease from
Bank for the total of the Lease  payments  remaining  at the time of such demand
(whether or not such Lease  payments are then  currently due and payable ), less
the unearned income thereon and less fifteen  percent (15%) of the  Contractor's
original  invoice  therefore,  plus a  handling  charge of one  hundred  dollars
($100.00).  Contractor agrees that, at Bank's option, such amount will be either
(1)  separately  remitted by  Contractor  to Bank within ten (10)  calendar days
after demand therefor by check or other draft acceptable to Bank, or (2) charged
by Bank against other payments due Contractor by Bank.

              PART 6. OTHER WARRANTIES AND INDEMNIFICATIONS

              SEC. 6.1. MUTUAL WARRANTIES. Each Party to this Agreement warrants
to the other Party all of the  following:  (a) it is duly  organized and validly
existing  under the laws of the state wherein its  principal  offices re located
and is in good sanding in every other state where it is doing  business;  (b) it
has all  necessary  rights,  title,  license  and  authority  to enter into this
Agreement;  (c) the  persons(s)  signing this  Agreement on its b4ehalf has full
authority to bind it to the terms and conditions  hereof;  (d) performance by it
of its duties and  obligations  under this Agreement has been duly authorized by
all  necessary  action,  will not  violate  any  provision  of its  organization
documents,  or any amendment thereof,  or constitute or result in a violation or
breach under,  nor conflict  with, any statute or other law, any order or ruling
of any court or tribunal, or any rule or regulation of any administrative agency
or  regulatory  authority;  and (e) with or without  the lapse of time after the
giving of notice by a third  party,  will not  violate  any  provision  of,  nor
constitute  or result in a violation  or default  under,  or  conflict  with any
contract,  agreement,  lease  instrument or other  undertaking  to which it is a
party  or by  which  it or any of its  properties  or  assets  may be  bound  or
affected.

              SEC. 6.2.  SEPARATE  WARRANTIES BY CONTRACTOR.  Contractor  hereby
represents  and  warrants  to Bank all of the  following:  (a) it has  received,
understands, and will comply fully with all requirements of VISA, MasterCard and
Debit  Networks;  (b) it will  conform to and comply  with all federal and state
laws and regulations  that are applicable to  Contractor's  provision of service
and  performance  of its  obligations  set  forth in this  Agreement  (provided,
Contractor  may,  in  good  faith,   contest  the  applicability,   validity  or
construction  of any law or  regulation  in  connection  with the  provision  of
services and  performance  of its  obligations  set forth in this Agreement when
expressly  authorized by Bank to do so); (c) adequate and property training will
be  provided  to  contractor's  marketing  representatives  for the  conduct  of
on-premise investigations in accordance with Section 3.2(g), and that Contractor
shall  maintain  records  reflecting  such  training;  (d) in  carrying  out its
obligations hereunder,  Contractor will perform all of its obligations set forth
in this Agreement to the best of its ability,  that all information  transmitted
to  Bank  by  Contractor  or by any  agent,  employee,  subcontractor  or  other
representative  of Contractor shall be accurate,  and that all services provided
by Contractor shall be performed with due care.

              SEC.  6.3.  SEPARATE  WARRANTY BY BANK.  Bank  hereby  warrants to
Contractor  that Bank  will  comply  with all  applicable  laws and  regulations
regulating banks as acquirer's of credit card and debit card  transactions,  and
commercial finance lessors.

              SEC. 6.4. INDEMNIFICATION OF BANK BY CONTRACTOR. Contractor agrees
to indemnify,  defend,  and hold harmless Bank and Bank's  employees,  officers,
directors,  shareholders,  agents,  corporate parents and affiliates against any
and all claims,  liabilities,  losses,  damages,  costs or expenses  (including,
without  limitation,  fees and expenses of attorneys and  consultants  and court
costs) of third persons or entities  either  directly or  indirectly  related or
attributable to (a)  Contractor's  negligence or wrongful act in its performance
under, or Contractor's breach of, this Agreement or any provision hereof, or (b)
to any such action of Contractor in any way  associated  with or related to this
Agreement. This indemnification  obligation of Contractor shall include, without
limitation, any and all claims for contractual, tortious, exemplary, punitive or
statutory  damages of any nature  whatsoever and any and all injunctive or other
equitable relief.

              SEC. 6.5. SURVIVAL.  The warranties and indemnifications set forth
in this Part6 shall survive any termination of this Agreement.

