<PAGE>   1
                                                                   EXHIBIT 10.13

                            (CASHFLOW MANAGER LOGO)

                           MERCHANT SERVICES AGREEMENT
<TABLE>
<CAPTION>
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OFFICER'S |       INITIAL       |     INITIAL     |    LINE OF      |    FUNDING /      |   LINE OF CREDIT   |  CUSTOMER  | LOAN
INITIALS  |   DISCOUNT RATE     |    RESERVE %    |  CREDIT LIMIT   |  AGREEMENT DATE   |    MATURITY DATE   |   NUMBER   | NUMBER
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          |                     |                 |                 |                   |                    |            |
  LO[1]   |     RATE1[2]        |       RES%[3]   |    PRINC[4]     |    DOCDATE[5]     |        EXPDATE[6]  |   CNO[7]   | LNO[8]
===================================================================================================================================
                               REFERENCES IN THE AREAS ABOVE ARE FOR BANK'S USE ONLY
<S>        <C>                                      <C>
"You" or "Your" means the Merchant named below.     "We", "Us" or "Our" means the Bank named below, its successors and assigns.

MERCHANT:            MERCHANTNAME[9]                BANK:     BANKNAME[14]
                     MADDRESS1[10]                            BADDRESS1[15]
                     MADDRESS2[11]                            BADDRESS2[16]

Tax ID or SSNumber:  TIN[12]                        Tel. Number: TELNO[13]
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</TABLE>

THIS AGREEMENT is between the Bank and the Merchant identified above. We and you
agree to the following terms and conditions with respect to your participation
in our CASHFLOW MANAGER(SM) Program (the "Program"):

SECTION 1. DEFINITIONS

1.1      ACCOUNT. The term "Account" means one of your Customer's credit
         accounts with you, any part of which is assigned by you to us in
         conjunction with the Program.

1.2      ACCOUNT STATEMENT. The term "Account Statement" means the statement of
         Account activity billed to your Customer by us on a monthly basis.

1.3      CREDIT AGREEMENT. The term "Credit Agreement" means any written
         installment, charge or other written form of Credit Agreement between
         you and a Customer.

1.4      CREDIT MEMO. The term "Credit Memo" means the form reflecting a credit,
         other than a credit arising from a payment, to a Customer's Account.

1.5      CUSTOMER. The term "Customer" means a debtor obligated to you on
         Receivables that arise from goods which you sold or services you have
         rendered to a customer, client or patient.

1.6      DISCOUNT FEE. The term "Discount Fee" means the fixed percentage charge
         that you agree to pay us from the Receivables purchased by us pursuant
         to this Agreement. The Discount fee will be deducted from the Face
         Amount of the Receivables purchased. Subject to the limitations set
         forth in Section 6.2 of this Agreement, we may amend the Discount Fee
         from time to time upon written notice to you based upon considerations
         of transaction volume, delinquency, current economic conditions, and
         other factors described herein. Initially, and except as otherwise
         provided the Discount Fee will be equal to the following % of the
         Receivables purchased by us:

<TABLE>
         <S>                                  <C>                                                     
         DISCOUNT FEE: DISCOUNTFEE%[17]       BANK INITIALS _____  MERCHANT  INITIALS __________.
</TABLE>

1.7      FACE AMOUNT. The term "Face Amount" means the cash price for the goods
         you sold and/or services you rendered to a Customer, less any
         downpayment paid by a Customer, plus any taxes imposed on such sales
         transaction.

1.8      INVOICE. The term "Invoice" means the form reflecting the sale of goods
         or services to a Customer.

1.9      LINE OF CREDIT. The term "Line of Credit" means any funded or unfunded
         Line of Credit agreement and/or promissory note(s) established by us
         pursuant to this Agreement to secure your obligation to repurchase
         Receivables as set forth in Section 6 of this Agreement.

1.10     NET AMOUNT. The term "Net Amount" means the gross amount of a
         Receivable, less the Discount Fee and other discounts, returns, credits
         or allowances of any nature at any time issued, owing, granted or
         outstanding.

1.11     OBLIGATIONS. The term "Obligations" means all of your obligations to
         us, whether pursuant to this Agreement, or under any Line of Credit
         agreement, note, contract, guaranty, accommodation or otherwise,
         however and whenever created, arising or evidenced, whether direct or
         indirect, liquidated or contingent, now existing or arising hereafter.

