Exhibit 10.10

                    MEMBER SERVICE PROVIDER SALES AND SERVICE
                        CREDIT CARD PROCESSING AGREEMENT

      THIS MEMBER SERVICE PROVIDER CREDIT CARD PROCESSING AGREEMENT (this
"Agreement") is made and entered into this 28th day of January, 2000, by and
among NOVA Information Systems, Inc., a Georgia corporation with its principal
place of business at One Concourse Parkway, Suite 300, Atlanta, GA 30328
("NOVA"), IMPERIAL BANK, a principal member of VISA U.S.A. Inc. and MasterCard
International Incorporated and a bank chartered under the laws of the State of
California with its business at 2015 Manhattan Beach Boulevard, Redondo Beach,
CA 90278 ("Member"), and Integrated Merchant Services, Inc. with its principal
place of business at 110 East Atlantic Avenue, 4th Floor, Delray Beach, Florida
33444 ("MSP").

      PURPOSE OF AGREEMENT: The purpose of this agreement is to set forth the
terms and conditions under which MSP shall refer to NOVA and Member prospective
merchants meeting the qualifications of NOVA and Member for the purpose of
providing to such merchants credit card and debit card processing services, and
to set forth the referral fees NOVA and Member shall, from time to time, pay to
MSP for such referrals and other services, as described herein.

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged and intending to be legally bound hereby, MSP, NOVA and
Member agree as follows:

      1.    DEFINITIONS. As used in this Agreement, the following terms shall
            have the following meanings (such meanings to be equally applicable
            to both the singular and plural forms of the terms defined):

            A.    "Acceptable Merchant" shall mean a merchant who does not
                  perform the services or sales described in the Prohibited
                  Merchants section of Schedule A, and who is acceptable to NOVA
                  and Member, as determined in their sole discretion, based upon
                  a credit review of the merchant.

            B.    "Assessment Fee" shall mean the fee that is collected from a
                  Referred Merchant on behalf of the Credit Card issuer for a
                  Transaction.

            C.    "Cardholder" shall mean (i) the person in whose name a Credit
                  Card has been issued, and shall also mean (ii) any person who
                  possesses and uses a Credit Card and who purports to be the
                  person in whose name the Credit Card was issued or whose
                  signature appears on the Credit Card as an authorized user.

            D.    "Cause" shall mean the occurrence of any one or more of the
                  following: (i) any failure by MSP to comply in all material
                  respects with the provisions of this Agreement; (ii) any
                  material failure by MSP to follow the credit policies and
                  procedures established by NOVA and Member from time to time,
                  (iii) any failure by MSP to comply with the Rules and all
                  applicable laws and regulatory requirements, whether Federal
                  or state, (iv) any intentional misrepresentation by an
                  employee, officer or director of MSP in connection with the
                  referral of a prospective merchant or an application by a
                  prospective merchant for services


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<PAGE>

                  hereunder; (v) any failure by MSP to advise NOVA and Member of
                  adverse or material changes in any Merchant's financial
                  condition of which MSP becomes aware during the Merchant's
                  association with NOVA and Member; (vi) the financial
                  insolvency or bankruptcy of MSP; (vii) the occurrence of any
                  event or any action by MSP which NOVA or Member determine in
                  good faith to constitute unsound business practices or which
                  might impose a risk of financial loss to NOVA or Member; and
                  (viii) any failure by MSP to provide appropriate sales agent
                  support (including without limitation merchant application
                  review, site inspection, monthly reporting, terminal support,
                  commission payment, etc.).

            E.    "Chargeback" shall mean a Transaction charged back by a
                  Cardholder pursuant to the Rules.

            F.    "Credit-Card" shall mean a (i) VISA card or other card bearing
                  the symbol(s) of VISA U.S.A. Inc. or VISA International Inc.
                  (including VISA Gold cards) or (ii) a MasterCard(R) card or
                  other card bearing the symbol(s) of MasterCard International
                  Incorporated (including MasterCard Gold cards).