  PART 7. GENERAL TERMS RELATING TO BOTH MERCHANT BANKCARD AND LEASE PROVISIONS

              SEC. 7.1. RELATIONSHIP OF PARTIES.

              (a) Contractor is an independent contractor.  Nothing herein shall
be construed to imply the  existence of a partnership  or joint venture  between
Contractor  and Bank,  nor to make  Contractor an agent of Bank for tax or other
purposes,  Neither Contractor nor any of its directors,  officers,  employees or
agents, under any circumstances or conditions,  shall represent,  claim to be or
imply that Contractor or any of its directors,  officers, employees or agents or
directors,  officers, employees or agents or Bank, nor that Contractor or any of
its directors,  officers,  employees or agents has any right, power or authority
to create any obligation, express or implied, on behalf of or binding upon Bank.

              (b)  Contractor  may employ such  personnel  as  Contractor  deems
necessary to complete performance.  Bank may not direct Contractor's  employees.
Contractor takes full responsibility for paying all compensation and expenses of
its employees and/or subcontractors,  including (but not limited to) all related
local,    state   and   federal   taxes,    unemployment    insurance,    Social
Security/Medicare,  disability  insurance,  and other  applicable  withholdings,
payroll taxes, and workers' compensation insurance premiums.

              SEC. 7.2. EXPENSES OF CONTRACTOR. All expenses whatsoever incurred
by Contractor  under this Agreement shall be Contractor's  sole  responsibility,
and neither Bank nor its assigns shall be liable therefore.

              SEC. 7.3. TERM.  This Agreement shall continue for a period of one
(1) year commencing on the Effective  Date, but may be terminated  without cause
by either Party upon ten (10) days' written notice, or sooner at the election of
he non-defaulting Party if a Party has materially breached this Agreement or any
other agreement between the Parties. Thereafter, unless earlier terminated, this
Agreement  shall  automatically  renew for  consecutive  additional one (1) year
terms on each  anniversary of the Effective De unless either Party gives written
notice to the other on or before thirty (3) calendar days immediately  preceding
the expiration date of the then-current term.

              SEC. 7.4.  TERMINATION AND ADJUSTMENT  PRIVILEGES.  In addition to
the  provisions of Section 7.3, it is expressly  understood and agreed that this
Agreement  may be terminated at any time during its initial term and any renewal
term as follows:

              (a) Unless Contractor  obtains the prior written approval of Bank,
which Bank may not unreasonably withhold, Bank may terminate this Agreement upon
thirty (3)) calendar days' written  notice to Contractor  upon the occurrence of
either of the following  events:  (i) Contractor  merges or is consolidated,  or
enters into an agreement to merge or consolidate, into or with any other entity;
or (ii)  Contractor  fails to maintain  its good  standing in each  jurisdiction
where it conducts its business.

              (b) Bank may,  by giving  written  notice  thereof to  Contractor,
immediately terminate this Agreement upon the occurrence of an Event of Default.
For purposes of this Agreement,  "Event of Default" shall mean the occurrence of
any of the following:  (i) A representation made by Contractor in this Agreement
or otherwise in  connection  therewith  proves to be false or  misleading in any
material respect,  or (ii) Contractor  materially or repeatedly  defaults in the
performance  or  observance  of any of its  duties  and  obligations  under this
Agreement.

              (c) Either Party may  immediately  terminate this Agreement at any
time if the other Party ceases  conducting  business in the  ordinary  course or
files any petition in bankruptcy or reorganization or debt  consolidation  under
federal  bankruptcy  laws or under any  comparable  law by or against  the other
Party,  or upon the other  Party's  making of an assignment of any of its assets
for the benefit of creditors, or upon the application by the other Party for the
appointment of a receiver or trustee of its assets.

              (d) In the  event  that a change  is made to the  Program  by Bank
which, in Contractor's  reasonable judgment, is materially adverse to Contractor
under this  Agreement and Bank fails to revoke such change  within  fifteen (15)
business days after a written request therefor from  Contractor,  Contractor may
upon at least thirty (3) calendar  days' written  notice to Bank  terminate this
Agreement;  provided  that  from and after any  notice of  termination  given by
Contractor pursuant to this Subsection (d),  Contractor's duties and obligations
under this  Agreement s they existed  immediately  prior to such change shall be
unaffected  by the  change  until such  termination  of this  Agreement  becomes
effective.  For  purposes  of  this  Subsection,  a  change  in the  Program  is
"materially  adverse"  if and only if;  (i) the change is of a  substantial  and
material  nature and  materially  impairs  Contractor's  ability to perform  its
obligations  under this  Agreement  as such  existed  immediately  prior to such
change;  and (ii) within thirty (30)  calendar days of written  notice from Bank
that the  change  or a  substantially  similar  change is  proposed  to be made,
Contractor  notifies Bank that, in  Contractor's  judgment,  the proposed change
meets the standard specified in clause (i) immediately above.