1.12     OPERATING ACCOUNT. The term "Operating Account" means the depository
         account(s) maintained by you with us.

1.13     RECEIVABLES. The term "Receivables" means all accounts, instruments,
         contract rights, chattel paper, documents and general intangibles that
         are acceptable to us and arise from your sale of goods or services, and
         the proceeds thereof, and all security and guaranties therefor, whether
         now existing or arising hereafter.

                                                               Page 1 of 6 Pages
<PAGE>   2
1.14     RELATED AGREEMENTS. The term "Related Agreements" mean any other
         agreement(s) we have with you which relate to the Program. Initially,
         these Related Agreements include those set forth in the following
         documents or instruments:

         DOC1[18]
         DOC2[19]
         DOC3[20]
         DOC4[21]
         DOC5[22]
         DOC6[23]

                                    BANK INITIALS ____  MERCHANT INITIALS _____.

1.15     RESERVE ACCOUNT. The term "Reserve Account" means the restricted,
         interest or non-interest bearing, deposit account established pursuant
         to Section 3 as a reserve against delinquent accounts.

SECTION 2. TERM OF AGREEMENT AND TERMINATION

2.1      EFFECTIVE DATE. This Agreement will become effective when it is
         executed and will continue in full force thereafter until it is
         terminated in accordance with this Agreement.

2.2      TERMINATION. This Agreement may be terminated by you or us upon the
         giving of sixty (60) days prior written notice to the other party of
         such termination.

2.3      TERMINATION IN THE EVENT OF DEFAULT IN OBLIGATIONS. We may terminate
         this Agreement immediately upon written notice to you in the event you
         are in default of any of your Obligations. In the event of such
         termination, all further services, obligations or agreements to be
         performed by us pursuant to this Agreement, or under any Related
         Agreements, at our option will terminate immediately.

2.4      WINDING UP. Upon termination of this Agreement for any reason, any and
         all outstanding charges shall be immediately due and payable, and all
         Receivables then held by us may, at our sole option, be reassigned to
         you in accordance with Section 6, or held by us until all amounts due
         to us pursuant to those Receivables have been fully paid.

SECTION 3. PURCHASE AND SALE OF RECEIVABLES; RESERVE ACCOUNT

3.1      ASSIGNMENT AND SALE. We agree to purchase, and you agree to assign and
         sell, and hereby assign and sell, to us as absolute owner, with
         recourse as provided herein, your entire interest in such of your
         presently outstanding Receivables as we determine acceptable, as well
         as all of your future Receivables which are in our sole discretion
         acceptable to us and that are reflected by the Invoices you deliver to
         us. The assignment of Receivables to us shall automatically become
         effective on the date the Receivables are funded by us by credit to
         your Operating Account.

         The assignment of an Account to us shall include all rights related to
         the Account or securing payment of the Account, including all vendor's
         privileges, security interests and guaranties and all collateral
         therefor. We shall be the absolute owner of all payments and
         collections received by us in connection with any Account purchased by
         us. We may give notice to any Customer you have assigned that
         Customer's Accounts to us, that we have a continuing security interest
         in your Receivables, and that any modification, accommodation,
         forbearance or release shall not be effective unless we approve it. In
         the event that the balance of the Accounts purchased by us exceeds any
         lending or purchase limit that we have established pursuant to the Line
         of Credit, or which may apply under state or federal laws or
         regulations, you agree that you will repurchase a sufficient balance of
         Accounts so as to reduce the balance of Accounts purchased by us to an
         amount equal to or less than such limit. The establishment of a lending
         or purchase limit shall not be deemed to be a commitment by us to
         purchase Receivables in that amount or any other amount, and any
         purchase by us of Receivables shall be in our sole and absolute
         discretion. You acknowledge and agree by executing this Agreement that
         we have not entered into any separate agreement or understanding
         concerning any commitment by us to purchase any of your Receivables.

3.2      PURCHASE PRICE. The purchase price of the Receivables will be the Net
         Amount thereof, which shall be payable by credit to your Operating
         Account on or before the next banking day after delivery to us of
         acceptable Invoices.