            G.    "Credit Card Associations" shall mean VISA U.S.A. Inc., VISA
                  International Inc., MasterCard International Incorporated and
                  any successor organization or association.

            H.    "Interchange Fee" shall mean the charge levied and collected
                  in accordance with the Rules with respect to Credit Card
                  transactions.

            I.    "MasterCard" shall mean MasterCard International Incorporated
                  (a Delaware corporation).

            J.    "Member" shall mean Imperial Bank (or a successor financial
                  institution and principal member of VISA and MasterCard to
                  whom the rights and obligations of Member hereunder may be
                  assigned by Imperial Bank).

            K.    "Merchant Agreement" shall mean a written contractual
                  agreement (in a form approved by NOVA and Member and
                  unaltered) executed among NOVA, Member and a Referred
                  Merchant, as referenced in Section 2.D hereof, for services
                  related to Credit Cards and Transactions. The form of Merchant
                  Agreement may be changed by NOVA and Member in their sole
                  discretion.

            L.    "Merchant Services" shall mean the credit card and debit card
                  processing services offered or provided by NOVA and Member (or
                  their designees) pursuant to Merchant Agreements.

            M.    "Merchant Operating Account" shall mean a deposit account
                  maintained by a Referred Merchant at a FDIC-insured financial
                  institution which is acceptable to NOVA and Member and is a
                  member of Automated Clearing House ("ACH").

            N.    "Referred Merchant" shall mean any seller of goods, services,
                  or both, referred to NOVA and Member by MSP, and which is a
                  party to a Merchant Agreement. During the term and subject to
                  the provisions of this Agreement, MSP shall provide to all
                  Referred Merchants the services described in Section 2. H
                  below.


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<PAGE>

            O.    "Rules" shall mean the bylaws, rules, regulations and
                  procedures issued by a Credit Card Association or other card
                  issuer/licensor similar to MasterCard or VISA, as such bylaws,
                  rules, regulations and procedures may be amended or
                  supplemented from time to time.

            P.    "Sales Draft" shall mean a charge form or draft evidencing the
                  purchase by a Cardholder of goods or services at a Referred
                  Merchant location, by use of a Credit Card.

            Q.    "Transaction" shall mean the purchase or credit by a
                  Cardholder of goods or services at a Referred Merchant's
                  location, by use of a Credit Card.

            R.    "VISA" shall mean VISA U.S.A. Inc. (a Delaware corporation).

      2.    MERCHANTS AND MERCHANT AGREEMENTS.

            A.    Recruitment of Merchants. In accordance with the policies and
                  procedures set forth on Schedule A hereto, MSP shall use its
                  best efforts to locate, investigate and refer merchants MSP
                  believes to be likely candidates for Credit Card processing
                  relationships with NOVA and Member. MSP will market the
                  Merchant Services offered by NOVA and Member at its own
                  expense, in accordance with all Rules relating to third party
                  service providers and in accordance with all policies and
                  procedures of Member and NOVA (including without limitation
                  the pricing terms for Referred Merchants) as such policies and
                  procedures may be amended from time to time. Merchants
                  referred to NOVA and Member by MSP which enter into a Merchant
                  Agreement will have a direct business relationship with NOVA
                  and Member, and will be subject to the terms of the applicable
                  Merchant Agreement entered into by and among NOVA, Member and
                  Merchant. MSP shall not be a party to any Merchant Agreement
                  and MSP shall have no additional obligations imposed upon it
                  by any Merchant Agreement.

            B.    Trademarks and Logos. MSP will not use the name, trademarks,
                  service marks or logos of NOVA or Member without the express
                  prior written consent of such party. MSP acknowledges and
                  agrees that MasterCard and VISA are the sole and exclusive
                  owners of these respective trademarks and service marks, and
                  that MSP will not contest the ownership of such marks.
                  Additionally, MSP will use the VISA and MasterCard trademarks
                  and service marks only in accordance with the Rules and after
                  prior written approval of NOVA and Member (and the Credit Card
                  Associations, if required). MSP acknowledges and agrees that
                  the Credit Card Associations may at any time immediately and
                  without advance notice prohibit MSP from using the marks of
                  the Credit Card Association for any reason. Member must be
                  prominently identified by name and city on any program
                  materials describing the Merchant Services. MSP shall have no
                  authority to permit use of the VISA or MasterCard program
                  marks by any third party. Any solicitation material used by
                  MSP must clearly disclose that the merchant agreement is by
                  and among NOVA, Member and the individual merchant.