              (e) Bank may  terminate  this  Agreement  upon 30  calendar  days'
written notice to Contractor (except where Bank reasonably believes such a delay
would cause  serious  adverse  consequences  to Bank, in which case Bank may act
immediately upon written notice to Contractor) if, at any time, Bank determines,
in its sole and absolute judgment,  that (i) the business reputation of Bank is,
or is threatened to be, adversely  affected by the quality of services  rendered
by Contractor or its agents  hereunder or by the  reputation of  Contractor,  or
both, or (ii) that further performance of services by Contractor  hereunder will
have an adverse financial impact upon Bank for any reason.

                  (f) In the event that the  performance or observance by either
Party of any of the terms or  provisions  of this  Agreement is determined to be
unlawful or in violation of any federal, state or local statute, law, ordinance,
              regulation or rule,  said Party shall seek to cure the  illegality
or violation
within  thirty (30)  calendar  days  following the date that such Party is first
informed of such  violation or illegality.  If such cure is not effected  within
such thirty (30) calendar day period,  either Party may thereupon terminate this
Agreement upon written notice to the other Party.

              (g) This Agreement shall terminate  automatically  in the event of
termination  of  Bank's  applicable  VISA  and/or  MasterCard   license  or  its
membership   in  VISA  and/or   MasterCard,   or  both,   or  in  the  event  of
de-registration of Contractor by VISA and/or MasterCard.

              SEC. 7.5. BREACH; REMEDIES.

              (a)  In  the  event  that  either  Party  defaults  in  any of its
obligations under this Agreement,  in addition to any other remedies provided by
this Agreement or applicable law (including,  without limitation,  termination),
the non-defaulting  Party shall be entitled to recover from the defaulting Party
any and all  costs,  damages  and  liabilities  which it  incurs or may incur on
account of such default,  including,  without limitation,  reasonable attorneys'
and  consultants'  fees and expenses and costs  incurred in connection  with any
proceeding relating to such default. The provisions of this Section 7.5(b) shall
survive any termination of this Agreement.

              (b) Each  Party  specifically  acknowledges  and  agrees  that the
rights,  interests and privileges of the other Party set forth in this Agreement
are  unique  attributes  of that  Party  and may not be  quantified  in terms of
monetary value. The Parties each acknowledge and agree that any violation of its
covenants  set forth  herein is likely to result in a remedy for  damages  being
inadequate to protect the rights,  interests and privileges of the injured Party
and  is  likely  to  result  in  irreparable  harm.  Accordingly,   the  Parties
specifically  agree that,  in addition  to any and all rights and  remedies  for
damages,  the injured Party shall have injunctive or similar equitable  remedies
available to it for any such  violation.  The  provisions of this Section 7.5(c)
shall survive any termination of this Agreement.

              SEC. 7.6 SEPARATE BREACH PROVISIONS RELATING TO LEASES;  REMEDIES.
With respect to any Lease, Contractor agrees that in the event that:

              (a)  Bank  or any of  its  assigns  discovers  any  breach  of any
warranty or  representation  made by  Contractor  pursuant to the  provisions of
Section 5.6 of this Agreement;

              (b)  Bank  or  any  of  its  assigns   discovers  that  Contractor
misrepresented  any material  fact  pertaining to the Lessee,  related  Merchant
Agreement  of the Lease;  or (c) a Lessee  claims that  Contractor  breached any
representation  or  warranty  in  connection  with  the  Lease  and/or  Merchant
Agreement,  then Contractor will unconditionally  repurchase the Lease from Bank
or its assigns for an amount equal to the monthly  Lease  payment  multiplied by
the number of remaining months due at the time of the repurchase demand, whether
or not such Lease payments are then currently due and payable, less the unearned
income  thereon and less  fifteen  percent  (15%) of the  Contractor's  original
invoice  therefore,  plus a handling  charge of one hundred  dollars  ($100.00).
Contractor agrees to separately remit said repurchase amount to Bank by check or
other  draft  acceptable  to Bank  within ten (10)  calendar  days after  demand
therefor.