3.3      RESERVE ACCOUNT. CREATION, GRANT OF SECURITY INTEREST, ASSIGNMENT. We
         may retain a portion of the sums payable to you, the amount of which we
         may adjust from time to time in our reasonable discretion, as a reserve
         to provide for the delinquency of the Receivables we purchase. Amounts
         retained by us pursuant to this provision shall be credited to your
         Reserve Account. No amounts may be drawn or disbursed from the Reserve
         Account without our consent. The initial reserve percentage will be the
         following percentage of the Face Amount of the acceptable Invoices
         submitted to us.

<TABLE>
         <S>                                     <C>                                                              
         RESERVE PERCENTAGE: RESERVE%[24]         BANK INITIALS __________  MERCHANT INITIALS __________.
</TABLE>

         If checked [  ] [25] the provisions of the attached Reserve Account 
         Addendum will also apply to the Reserve Account under this Agreement.

         You hereby pledge and grant to us a security interest in the Reserve
         Account. You further hereby assign and transfer to us all of your
         right, title and interest in and to your Reserve account, and all sums
         now or at any time hereafter on deposit therein together with all
         earnings of 


                                                               Page 2 of 6 Pages
<PAGE>   3

         every kind and description which may now or hereafter accrue thereon,
         for the purpose of securing your repurchase and other Obligations to
         us, whether such Obligations now exist or are hereafter created or
         incurred, and whether it is direct or indirect, due or to become due,
         absolute or contingent or joint and/or several.

         You further irrevocably authorize and empower us, at any time whether
         or not at such time the Obligations, or any part thereof, are due and
         payable, in our own name or in your name, to demand, apply for
         withdrawal, receive and give acquittance for any and all sums which are
         or will become due and payable under said account, to exercise any and
         all rights and privileges and receive all benefits accorded to said
         account, and to execute any and all instruments required therefor, and
         to apply such moneys toward payment of the Obligations, in such order
         of application as we may determine, all without notice to you. Until
         this assignment has been released by us in writing, you will have no
         right to make any withdrawals from said account.

SECTION 4. OPERATION OF THE PROGRAM

4.1      PROGRAM FORMS AND SERVICES. We will provide you with such forms and
         related support services as may be required for your participation in
         the Program.

4.2      BILLING OF RECEIVABLES, FINANCE CHARGES. With respect to Receivables
         purchased by us, we will send a monthly Account Statement, in
         accordance with the credit terms applicable to that Customer's Account,
         to each of your Customers with an outstanding balance on their Account,
         itemizing the Customer's Account activity for the preceding billing
         period. In addition, a finance charge will accrue on and be payable
         with respect to the Receivables purchased by us in accordance with the
         following provisions (check applicable box or boxes):

[  ]     Except as otherwise agreed or provided herein, interest (hereinafter
         referred to as a "Customer Finance Charge") will accrue on and be
         billed by us to Customer Accounts in accordance with the applicable
         Credit Agreement in effect with respect to that Customer at the
         Customer Finance Charge rate (APR) set forth below. In the event we
         agree to purchase a Receivable from you which for any reason cannot be
         billed, or you do not want billed, to your Customer at the Customer
         Finance Charge rate provided for herein, you agree to pay us the
         difference between the amount of the Customer Finance Charge, if any,
         billed to your Customer and the amount of the Customer Finance Charge
         that we otherwise would have been entitled to receive pursuant to this
         paragraph. In addition, if this box [OBJECT OMITTED] is checked, you
         agree that we may reassign and charge back to you all or any portion of
         the Customer Finance Charge billed to your Customer which is not paid
         in accordance with the payment terms applicable to that Customer.
         Provided, however, this agreement to pay all or any portion of a
         Customer Finance Charge is expressly made subject to the limitations
         set forth in Section 6.2 of this Agreement, and you do not agree to pay
         and we do not intend to contract for, reserve, charge or collect any
         rate of interest which is higher than the maximum rate of interest we
         could charge under applicable law for an extension of credit to you.
         [26]

<TABLE>
         <S>                                               <C>                                                                  
         CUSTOMER FINANCE CHARGE %: CFC%[27]               BANK INITIALS ___________  MERCHANT INITIALS __________.
</TABLE>