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<PAGE>

            C.    Approval of Merchants. Member, or NOVA acting as its agent,
                  shall review all applications submitted by prospective
                  merchants referred by MSP. Member and NOVA each reserve the
                  right in their sole discretion to refuse to sign a Merchant
                  Agreement with any merchant referred by MSP.

            D.    Merchant Agreements. Merchant Agreements shall be on forms
                  provided by NOVA and Member and shall define the terms upon
                  which NOVA and Member will provide Merchant Services to
                  Merchant.

            E.    Merchant Reserves. Upon request MSP will assist NOVA and
                  Member in coordinating the implementation of such safeguards
                  as NOVA or Member determine is prudent or necessary to create
                  or require, with respect to any Referred Merchant, reserves,
                  holdbacks, deposits or other safeguards against merchant
                  losses. Without limitation as to additional or different
                  safeguards, NOVA or Member may require a Referred Merchant to
                  pay up to 100% of the funds deposited by a Referred Merchant
                  for up to six months or more.

            F.    Services Provided by NOVA. NOVA shall provide the following
                  services on behalf of Member, to MSP and the Referred
                  Merchants:

                  i.    Network Authorization 24 x 7 x 365 toll-free Network
                        Help Desk;

                  ii.   Merchant Enrollment Service, including new merchant
                        set-up and administration of credit policy;

                  iii.  Chargeback and Retrieval Processing;

                  iv.   Collections and Fraud Monitoring Service, and

                  v.    Merchant Settlement Service, including Referred Merchant
                        statement processing and ACH file preparation (provided,
                        however, Member shall be responsible for effecting all
                        settlements of Transactions).

            G.    Optional Services Provided by NOVA. Upon the written election
                  of MSP, NOVA shall also provide and charge for (in accordance
                  with Schedule B) any one or more of the following services to
                  the Referred Merchants:

                  i.    Referred Merchant Set-Up Service, including new merchant
                        set-up kit, telephone training and re-programming
                        assistance;

                  ii.   Equipment Repair Service, including emergency swap-outs
                        and deployment and repair service;

                  iii.  Merchant Supply Fulfillment Service and equipment
                        fulfillment service;

                  iv.   24 x 7 x 365 Customer Support including full Point of
                        Sale ("POS") Help Desk and Settlement Support;

                  v.    Training Support, including MSP sales representative
                        training, product and service overviews and competitive
                        selling tips; and


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<PAGE>

                  vi.   Collateral and Marketing Materials, including merchant
                        user guides, newsletters, product brochures and
                        equipment templates.

            H.    Services Provided by MSP. In addition to the duties of MSP
                  described elsewhere in this Agreement, MSP shall provide the
                  following services on behalf of NOVA and Member to the
                  Referred Merchants:

                  i.    Training. MSP shall provide to each Referred Merchant
                        necessary training in the procedures and Rules
                        applicable to the acceptance of Credit Cards, the
                        operation of terminal equipment and the use of NOVA
                        products and services. MSP shall initially train the
                        Referred Merchants, including, when appropriate,
                        distribution of a merchant set-up kit. MSP shall also
                        train new employees of the Referred Merchant as
                        necessary, at the discretion of the MSP, including
                        method of training; provided, however, that regardless
                        of the method of training employed by MSP, such training
                        shall comply with the provisions of this Agreement.

                  ii.   Merchant Support. MSP shall provide reasonable ongoing
                        support to ensure Referred Merchants are continually
                        apprised of their customer service requirements and to
                        remedy any customer service problems encountered by such
                        Referred Merchants. MSP shall supervise such personnel
                        it may engage as employees or agents in activities
                        hereunder. The responsibility for all such personnel
                        shall be that of MSP only, including the responsibility
                        of assuring full compliance by all such personnel with
                        the terms and provisions of this Agreement.