              SEC. 7.7. NON-INTERFERENCE BY CONTRACTOR

              (a) So long as this  Agreement  remains in effect and for a period
of at least three years after  termination of this Agreement,  Contractor  shall
not permit any  subsidiary,  affiliate or  successor in interest,  or any of its
shareholders,  directors, officers, employees, agents or nominees, or members of
their  immediate  families,  to  interfere,  in any  manner  whatsoever,  either
directly or indirectly by any arrangement  whatsoever,  with Bank's  contractual
rights and  interests  under any  Merchant  Agreement  or Lease,  or to cause or
attempt  to cause  any  Approved  Merchant  to engage  in  bankcard  transaction
processing through any person or entity other than Bank.

              (b) Contractor  agrees to exercise its best efforts to not violate
the provisions of Section 7.7(a) by its own act or omission or by permitting the
act or  omission  of any other  person or entity  described  in Section  7.7(a);
however, if Contractor directly or indirectly violates the provisions of Section
7.7(a)  and Bank so  notifies  Contractor,  Contractor  will  have  thirty  (30)
calendar days to rectify the violation.

              (c) This Section 7.7 shall survive termination of this Agreement.

              SEC. 7.8. CONFIDENTIALITY

              (a)  Each  party  may,  in  the  course  of   performance  of  its
obligations under this Agreement, find it necessary or appropriate to furnish to
the other Party, or may find it has access to, certain confidential  information
about or proprietary  material regarding the Program or regarding the customers,
business plans or other proprietary  information of the other Party (hereinafter
referred  to   collectively   as   "Confidential   Information").   Confidential
Information  of each Party  shall  include,  without  limitation,  that  Party's
marketing philosophy and objectives,  promotions,  markets, materials, financial
results,  technological  developments,  any and all lists of Approved Merchants'
names  and  addresses,   and  other  similar   confidential  and/or  proprietary
information and materials.

              (b)  Each  Party  shall  at all  times  maintain,  and  cause  its
directors officers,  employees servants, agents and representatives to maintain,
the confidentiality of all Confidential Information. Neither Party shall sell or
otherwise convey any of the other Party's Confidential  Information or materials
to any third party other than  potential  Eligible  Merchants  (with  respect to
materials and information previously approved by Bank for such purposes) without
the prior written approval of the proprietor of such  Confidential  Information,
and each Party shall exercise all  precautions  reasonably  necessary to prevent
access to such information or materials buy any such third party.  Neither Party
shall  disclose,  furnish or use such  information  or materials for any purpose
whatsoever other than those specifically  contemplated herein. Each Party agrees
that during the term of this  Agreement and  thereafter,  it shall  exercise its
best efforts to prevent its agents,  employees and subcontractors from using any
Confidential information to which it becomes privy.

                  (c) All Confidential  Information furnished by either Party to
the other Party in connection  with this Agreement is the exclusive  property of
the originating  Party and, at the request of the originating  Party or upon the
termination of this Agreement.

              SEC. 7.9. USE OF  TRADEMARKS.  Contractor  has no right to use and
shall not use Bank's  trademark,  name or any other  proprietary  designation of
Bank in advertisements, as a reference or otherwise, without the express written
permission  of Bank.  The  provisions  of this  Section  7.9 shall  survive  any
termination of this Agreement

              SEC. 7.10. NOTICES Any notice that either Party is required or may
desire to deliver shall be delivered as follows:

              (a) If the notice relates to any breach or the termination of this
Agreement,  by United States certified or registered  mail,  postage prepaid and
return receipt requested; by private carrier with guaranteed overnight delivery;
or by  facsimile  transmission  with a  confirming  copy sent by  United  States
certified or registered  mail,  postage  prepaid and return  receipt  requested,
addressed as set forth in Section 7.10(c).

              (b) If the notice  relates to any other  matter,  by  facsimile or
e-mail transmission, addressed as set forth in Section 7.10(c).

              (c) All notices shall be addressed as follows:

If to Bank:                                    If to Contractor:
Humboldt Bank                                  c/o Digital International Inc.
Merchant Services                              Jack Combs
605 K Street                                   404-815 Hornby Street
Eureka, CA  95501                              Vancouver, BC V6Z 2E6
Fax No:  (707) 445-4927                        Canada
Attn:  Ken Musante. V.P.