[ ]      Except as otherwise agreed or provided herein, interest (hereinafter
         referred to as a "Merchant Payable Finance Charge") will accrue and be
         payable by you on the unpaid balances of Customer Accounts at the
         Merchant Payable Finance Charge rate (APR) set forth below. The
         Merchant Payable Finance Charge will be payable by you to us at the
         close of each month by charge to the Reserve Account established
         pursuant to this Agreement. Provided, however, this agreement to pay a
         Merchant Payable Finance Charge is expressly made subject to the
         limitations set forth in Section 6.2 of this Agreement, and you do not
         agree to pay and we do not intend to contract for, reserve, charge or
         collect any rate of interest which is higher than the maximum rate of
         interest we could charge under applicable law for an extension of
         credit to you. [28]

<TABLE>
         <S>                                               <C>                                                                    
         MERCHANT PAYABLE FINANCE CHARGE %: MPFC%[29]      BANK INITIALS ___________  MERCHANT INITIALS __________.
</TABLE>

4.3      APPLICATION OF PAYMENTS. Payments received by us from your Customers,
         or from collection or enforcement actions, will be accounted for by us
         by credit to your Customer's Account. Any such payments shall be
         applied first to the payment of fees, charges and reimbursements (if
         any), second to the accrued but unpaid interest (if any), with the
         remainder to principal. All payments received before 10:00 A.M. (our
         local time) on any banking day will be applied on that banking day.
         Payments received after 10:00 A.M. or on a non-banking day, will be
         applied on the next banking day. All variations, modifications or
         extensions of indebtedness on Receivables purchased by us will be made
         solely by us. Nothing in this Agreement authorizes you to collect any
         of the Receivables assigned by you to us in connection with the
         Program, but, in the event you do, you agree to remit the same to us,
         properly endorsed, no later than the next banking day. You agree to pay
         to us any finance charges incurred on a Customer's Account because of
         delay on your part in delivering any payments or Credit Memos to us.

4.4      POWER OF ATTORNEY. You hereby appoint us as your attorney-in-fact to
         receive, open, and dispose of all mail addressed to us pertaining to
         your Receivables; to endorse our name upon any notes, acceptances,
         checks, drafts, money orders and other evidences of payment of
         Receivables that may come into our possession, and to deposit or
         otherwise collect the same, and to do any and all other acts and things
         necessary to carry out the terms of this Agreement. This power, being
         coupled with an interest, is irrevocable while any Receivable remains
         unpaid.

4.5      PAYMENT. The Discount Fee shall be payable to us by deduction from the
         purchase price, resulting in a payment to you of the Net Amount of the
         Account, as specified in Section 3.2 of this Agreement.

4.6      ACCOUNT COLLECTION ACTIVITY. Any Account collection notices or
         activities with respect to Accounts purchased by us will be conducted
         solely by us and in our sole discretion. You expressly agree that you
         will not take any action to collect or enforce payment of any Customer

                                                               Page 3 of 6 Pages
<PAGE>   4

         Account purchased by us from you unless and until you have repurchased
         the Account from us as provided in Section 6 of this Agreement. Except
         as otherwise agreed by us in writing, you expressly agree that you will
         neither communicate, directly or indirectly, orally or in writing, with
         the Customer for the purpose of collecting an Account purchased by us,
         or otherwise take any action to enforce the payment obligations under
         the Account including, but not limited to, the repossession of any
         property securing the payment obligation on the Account or
         discontinuance or interruption of services applicable to that Customer
         Account.

         YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY
         WE MAY SUSTAIN BY VIRTUE OF OR ARISING OUT OF ANY ACTION BY YOU,
         DIRECTLY OR INDIRECTLY, WHICH IS DETERMINED TO BE IN VIOLATION OF ANY
         DEBT COLLECTION PRACTICES LAWS OR REGULATIONS UNDER APPLICABLE STATE OR
         FEDERAL LAW.

