MasterCard  International
Franchise  Management
2000  Purchase  Street
Purchase,  NY


November  2,  1999               CONFIDENTIAL

Mr.  William  Appleton
Assistant  Vice  President,  Cards
First  American  National  Bank
550  Metroplex  Drive
Nashville,  TN  37211

Re:    Pinnacle  Business  Management,  Inc. Maestro/Cirrus Affinity/Co-Branded
       Marketing  Program

Dear  Mr.  Appleton:

Thank  you  for  submitting  First  American  National  Bank's application for a
Maestro/Cirrus  Affinity/Co-Branded  (A/CB)  marketing  program  with  Pinnacle
Business  Management,  Inc.  We  are  pleased  to inform you that First American
National  Bank  may  proceed  with  the A/CB marketing program's development and
launch,  although  final approval is contingent upon the receipt of all required
documentation.

Based  on  the  information in your application, MasterCard understand the ECash
Maestro/Cirrus  Card  program  will  operate  as  described  below.  Given  this
understanding,  we  determine  the  ECash  Maestro/Cirrus  Card program to be in
compliance  with  applicable  Affinity/Co-Branded  Rules as specified in Maestro
International  Operating  Rules  and  Cirrus  System  Rules.

I.   Program  Design

     A.   The  First  American  National Bank Pinnacle Business Management, Inc.
          program will exclusively offer a Maestro/Cirrus Card product.

     B.   ECash Maestro/Cirrus cards  may be  used  at  any  MasterCard  Network
          displaying the MasterCard, Maestro, and Cirrus brands.

     C.   Ecash  Card  MasterCard  cardholders  will not be offered any specific
          affinity/co-branded benefits at this time.

     D.   First  American National Bank is required to provide a card  design to
          MasterCard  International to complete the file for this A/CB marketing
          program. Please forward this document at your earliest convenience.


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II.  Security  Requirements
     MasterCard  International's  Security  & Risk Management group has reviewed
     the Pinnacle  Maestro/Cirrus  card  marketing  program.  In addition to the
     security  measures  outlined  in  Pinnacle's  October  25, 1999 letter, the
     following security procedures  for  card  handling  and  distribution,  and
     completed  cardholder  application  handling,  should be implemented at all
     locations involved with the Pinnacle  Program.

     A.   AUDIT  CONTROL  LOG
          The Audit  Control Log  provides the ability to account for the number
          and  location  of  Pinnacle  Ecash  Maestro/Cirrus  Cards at any point
          during  storage or distribution.  At a minimum,  the Audit Control Log
          should  contain the following information.

          -  description of  cards  stored  and released (i.e., account numbers)
          -  date  and  time  of  each  card  release
          -  signature  of  individual(s)  releasing  the  card

          Access to the card stock should be under dual control.  Ideally, there
          should  be  one employee who has one access level (i.e. key entry) and
          second employee who retains a combination for a secondary  lock.  Both
          employees'  names  should  be indicated on the Audit Control Log.  The
          Audit  Control  Log's  ability  to  track  the  cards also will assist
          exception  monitoring  personnel  in  identifying  potential  loss
          situations.

     B.   CARD  THEFT
          First  American  National  Bank  should be notified in the event of a
          confirmed or suspected theft of Pinnacle Ecash Maestro/Cirrus  Cards.
          The  information  can  be  used  to  revise  exception monitoring for
          tracking and identifying the  location of the potential loss.

     C.   CARD  STORAGE
          Although the Pinnacle Ecash Maestro/Cirrus  Cards are not "live" until
          activated by the cardholder, the card storage  area must  be protected
          at  all  times by  using recognized security control devices, limiting
          and  controlling  access  and  applying  acceptable  audit  control
          procedures.  These  cards should be stored in a safe with dual control
          access (dual keys or key  & combination).  The storage  facility  area
          should be used only for these  cards and for no other  supplies.  This
          storage  area is  considered a high priority security area.

     D.   COMPLETED  CARDHOLDER  APPLICATION  HANDLING
          Completed cardholde applications should be handled in a secure manner.
          At the  end of each day, all original  copies either should be removed
          from all locations  involved in the Pinnacle Business Management, Inc.
          marketing  program or should be destroyed with a shredder.


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III. NOMENCLATURE  &  MARKETING
     A.   According  the  Maestro/Cirrus   communications  standards,  all  A/CB
          Program  communications  must prominently refer to the  Maestro/Cirrus
          debit  functionality.  Pleas submit all  marketing  materials for this
          Maestro/Cirrus A/CB marketing program for review prior to use.

IV.  CARD  DESIGN
     A.   Cad design was not  submitted  with the A/CB  application.  Final card
          design  approval is contingent on receipt of a proof submitted by your
          card  manufacturer  to  Ms.  Kisha  Thorne,  Specialist,  Card  Design
          Services  who  can  be  reached  at  telephone   914-249-5713  or  fax
          914-249-4355.

Please  notify  MasterCard  if First American National Bank adds or modifies any
element of this A/CB marketing program.  If you have any questions regarding the
A/CB  marketing  program,  please  call  Michelle  Mitchell,  Program  Manager,
Affinity/Co-Branded  Approval  Process at 914-249-5005 or fax at 914-249-4351 or
your  regional  MasterCard  Office.

We are delighted that you have selected Maestro International and Cirrus System,
Incorporated  for the First American National Bank Pinnacle Business Management,
Inc.  Card  program.  MasterCard  International  is  ready  to make every effort
possible to meet your schedules for launch and to make this exciting new program
a  success.

Sincerely,
MasterCard  International



/s/  Shari  Krikorian
---------------------
Shari  Krikorian
Director
Brand  Standards

cc.  J.  Laubert               MasterCard  International


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