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                                                                   Exhibit 10.29

                               REFERRAL AGREEMENT

This REFERRAL AGREEMENT ("Agreement") is made on this 13th day of December,
1999 ("Effective Date") by and between NOVA Information Systems, Inc. ("NOVA"),
and Towne Services, Inc. ("Company").

                                    RECITALS

NOVA is engaged in the business of providing credit and debit card transaction
processing services to merchants ("Program"). Company desires to refer its'
customers to NOVA for such services. Therefore, the parties agree as follows:

                              TERMS AND CONDITIONS

1.   COMPANY RESPONSIBILITIES. Company will:

     A.    MARKETING. Use its best efforts to market NOVA's Program to its
           customers and make information provided by NOVA concerning the
           Program readily available to its customers. Company will maintain
           promotional material, provided by NOVA, to be distributed to its
           customers.

     B.    REFERRAL. Refer customers inquiring of Company about credit and/or
           debit card processing services to NOVA. Company will forward the
           name, address and telephone number of each such customer to NOVA.
           Company acknowledges and agrees that NOVA may, within its sole
           discretion, refer customers engaged in certain types of businesses to
           an alternative provider of processing services.

2.   NOVA RESPONSIBILITIES. During the term of this Agreement, NOVA will:

     A.    FOLLOW LEADS. NOVA will follow all leads with a phone call to the
           prospective merchant within 72 hours of receipt of the referral.

     B.    APPLICATION. Assist prospective merchants in completing required
           merchant application materials.

     C.    REVIEW. NOVA, in its' sole discretion, may accept or reject a
           prospective merchant based on criteria NOVA deems prudent as part of
           the Program, and approval and review of merchants will be solely
           controlled by NOVA. Company understands and agrees that prospective
           merchants will be permitted to participate in the Program only after:
           (A) NOVA's approval of the merchant application, and (B) merchant's
           execution of a Merchant Processing Agreement by and among the
           merchant, NOVA, and a financial institution selected by NOVA to
           provide settling and clearing of transactions.

     D.    FEES. Pay Company .24% of net monthly processed Visa/MasterCard sales
           volume + $.05/item for core services merchants referred to NOVA and
           .54% of net monthly processed Visa/MasterCard Sales volume plus
           $.05/item for non-core services merchants that Company refers to NOVA
           and NOVA approves as a Program merchant ("Referral Fee"). Such
           Referral Fees will be paid monthly. Referral Fee amount is
           predicated upon pricing described in Schedule A.
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3.   TERM AND TERMINATION.

     A.   Term. This Agreement will become effective on the Effective Date, will
          remain in effect for three (3) years ("Initial Term") and will
          automatically renew for successive one (1) year periods ("Renewal
          Term") until terminated pursuant to this Section.

     B.   Automatic Termination. This Agreement will terminate automatically and
          immediately if any of the credit card associations (i.e., Visa U.S.A.
          Inc. or MasterCard International Incorporated) prohibits NOVA from
          providing credit and debit card processing services.

     C.   Termination Without Cause. Either party may terminate this Agreement
          effective at the end of the Initial or any Renewal Term upon written
          notice given at least ninety (90) days before the end of the term.

     D.   Termination With Cause. Either party may terminate this Agreement by
          written notice upon the occurrence of an Event of Default.

     E.   Event of Default. Each of the following occurrences will constitute an
          Event of Default under this Agreement:

       i)      Financial Instability. Either party: (i) files for bankruptcy,
               receivership, insolvency, reorganization, dissolution,
               liquidation or any similar proceeding; (ii) has a proceeding
               instituted against it and such proceeding is not dismissed within
               sixty (60) days; (iii) makes an assignment for the benefit of its
               creditors or an offer of settlement, extension or composition to
               its creditors generally; or (iv) a trustee, conservator, receiver
               or similar fiduciary is appointed for that party or substantially
               all of such party's assets.

       ii)     False Representation. Any representation or warranty made by
               Company or any of its employees, officers, or directors proves to
               have been false or misleading in any material respect as of the
               date made, or becomes false or misleading at any time.

       iii)    Breach. Either party fails to observe any material obligation
               specified in this Agreement, and such failure is not cured within
               thirty (30) days of receipt of written notice thereof from the
               non-breaching party. Notwithstanding the previous sentence, the
               fourth such breach automatically will be deemed an Event of
               Default without the opportunity to cure.

       iv)     Company Action. Company: (i) operates in an unsound, unsafe
               manner; or (iii) engages in activities which may impose financial
               risk to NOVA, or which result in undue economic hardship and/or
               damage to the goodwill of NOVA.

       v)      Company Business. The occurrence of any material adverse change
               in the nature or conduct of Company's business as it exists on
               the Effective Date.

     F.   Certain Post-Termination Rights. No termination of this Agreement will
          affect any right of NOVA under any Merchant Processing Agreement. All
          Referral Fee payments will cease upon termination of this Agreement.


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4.   CONFIDENTIALITY AND USE OF NAMES.

     A.   Confidentiality.  Company and NOVA each agree that it will not use for
          its own purposes, will not disclose to any third party, and will
          retain in strictest confidence all information and data belonging to
          or relating to the business of the other (including without limitation
          the terms of this Agreement and information related to the Program or
          merchants), and that each party will safeguard such information and
          data by using the same degree of care that it uses to protect its own
          confidential information. No party will be obligated to maintain the
          confidentiality of information it is required to reveal in performing
          its obligations under this Agreement.

     B.   Remedy.  In the event of a breach of this Article IV, the parties
          agree that the non-breaching party will suffer irreparable harm, and
          that the amount of monetary damages would be impossible to calculate.
          Thus, the non-breaching party will be entitled to injunctive relief in
          addition to any other rights to which the non-breaching party may be
          entitled, without the necessity of proof of actual damages.