            I.    Excluded Types of Merchants. MSP agrees that neither MSP nor
                  any of its affiliates, subsidiaries, or agents will actively
                  solicit any NOVA or Member merchant, or any merchant of a NOVA
                  subsidiary, affiliate, agent or customer for the purpose,
                  directly or indirectly, of providing or receiving Merchant
                  Services. MSP also agrees to follow the guidelines set forth
                  on Schedule A with respect to soliciting and referring
                  merchants. If MSP has any uncertainty as to whether a
                  particular merchant is covered by these restrictions or by
                  Schedule A, MSP will discuss the matter in good faith with
                  NOVA prior to proposing that such merchant enter into a
                  Merchant Agreement with NOVA and Member.

            J.    Adverse Information. During the term of this Agreement MSP
                  agrees to notify NOVA and Member promptly in writing if MSP
                  becomes aware of any information about the insolvency or
                  bankruptcy (voluntary or involuntary) or change in ownership
                  or business of any Referred Merchant, or if MSP becomes aware
                  of any other significant adverse information about
                  noncompliance with the Rules by a Referred Merchant, or any
                  information indicating that any Referred Merchant's acceptance
                  of Credit Cards is other than the bona fide sale of products
                  or services by such Referred Merchant.

            K.    Advertising/Sales Materials. All advertising and/or sales
                  materials used by MSP shall be in compliance with the Rules.
                  NOVA and Member shall give MSP notice of any noncompliance
                  that comes to the attention of such party.


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<PAGE>

            L.    Information. MSP shall distribute to its sales
                  representatives, in a timely fashion, changes in operating
                  mode, and Rules received from NOVA or Member, that would
                  affect the manner in which the Merchant Services are marketed
                  by such representatives. MSP shall keep accurate records with
                  respect to Referred Merchants' inquiries, orders, transactions
                  and contacts which MSP makes pursuant to this Agreement. On
                  behalf of NOVA and Member, MSP will request and use reasonable
                  efforts to obtain and provide latest fiscal year business
                  balance sheet and profit and loss statement on Referred
                  Merchants and personal financial statements on principals, if
                  requested by NOVA or Member.

      3.    COMPLIANCE WITH RULES.

            A.    Registration. In connection with the services provided by MSP
                  under this Agreement, MSP has registered and executed all
                  applicable documents and agreements with VISA and MasterCard
                  and is in full compliance with the Rules. MSP further agrees
                  to the following:

                  i.    maintain its registration with VISA and MasterCard and
                        fully comply with the terms of any documents and
                        agreements executed therewith;

                  ii.   comply with all reporting requirements of MasterCard and
                        VISA;

                  iii.  promptly give written notice to NOVA and Member of the
                        identity and location of all sales locations of MSP. MSP
                        acknowledges and agrees it may not delegate any of its
                        rights or obligations hereunder to any other person or
                        entity, except pursuant to a valid assignment complying
                        with the requirements set forth in section 9 below; and

                  iv.   provide NOVA and Member with annual financial statements
                        (i.e., balance sheet and income statements), endorsed by
                        a duly authorized individual or principal owner of MSP
                        certifying the accuracy of the data contained therein,
                        by May 1 of each year.

            B.    Compliance with MasterCard Rules. In accordance with the
                  MasterCard Rules regarding member service providers, MSP
                  acknowledges and agrees as follows:

                  i.    MSP understands and agrees to comply in all respects
                        with the MasterCard Rules (including without limitation
                        the Rules regarding member service providers);

                  ii.   MSP acknowledges and agrees that MasterCard has the
                        right to enforce any provision of the MasterCard Rules
                        and to prohibit any conduct by MSP that creates a risk
                        of injury to MasterCard or that may adversely affect the
                        integrity of MasterCard's systems, information or both.
                        MSP agrees to refrain from taking any action that would
                        have the effect of interfering with or preventing an
                        exercise of such right by MasterCard; and


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<PAGE>

                  iii.  in the event of any inconsistency between any provision
                        of this Agreement and the MasterCard Rules, the
                        MasterCard Rules will be afforded precedence and shall
                        apply.