              (d) In the event of transmission  by facsimile,  e-mail or private
carrier,  such  notice  shall be  deemed  delivered  on the first  business  day
following the transmission,  provided that the sender can reasonably demonstrate
its receipt.

              (e)  Either  party may  designate  a  different  address  to which
notices are to be sent by a writing  sent to the other Party as provided by this
Section 7.10.

              SEC.  7.11.  ASSIGNMENT.  This Agreement is personal to Contractor
and may not be assigned,  transferred, shared or divided, in any manner, without
the prior written  consent of Bank, and any such attempt  without Bank's written
consent shall be null and void.  Subject to the foregoing,  this Agreement shall
be  binding  upon and inure to the  benefit  of the  Parties  and  their  heirs,
personal representatives, successors and assigns.

              SEC.  7.12.  EXCUSABLE  DELAYS  AND  FORCE  MAJEURE.  Any delay in
performance by either Party hereto of its obligations hereunder shall be excused
when such delay is due to any cause or event of any nature whatsoever beyond the
reasonable control of such Party including,  without limitation, any act of God;
any fire, flood, or weather  condition;  any earthquake;  or any act of a public
enemy,  war  insurrection,  riot,  explosion or strike;  provided,  that written
notice  thereof  must be given by such Party to the other Party  within ten (10)
calendar days after occurrence of such cause or event.

              SEC. 7.13. CONSTRUCTION OF AGREEMENT

              (a) Any exhibit  referred to herein and attached  hereto is hereby
expressly incorporated herein in its entirety and made a part of this Agreement.
All  defined  terms  under this  Agreement  shall have the same  meanings in any
exhibit  referred to herein,  except that, in the event of any conflict  between
any of the provisions of such exhibit and the provisions of this Agreement,  the
provisions of this Agreement shall prevail.

              (b) In the event of any  inconsistency  between any  provision  of
this Agreement with  applicable  Card  Association  rules,  the applicable  Card
Association rules shall be afforded precedence and shall apply.

              (c) This  Agreement  shall be construed as to its fair meaning and
not strictly for or against either Party.

              (d) The  respective  rights and  remedies  of Bank and  Contractor
under this Agreement shall be cumulative,  and the exercise or partial  exercise
of any such right,  remedy or  privilege  shall not preclude the exercise of any
other right, remedy or privilege. The non-exercise or partial exercise by either
Party of any right,  remedy or privilege under this Agreement shall no impair or
preclude  the future  exercise  by that  Party of that same or any other  right,
remedy or privilege under this Agreement. The provisions of this Section 7.13(d)
shall survive any termination of this Agreement.

              (e) No failure or delay of either Party in exercising any right or
power given to it under this  Agreement  shall operate as a waiver  thereof.  No
waiver of any term, covenant,  condition or obligation of this Agreement, or any
breach thereof,  shall be effective unless granted in writing. The waiver by any
of the Parties of any term, covenant,  condition or obligation herein contained,
or of any breach thereof,  shall not be deemed to be a waiver of any other term,
covenant,  condition or obligation herein contained or of any prior,  concurrent
or subsequent  right  hereunder.  The  provisions of this Section  7.13(e) shall
survive any termination of this Agreement.

              (f) Unless  otherwise  provided  in this  Agreement,  consent  and
approval,  when  required  hereunder on the part of either  Party,  shall not be
unreasonably withheld.

              (g) The captions in this  Agreement are for  convenience  only and
shall  not  be  considered  a  part  hereof  nor  affect  the   construction  or
interpretation of any provision hereof.

              (h) This Agreement may be executed in multiple counterparts,  each
of which shall be deemed to be an  original  and all of which,  taken  together,
shall constitute one and the same document.

              SEC. 7.14. LAW GOVERNING; VENUE; ATTORNEYS' FEES

              (a) This Agreement shall be interpreted and construed according to
the laws of the State of California.

              (b) The  Parties  agree  and  consent  that,  in the  event of any
litigation  arising  out of or related to this  Agreement,  any state or federal
court having  jurisdiction in Humboldt County,  State of California,  shall have
jurisdiction and be the proper venue for the  determination of all controversies
and disputes  arising  hereunder.  The  prevailing  Party shall be entitled,  in
addition  to such other  relief as may be  granted,  to recover  its  reasonable
attorneys' fees and costs at trial, and on any appeal therefrom.