SECTION 5. PROCEDURES AND FORMS

5.1      DOCUMENTATION. You agree to provide us on a timely basis with a copy of
         your Customer's Credit Agreement (if a Customer Finance Charge is to be
         billed to your Customer) in accordance with the terms set forth in
         Section 4.2 above, Invoices and Credit Memos (if applicable) related to
         all sales creating Customer Receivables, together with such other
         documents and proof of delivery of goods or rendition of services as we
         may reasonably require. You also agree to notify your Customer that
         your Customer's Account has been assigned by you to us and to direct
         your Customer to make payment directly to us. In the event we agree to
         purchase a Customer's Receivable prior to receiving satisfactory
         evidence of a signed Credit Agreement with that Customer, the Customer
         Finance Charge on that Customer's Account may be billed to your
         Customer at the maximum applicable statutory nonusurious rate. In such
         event, and unless otherwise waived by us in writing, you agree, subject
         to the limitations of Section 6.2, to pay us interest on the unpaid
         balance of that Customer's Account in accordance with Section 4.2 until
         you have furnished us with satisfactory evidence of a signed Credit
         Agreement with that Customer.

5.2      RESPONSIBILITY FOR DOCUMENTATION. You agree that you will be solely
         responsible for the adequacy, completeness and accuracy of the data
         that you supply to us and its preparation in accordance with the format
         prescribed by us. You also acknowledge that you understand that the
         form of Credit Agreement you may use should be reviewed by your legal
         counsel. You understand and agree that it is your sole responsibility
         to obtain and maintain an executed written Credit Agreement with each
         of your credit Customers unless otherwise agreed by us in writing.

         YOU AGREE TO INDEMNIFY AND HOLD US (OR ANYONE ELSE PROVIDING DATA
         PROCESSING SERVICES ON OUR BEHALF) HARMLESS FROM ANY CLAIM OR LIABILITY
         SUSTAINED BY VIRTUE OF ACTING IN RELIANCE ON THE DATA THAT YOU SUPPLY
         TO US. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIM OR
         LIABILITY WE MAY SUSTAIN BY VIRTUE OF ACTING IN RELIANCE ON YOUR
         OBLIGATION TO OBTAIN OR MAINTAIN WRITTEN CREDIT AGREEMENTS WITH YOUR
         CUSTOMERS, OR TO PROVIDE ANY DISCLOSURES REQUIRED UNDER APPLICABLE
         STATE OR FEDERAL LAW.

SECTION  6. REASSIGNMENT OF RECEIVABLES; SECURITY INTEREST

6.1      REASSIGNMENT OF RECEIVABLES. We may reassign and charge back to you all
         or any portion of your outstanding Receivables purchased by us pursuant
         to this Agreement:

         a.       if payment thereon is not received by us within ninety (90)
                  days after the date payment on the Account has become due as
                  reflected by the Account Statement sent to the Customer
                  obligated to pay such Receivables; or
         b.       ninety (90) days after any portion of that Customer's
                  Receivables becomes delinquent or in default, as determined by
                  the terms of the Credit Agreement between you and that
                  Customer; or
         c.       if any dispute arises with the Customer regarding the
                  Receivable, including without limitation, any alleged
                  deduction, defense, offset or counterclaim; or
         d.       if you are in default under the terms of this Agreement or
                  under any other agreement or Obligation you have with us; or
         e.       if this Agreement is terminated.

6.2      EFFECT OF REASSIGNMENT. To reassign Receivables, we may charge first
         against your Reserve Account or Operating Account an amount equal to
         the unpaid balance of the reassigned Receivables, including accrued and
         unpaid finance charges on the date of reassignment. The reassignment
         shall be effective automatically upon the chargeback to you. In the
         event the Reserve Account or other account is insufficient to satisfy
         the balance of the reassigned Receivable, you agree that we may
         immediately fund and make advances pursuant to your Line of Credit with
         us as necessary to pay the deficiency amount due to us. Notwithstanding
         any provision to the contrary, you do not agree to pay and we do not
         intend to contract for, reserve, charge or collect any rate of interest
         which is higher than the maximum rate of interest we could charge under
         applicable law for the extension of credit that is agreed to in this
         Agreement. If any notice of interest accrual is sent and is in error,
         you and we mutually agree to correct it, and if we actually collect
         more interest than allowed by law and this Agreement, we agree to
         refund the excess portion. Any interest in excess of that maximum
         amount shall be credited to the principal amount of your Obligations
         relating to this Agreement, or, if the principal amount of the debt has
         been paid, refunded to your Operating Account.