      4.    COMPENSATION TO MSP.

            A.    Processing Rates and Fees. NOVA, acting on its own behalf and
                  as Member's agent, shall pay to MSP as full consideration and
                  compensation for the performance of all MSP's duties and
                  obligations under this Agreement, any Referred Merchant
                  discount revenues and/or fees collected in excess of NOVA's
                  fees and other charges as set forth on Schedule B
                  (hereinafter, "Compensation"). Such Compensation shall be made
                  within thirty (30) days following the end of each month;
                  provided, however, NOVA shall use its best efforts to make
                  such payments within fifteen (15) days following the end of
                  each month. (For example, Compensation payable to MSP for
                  Referred Merchant revenues collected for March Transactions
                  shall be paid to MSP by April 30, but NOVA will attempt to pay
                  such revenues by April 15).

            B.    Pass-Through of Certain Fees. NOVA and Member reserve the
                  right to pass through to MSP certain fees or penalties imposed
                  by any Credit Card Association as a result of the activities,
                  acts or omissions of MSP. Additionally, MSP agrees to pay
                  promptly any fees or penalties imposed by the Credit Card
                  Associations with respect to MSP's registration as a service
                  provider for Member. MSP acknowledges that NOVA and Member, in
                  their discretion and in accordance with the terms of the
                  Merchant Agreements, may pass through to Referred Merchants
                  any fees or expenses related to implementing changes to
                  software/hardware requirements deemed necessary by the Credit
                  Card Associations or other service providers.

            C.    Period of Compensation. Payment of Compensation to MSP with
                  respect to a Referred Merchant shall terminate immediately
                  upon the termination of the respective Merchant Agreement. In
                  the event that this Agreement is terminated prior to the
                  termination of any Merchant Agreement, NOVA shall continue to
                  pay Compensation to MSP with respect to such Referred
                  Merchants for so long as the respective Merchant Agreement
                  continues in effect, except as otherwise set forth under this
                  Agreement.

            D.    Termination of Compensation. MSP's right to receive
                  Compensation under this Agreement shall terminate immediately
                  in the event that NOVA or Member terminates this Agreement in
                  accordance with Section 8(A). In addition, MSP's right to
                  receive Compensation under this Agreement shall terminate
                  immediately in the event that, during the term of this
                  Agreement (including any extensions or renewals hereof),
                  following the termination of this Agreement or during the term
                  of any Service Agreement (as defined herein) between NOVA and
                  MSP entered into pursuant to Section 9(A) of this Agreement,
                  MSP or any of its subsidiaries, affiliates, or agents,
                  directly or indirectly, solicits or contacts any Referred
                  Merchant, for the purpose, directly or indirectly, of
                  providing or receiving Merchant Services, or otherwise
                  encourages a Referred Merchant to terminate a Merchant
                  Agreement with NOVA and Member.


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<PAGE>

      5.    DUE CARE AND LIABILITY.

            MSP hereby agrees to indemnify and hold NOVA, Member, the Credit
            Card Associations, the Referred Merchants and the members of the
            Credit Card Associations harmless from and against any claim,
            demand, loss, financial or otherwise, damage, liability or cost
            (including reasonable legal fees and expenses), caused by or in any
            way arising from: (i) any failure by MSP to fully comply with the
            Rules and all other rules, regulations, policies and procedures of
            NOVA, Member, MasterCard, VISA and any other similar Credit Card
            licensor; (ii) any breach or default by MSP of this Agreement or any
            other agreement between MSP and (a) NOVA, (b) Member or (c) any
            Referred merchant; (iii) any negligent or wrongful act of MSP in
            performing or failing to perform the obligations hereunder; or (iv)
            any termination of this Agreement pursuant to Section 8 hereunder.
            The obligations of MSP hereunder are not intended to cover typical
            credit losses (including chargebacks) incurred by NOVA or Member as
            a result of Referred Merchants' refusal or inability to pay, unless
            such credit losses are incurred by NOVA or Member as a result of any
            act or omission of MSP described in (i) - (iv) above. NOVA hereby
            agrees to indemnify and hold MSP harmless from and against any
            claim, demand, loss, financial or otherwise, damage, liability or
            cost (including reasonable legal fees and expenses), resulting
            primarily from the gross negligence or willful misconduct of NOVA in
            performing its obligations hereunder.