              SEC.  7.15.  SEVERABILITY.  If a court if  competent  jurisdiction
finds any provision of this Agreement to be invalid or  unenforceable  as to any
person or circumstances, such finding shall not render that provision invalid or
unenforceable as to any other persons or  circumstances.  If feasible,  any such
offending  provisions  shall be deemed to be modified to be within the limits of
enforceability or validity; provided, however, if the offending provision cannot
be so modified,  it shall be stricken and all other provisions of this Agreement
in all other respects shall remain valid and enforceable.

              SEC. 7.16.  ENTIRE AGREEMENT.  This Agreement  contains the entire
understanding between the Parties with respect to this subject matter, and shall
supersede and cancel all prior offers,  negotiations and agreements  between the
Parties  thereon,  whether  written or oral.  Accordingly,  this  Agreement  now
constitutes  the complete and  exclusive  statement of the terms and  conditions
between the Parties  covering the  performance  hereof,  and may not be altered,
modified  or  supplemented  except by a writing  duly  executed  by each  Party;
provided, notwithstanding the foregoing, that Bank shall have the right to amend
the  provisions  set forth in Exhibit A hereto upon thirty (30)  calendar  days'
notice to Contractor.

              IN WITNESS  WHEREOF,  the Parties have executed and delivered this
Agreement by their respective officers as of the day and year set forth below.

Humboldt Bank                              Contractor

By:  _________________________________     By:  ________________________________

Title:  ______________________________     Title:  _____________________________

Date:  _______________________________     Date:  ______________________________

                                    EXHIBIT A

                                     ISO-50%

     1. (a) As compensation for the performance of its services pursuant to this
Agreement,  ISO shall be  entitled  to receive  fifty  percent  (50%) of the net
profits of the Program. For purposes of this section,  "net profits" are defined
to mean the total of all Merchant  Discount  Amounts and merchant  discount rate
collected  by Bank  from  Approved  Merchants  each  month  pursuant  to  Bank's
agreement  with  such  Approved  Merchants  under  the  Program,  but  excluding
application  income  less any ACH  rejects,  merchant  losses,  chargebacks  and
expenses incurred by Bank in the  administration of the Program  including,  but
not limit4ed to, any and all VISA and for MasterCard  costs or fees, third party
processor fees, and Bank Administrative fees.

     (b) Should such amount be less than zero, then nothing shall be paid to ISO
until such time that the sum of the "net profits" for the immediately succeeding
months becomes  positive.  For example  purposes only,  should the "net profits"
during months 4, 5, 6, and 7 equal $50, ($75), ($25) and $200, then ISO shall be
paid $25, ($37.50), ($12.50), and 100 in each of those months respectively.

     (c) Administrative Overhead Fees, including:

Item                               Item Cost                      Merchants'Cost
----                               ---------                      --------------
Monthly Min                                                        $25.00
Statement Fee                                                      $10.00
Per Merchant ETC Help Desk
Monthly Statement
Merchant on File
Various FDR Reporting to Bank
On line Transactions
CD ROM's                           $3.50 per merchant/per month
FDR 56 KBPS Data Line
Merchant Assistance Voice Calls
Merchant Hot Call/Code 10
Sales Tax
Imprinter Plates
Discover Adds
Humboldt Bank Fraud Control        $4.00 per merchant/month
Humboldt Bank Customer Service     $4.00
Humboldt Bank Accounting           $1.50
Bank Reporting                     $1.50
Humboldt Bank Chargeback Fee       $15.00                          $25.00


     (d) Visa U.S.A. & MasterCard International Interchange Table:

Item                                                         Cost
----                                                         -----
Visa
Visa CPS/Retail - Credit                                     1.38% + $0.05
Visa CPS/Retail - Ken-Entered                                1.80% + $0.10
Visa Dues & Assessments                                      .084%
FDR Authorization & Data Capture                             $0.10
Address Verification Service (AVS) Fee                       $0.05
MasterCard
MasterCard Merit III (70, 80)                                1.36% + $0.10
MasterCard Key-Entered (92)                                  1.85% + $0.10
MasterCard Dues and Assessments                              .084%
FDR Authorization & Data Capture                             $0.10
Address Verification Service (AVS) Fee                       $0.05


     2.  Discount/Floor  Limit: ISO shall be allowed to sign-on  merchants at or
above the discount rate and transaction fees stated below for Retail, MO/TO, and
Internet Merchants:

Floor Limit              Merchant Classification

1.60% + $0.15     For retail  locations  where at least 70% of the  transactions
                  are swiped through the terminal.