     C.   Other Agreements.  Any non-disclosure or confidentiality agreement
          separately entered into between Company and NOVA will not be
          superseded by this Article IV, and will remain in full force and
          effect.

     D.   Use of Names.  Company will not use NOVA's name or trademarks in any
          promotional or marketing materials, nor will Company promote any of
          NOVA's programs or services in any way, without NOVA's prior written
          consent. Company will obtain NOVA's written consent before Company
          produces or distributes any materials relating to the Program. Company
          acknowledges and agrees that it has no rights to use NOVA's trademarks
          and service marks without NOVA's prior written consent.


5.   INDEMNIFICATION AND LIMITATION OF LIABILITY.

     A.   Indemnification.  Company will indemnify and hold NOVA harmless from
          and against any and all claims, losses (financial or otherwise),
          damages, liabilities, costs, fees, increased taxes or expenses
          (including without limitation, court costs and reasonable attorneys'
          fees), which may be incurred or which may be claimed by any person or
          as a result of acts or omissions of Company, its directors, officers,
          employees or agents relating to the exercise of, or the failure to
          exercise, Company's obligations under this Agreement. NOVA will
          indemnify and hold Company harmless from and against any and all
          claims, losses (financial or otherwise), damages, liabilities, costs,
          fees, increased taxes or expenses (including without limitation, court
          costs and reasonable attorneys' fees), which may be incurred or which
          may be claimed by any person or as a result of acts or omissions of
          NOVA, its directors, officers, employees or agents relating to the
          exercise of, or the failure to exercise, NOVA's obligations under this
          Agreement.

     B.   Limitation of Liability.  The liability, if any, of NOVA under this
          Agreement for any claims, costs, damages, losses and expenses for
          which they are or may be legally liable, whether arising in negligence
          or other tort, contract, or otherwise, will not exceed in the
          aggregate the amount of referral fees paid to Company during the
          preceding twelve (12) month period. In no event will NOVA or its
          agents, servants, representatives or employees be liable for indirect,
          special, consequential, punitive, or exemplary damages. Neither party
          will be liable to the other for any failure or delay in its
          performance of this Agreement in accordance with its terms if such
          failure or delay arises out of causes beyond the control and without
          the fault or negligence of such party


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6.   MISCELLANEOUS.

     A.   General. Company may not assign this Agreement without the prior
          written consent of NOVA and any unauthorized attempted assignment will
          be null and void. This Agreement (other than any separate agreement
          concerning confidentiality or non-disclosure) sets forth the entire
          understanding of the parties relating to its subject matter,and all
          other understandings, written or oral, are superseded. Except as
          otherwise provided in this Agreement, this Agreement may not be
          amended except in a writing executed by all parties. If any provision
          of this Agreement is illegal,the invalidity of that provision will not
          affect any of the remaining provisions, and this Agreement will be
          construed as if the illegal provision is not contained in the
          Agreement. This Agreement will be deemed modified to the extent
          necessary to render enforceable the terms hereunder. No failure or
          delay on the part of any party in exercising any right under this
          Agreement will operate as a waiver of that right, nor will any single
          or partial exercise of any right precede any further exercise of that
          right. This Agreement is made in Georgia, and will be construed in
          accordance with the laws of Georgia without regard to the principles
          of conflicts of law.

     B.   Notices. All communications under this Agreement will be in writing
          and will be delivered in person or by mail courier, return receipt
          requested, addressed as follows: if to Company: Bauer F. Lowthers,
          CFO. If to NOVA: NOVA Information Systems, Inc., One Concourse
          Parkway, Suite 300, Atlanta,Georgia 30328, Attn: Barbara L. Kuhn, with
          a copy to General Counsel at the same address. The parties may, from
          time to time, designate different persons or addresses to which
          subsequent communications will be sent by sending a notice of such
          designations in accordance with this Section.

     C.   Survival. All agreements that by their context are intended to survive
          the termination of this Agreement, including, but not limited to, the
          confidentiality provisions of Article IV, the post-termination rights
          of Article III, the liability and indemnification provisions of
          Article VI, the attorney's fee provision and the dispute resolution
          provisions of Article VI, will survive termination of this Agreement.

     D.   Dispute Resolution. Any dispute or claim arising out of, or in
          connection with this Agreement will be settled by final and binding
          arbitration to be held in Atlanta, Georgia in accordance with the
          relevant rules of the American Arbitration Association ("AAA").
          Judgment upon award rendered by the arbitrators may be entered in any
          court having jurisdiction over: the award, the party against whom
          enforcement is sought, or that party's assets. The procedures and law
          applicable during the arbitration will be both the AAA rules and
          internal substantive laws of Georgia (excluding any rules regarding
          conflicts of the law). In such arbitration, the award of decision will
          be rendered by at least a majority of the members of an arbitration
          panel consisting of three (3) members, one (1) of whom will be
          appointed by each of the parties hereto and the third appointed by the
          other two (2) so-appointed arbitrators. All arbitrators will be
          persons who are not employees, agents or former employees or agents of
          any party. In the event that any party fails to appoint an arbitrator
          within 30 days after submission of the dispute to arbitration, such
          arbitrator will be appointed by the AAA.

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     E.   Attorney's Fees. Each party shall bear its own costs and expenses,
          including attorney's fees, incurred in enforcing the provisions  of
          this Agreement.


NOVA INFORMATION SYSTEMS, INC.          TOWNE SERVICES, INC.


By: /s/ Karen A. Murphy                 By: /s/ Bruce F. Lowther
-----------------------------           -------------------------------
Name: Karen A. Murphy                   Name: Bruce F. Lowther
Title: Director - Alliance Sales        Title: CFO






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