6.3      SECURITY INTEREST. You hereby grant to us a security interest in your
         present and future Receivables and all returned, repossessed and
         reclaimed goods, and related books and records (together with such
         security interests granted to us under the Related Agreements), to
         secure all of your Obligations, and agree to execute and deliver an
         appropriate UCC-1 financing statement and other related instruments as
         we may require.


                                                               Page 4 of 6 Pages

<PAGE>   5

SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1      MERCHANT'S COVENANTS. You covenant that you will supply, or allow us to
         review, financial information and necessary documents on you or on any
         Customer upon our request.

7.2      MERCHANT'S REPRESENTATIONS AND WARRANTIES. You represent and warrant:

         a.       that you are fully authorized to enter into this Agreement and
                  to perform hereunder;
         b.       that this Agreement constitutes a valid and binding
                  obligation;
         c.       that you are solvent and in good standing in the State of your
                  formation;
         d.       that your Receivables are and will be in the future bona fide
                  and existing obligations of your Customers arising out of your
                  sales of goods and/or services, free and clear of all security
                  interests, liens or claims of any kind whatsoever of third
                  parties;
         e.       that you have a valid Credit Agreement with your Customer or
                  have identified each Customer with whom you do not have an
                  existing written Credit Agreement; and
         f.       that your inventory is not subject to any security interests,
                  liens or encumbrances of any kind whatsoever, and that you
                  will not permit it to become so encumbered without our prior
                  written consent.
         g.       you will have made delivery of the goods or rendered the
                  services to which the Receivable relates, that the
                  documentation pertaining to the sale is valid and genuine, and
                  that the goods or services have been accepted by the Customer;
         h.       you will have preserved and will continue to preserve any
                  liens and any rights to liens available by virtue of the sale
                  of goods or services;
         i.       the Customer will not be affiliated with you;
         j.       you will have no knowledge of any dispute or potential dispute
                  that might impair the validity of the transaction or the
                  Customer's obligation to pay the related Receivable in
                  accordance with its terms;
         k.       you have the right to render the services or to sell the goods
                  creating the Receivable, and will have done so in accordance
                  with any applicable laws; and
         l.       you will have paid, or provided for the payment of, all taxes
                  arising from the transaction creating the Receivable.

7.3      BANK'S REPRESENTATIONS AND WARRANTIES. LIMITATIONS ON LIABILITY. We
         represent that the services rendered by us pursuant to the terms of
         this Agreement will be performed timely and in a professional manner;
         provided, however, you agree that we will not be responsible for any
         indirect, special or consequential loss or damage, such as loss of
         anticipated revenues or other consequential economic loss in connection
         with or arising out of any unintentional breach of this Agreement. Nor
         will we be liable for any errors in judgment or mistakes that may be
         made in good faith when acting as your attorney-in-fact pursuant to
         Section 4.4 of this Agreement. Nor will we be liable for any delay in
         the performance of our duties caused by strike, lawsuit, riot, civil
         disturbance, fire, shortage of supplies or materials or any other cause
         reasonably beyond our control.

         YOU HEREBY AGREE TO WAIVE AND RELEASE US FROM ANY CLAIM OR LIABILITY
         FOR ERRORS OR MISTAKES MADE IN GOOD FAITH OR FOR ANY SUCH CONSEQUENTIAL
         LOSS OR DAMAGE AS SET FORTH IN THIS SECTION 7.3.