1.52% + $0.18     For retail  locations  where at least 85% of the  transactions
                  are swiped  through the terminal and are contained on Humboldt
                  Bank's "Select Retail Merchant List."

2.29% + $0.23    For  mail  or  telephone  order  merchant   locations  or  any
                  merchants that swipe less than 70% of their transactions.

2.29% + $0.23     For Internet Merchants ("Note:  Excludes CyberCash Transaction
                  Fee, see CyberCash below.)


     3. Application Fees:

Item                                                                    Cost
----                                                                   -------
Application Fee, per merchant application                               $40.00
Application Fee, additional location or Merchant Conversion*            $15.00
Application Fee, Select Retail Program*                                 $15.00

*Note:  Reference Program description in Sales Manual,  "Application  Submission
Criteria."

     4. Debit and Lighthouse Club Fees:

Item                                                         Cost
-----                                                        -----
Debit Monthly Minimum fee                                    $7.50
Debit per Transaction Fee                                    $0.35
Lighthouse Club Equipment and Supply Program Monthly Fee     $9.50


     5. Internet Gateway Fees:

Gateway                                                      Cost
-------                                                      ----
Authorize.Net
Authorize.Net Set-up Fee                                     $99.00
Authorize.Net Monthly Internet Gateway Fee                   $12.50
eCHECK.Net
eCHECK.Net Set-up Fee                                        $49.00
eCHECK.Net Minimum Fee                                       $8.00
eCHECK.Net Discount Rate                                     1%
eCHECK.Net Transaction Fee                                   $0.20
CyberCash
CyberCash Set-up Fee                                         $159.00
CyberCash Internet Monthly Gateway Fee                       $17.50
CyberCash Transaction Fee                                    $0.25
Signio
Signio Set-up Fee                                            $75.00
Signio Internet Monthly Gateway Fee                          $17.50
G-Gate
G-Gate Set-up Fee                                            $50.00
G-Gate Internet Monthly Gateway Fee                          $7.50


     6. The ISO shall pay a registration  fee of $11,000 to Bank for ISO program
plus any renewals or expenses.

     7. Bank will  provide  collection  service  for a fee of 40% of the  amount
collected.

     8.  ISO  shall be  entitled  to 50% for  every  approved  American  Express
application and 50% of the net profit paid by American Express.

     9.  Rolling  Reserve  against  losses:  Ten (10) basis  points on the total
processing  amount of the portfolio.  Ten percent (10%) per month would be taken
out to build the amount for the reserve.

     10. Up-Front Reserve again losses. $25,000.000



                                    EXHIBIT B

                                     PORT 16

--------------------------------------------------------------------------------
The terms are as follows:

     1) Buy Rate: 48 months

             A          B            C          D             E
     -------------------------------------------------------------------
          0.0300      0.0320      0.0360      0.0380       0.0480


     2) Digital Commerce International,  Inc. agrees to use Humboldt Bank Credit
system as a basis for underwriting  leases.  All leases of "E" or better will be
accepted by Humboldt Bank, subject to the conditions following:

          a) at least 40% of all leases  purchased by Buyer will receive a score
     of "A",
          b) at least 55% of all leases  purchased by Buyer will receive a score
     of "A" or "B",
          c) no more than 22.5% of all leases  purchased by Buyer will receive a
     score of "C"
          d) not more than 15% of all leases  purchased  by Buyer will achieve a
     score of "D",
          e) not more than 5% of all leases  purchased  by Buyer will  achieve a
     score of "E".

     3) Digital Commerce International, Inc. will pay for First Payment Default.

     4) Initial payment due is first month plus last month (to include taxes).

     5)  Lease-end  options  for  merchant:  - may return  equipment - may elect
month-to-month extension at existing rate

     6) Buyout at 10% of gross lease amount

     7) Taxes administered by Humboldt Bank

--------------------------------------------------------------------------------
To active this new program, please sign and return. A signed copy must be in the
file.

Name:  Jack Combs, Norm Dority                               Humboldt Bank

Business Name: MBS Acquisition  Corp. c/o    Signature: ________________________
Digital  Commerce International Inc.          Date:  ___________________________
Phone:  (888) 505-5688
Fax:  (604)-899-5495
Signature:  ___________________________
Date:  ________________________________