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                           ACKNOWLEDGMENT AND CONSENT


          Come now REPUBLIC BANK ("Bank"), with principal offices located at 111
Second Avenue N.E., St. Petersburg, Florida 33701, CONSUMER PAYMENT SERVICES,
INC., d/b/a/ MERCHANT PAYMENT SERVICES ("ISO"), a Florida corporation, with
principal offices located at 600 Lakeview Road, Suite A, Clearwater, Florida
34616, and PMT SERVICES, INC., d/b/a U.S. BANKCARD CENTER ("PMT"), a Tennessee
corporation, with principal offices located at Two Maryland Farms, Suite 200,
Brentwood, Tennessee 37027, and agree, as of the 29th day of May, 1996, as
follows:

          1.  ISO and Bank have entered into a written ISO Agreement ("ISO
Agreement") dated March 8, 1993, wherein ISO agreed to become an independent
sales organization for Bank.  All capitalized terms defined in the ISO
Agreement, the ISO/PMT Agreement (as defined herein below) and the ISO/PMT
Assignment (as defined herein below) shall have the same meanings herein, unless
separately defined herein.

          2.  ISO and PMT have entered into a written agreement ("ISO/PMT
Agreement") dated as of July 18, 1995, wherein the parties thereto agreed to the
transfer of responsibility for and revenue attributable to certain Merchants
from ISO to PMT effective as of July 1, 1995.

          3.  ISO and PMT have executed a Bill of Sale and Assignment ("ISO/PMT
Assignment") of even date herewith, wherein the parties thereto agreed to the
transfer of responsibility for and revenue attributable to certain Additional
Merchant Accounts from ISO to PMT effective May 1, 1996.

          3.  Attached hereto, marked Exhibit A, and by this reference made a
part hereof, is a list of additional Merchants ("Additional Transferred
Merchants") which represent the Additional Merchant Accounts described in the
ISO/PMT Assignment.

          4.  Except as set forth in paragraph 5 below, the parties hereto agree
that as of June 1, 1996 ("Effective Date"), ISO is entitled to no payments from
Bank accruing with respect to sales transactions of Additional Transferred
Merchants on or after the Effective Date, and all such obligations accruing on
or after the Effective Date that would otherwise be due and payable to ISO but
for the ISO/PMT Assignment and the transactions contemplated thereby shall be
paid to PMT as and when due.

          5.  To the extent that Bank owes ISO for residual payments pursuant to
the ISO Agreement, Bank agrees to make payment to ISO as to the Additional
Transferred Merchants with respect to
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sales transactions of Additional Transferred Merchants which occurred prior to
the Effective Date.

          6.  Each of ISO and PMT agrees to hold harmless and indemnify Bank
from any and all liabilities, losses, costs, expenses and attorney fees relating
to claims of third parties, including chargebacks, arising after the date hereof
in connection with the transfer of Additional Transferred Merchants to PMT,
except for such liabilities, losses, costs, expenses and attorney fees as may
result from acts, errors or omissions of Republic.

          7.  Bank acknowledges and consents only to those matters specifically
set forth in documents and agreements executed by Bank.  ISO and PMT agree to
deliver a fully-executed copy of the ISO/PMT Assignment with all exhibits and
schedules thereto as promptly as possible after the date hereof.

          8.  This Agreement is subject to and construed and enforced in
accordance with the laws of the State of Florida. Time is of the essence.  No
amendment of this Agreement shall be effective unless reduced to writing and
executed by the parties hereto.  This Agreement contains all of the
understandings of the parties relating to the subject matter hereof.

          IN WITNESS WHEREOF, the parties have set their hands on the date first
set forth above.

CONSUMER PAYMENT SERVICES, INC.                 PMT SERVICES, INC.


By: /s/Melvin Ora                               By: /s/Gregory S. Daily
   --------------------------                       __________________________
Its:   President                                Its:   President
    -------------------------                       --------------------------

REPUBLIC BANK


By: /s/ John Fisher, Jr.
   ---------------------------
Its: Executive Vice President
    --------------------------