SECTION 8. DEFAULT

8.1      EVENTS OF DEFAULT. The following events will constitute a Default under
         the terms of this Agreement:

         a.       You fail to pay or to perform any obligation, covenant or
                  liability in connection with this Agreement and ten (10) days
                  pass after we give written notice to you of such default, or
                  if you fail to pay or perform any other Obligation which you
                  may have to us in accordance with its terms; or
         b.       Any warranty, representation or statement whenever made by you
                  in connection with this Agreement proves to be false in any
                  material respect when made, or if you fail to disclose that
                  any such warranty, representation or statement has become
                  untrue in any material respect; or
         c.       The dissolution or termination of your corporate existence or,
                  if an individual, your death; or
         d.       Your insolvency; or
         e.       The assignment for the general benefit of your creditors, the
                  appointment of a receiver or trustee for your assets, the
                  commencement of any proceeding under any bankruptcy or
                  insolvency laws by or against you or any proceeding for the
                  dissolution, liquidation or settlement of claims against you
                  or winding up of your affairs; or
         f.       The termination or withdrawal of any guaranty for your
                  Obligations; or
         g.       The failure to pay any tax imposed upon you in connection with
                  any transaction creating a Receivable; or
         h.       If any judgment against you remains unpaid, unstayed on
                  appeal, undischarged, unbonded or undismissed for a period of
                  thirty (30) days; or
         i.       You discontinue your business as a going concern; or
         j.       We deem in good faith that the prospect for your payment or
                  performance of your Obligations has been impaired.

8.2      EFFECT OF DEFAULT. Upon the occurrence of any Default, we may
         immediately terminate this Agreement upon written notice of termination
         to you, at which time all amounts owed to us for your Obligations, at
         our sole option, shall become immediately due and payable, and our
         obligations with respect to the further performance of services
         hereunder shall, at our sole option, immediately terminate. Your
         Obligations under this Agreement, including specifically the obligation
         to repurchase Receivables, will survive a termination of this
         Agreement.

                                                               Page 5 of 6 Pages
<PAGE>   6
\
SECTION 9. APPLICABLE LAW

9.1      This Agreement shall be construed under, governed and enforced in
         accordance with the laws of the State where we are located, as shown by
         our address on Page 1 of this Agreement.

SECTION 10. GENERAL PROVISIONS

10.1     EXPENSES AND ATTORNEY'S FEES. In the event of any default or dispute
         between us and you arising under this Agreement, the party prevailing
         in such dispute shall be entitled to a recovery of expenses incurred by
         that party in enforcing this Agreement, including costs of court and a
         reasonable attorney's fee.

10.2     NON-WAIVER. No delay or failure on our part in exercising any right,
         privilege or option hereunder shall be deemed a waiver of any such
         right, privilege or option and no waiver, amendment, or modification of
         any provision of this Agreement shall be valid unless it is in writing
         and signed by us and you.

10.3     SEVERABILITY. Should any provision of this Agreement be prohibited by
         or invalid under applicable law, the validity of the remaining
         provisions shall not be affected thereby.

10.4     HEADINGS. The headings herein are for convenience only and shall not
         define or limit the scope, extent, meaning or intent of this Agreement.

10.5     NOTICES. All notices contemplated or required by this Agreement shall
         be deemed to have been duly given when given in writing and hand
         delivered to the other party, or deposited in the U.S. Mail, postage
         prepaid, certified mail, return receipt requested, to the other party's
         address set forth in this Agreement. Any party may change the address
         for notice purposes by giving notice in accordance with this Agreement.

10.6     ENTIRE AGREEMENT, CONSTRUCTION. This Agreement, together with the
         Related Agreements, embody the entire agreement between us and you with
         respect to the Program. No amendment to this Agreement shall be
         effective unless it is in writing and signed by you and us. In the
         event of any inconsistency arising between this Agreement and any of
         the Related Agreements, the agreement applicable to the specific right,
         duty or obligation of yours or ours shall control to the extent
         necessary to effect the purposes of this Agreement.

         YOU ACKNOWLEDGE THAT THERE ARE NO ORAL STATEMENTS OR REPRESENTATIONS
         UPON WHICH YOU ARE RELYING IN EXECUTING THIS AGREEMENT.

      SECTION 11.  SPECIAL PROVISIONS  [30]







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YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE RECEIVING AN EXACT COPY OF THIS
AGREEMENT. THIS AGREEMENT AND RELATED DOCUMENTS HAVE BEEN EXECUTED IN THE COUNTY
OF OUR ADDRESS UNLESS OTHERWISE SPECIFIED.

AGREEMENT DATE:  DOCDATE[5]

MERCHANT SIGNATURE:                         BANK SIGNATURE:

MERCHANTNAME[9]                             BANKNAME[14]


By:                                         By:
   ----------------------------------       -----------------------------------
    MERCHANT SIGNATURE-TITLE[9S]            BANK SIGNATURE-TITLE[14S]


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