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  cardholder  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
Director
Brand  Standards

cc.  J.  Laubert               MasterCard  International


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