      6.    GENERAL.

            A.    Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Georgia.

            B.    Entire Agreement. All Schedules and Exhibits attached to this
                  Agreement and the Rules are hereby made a part of this
                  Agreement for all purposes. This Agreement represents the
                  entire understanding among NOVA, MSP and Member with respect
                  to the matters contained herein and, except as otherwise
                  provided in this Agreement, it may be amended only by an
                  instrument in writing signed by each of the parties hereto.

            C.    No Partnership or Agency. Nothing in this Agreement shall be
                  deemed to constitute a partnership or joint venture between
                  the parties hereto or be deemed to constitute MSP as an agent
                  for NOVA or Member for any purpose whatsoever. MSP is an
                  independent contractor and not an employee of NOVA or Member.

            D.    Third Party Rights. This Agreement is solely for the benefit
                  of the parties hereto and nothing herein, express or implied.
                  shall be deemed to be for the benefit of any third party or
                  create any third party rights or standing to sue.

            E.    Notices. Any notice required or permitted under this Agreement
                  shall be in writing and may be delivered by personal service
                  or by U.S. certified mail, return receipt requested and
                  postage prepaid. to the addresses of the parties set forth
                  below, or such other addresses as may be provided by written
                  notice to the other parties in accordance with the terms of
                  this notice provisions. Any such notice shall be effective
                  upon the earlier of (i) five days after deposit in the mail
                  properly addressed and postage prepaid or (ii) actual receipt.


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If to NOVA:             NOVA Information Systems, Inc
                        One Concourse Parkway, Suite 300
                        Atlanta, Georgia  30328
                        Attention: President & Chief Operating Officer
                        Facsimile No.: (770) 698-1046

With a copy to:   General Counsel
(which shall not        at same address
constitute notice)

If to Member:     Imperial Bank
                        2015 Manhattan Beach Boulevard
                        Redondo Beach, CA  90278
                        Attention: Joseph Jorling
                        Facsimile No.: (310) 725-4463

With a copy to:         _________________________________
                        _________________________________
                        _________________________________
                        Attention:_______________________

If to MSP:              Integrated Merchant Services, Inc.
                        110 East Atlantic Avenue 4th Floor
                        Delray Beach, FL  33444
                        Attention: Robert E. Cochran

With a copy to:   INTR
                        110 East Atlantic Avenue 4th Floor
                        Delray Beach, FL  33444
                        Attention: Matthew Cohen

            F.    Dispute Resolution. Any controversy, dispute or claim arising
                  out of, or in connection with this Agreement must be settled
                  by final and binding arbitration to be held in Atlanta,
                  Georgia in accordance with the rules of the American
                  Arbitration Association ("AAA"), as may be amended from time
                  to time (the "AAA Rules"). Judgment upon award rendered by the
                  arbitrators may be entered in any court: (i) having
                  jurisdiction thereof, (ii) having jurisdiction over the party
                  against whom enforcement thereof is sought, or (iii) having
                  jurisdiction over any such party's assets. The procedures and
                  law applicable during the arbitration of any controversy,
                  dispute or claim will be both the AAA Rules and the internal
                  substantive laws of the State of Georgia (excluding, and
                  without regard to, its or any other jurisdiction's rules
                  concerning any conflict of laws). In any arbitration pursuant
                  to this Agreement, the award of decision must be rendered by
                  at least a majority of the members of an arbitration panel
                  consisting of three (3) members, one of whom will be appointed
                  by each of the parties hereto. All arbitrators must be persons
                  who are not employees, agents or former employees or agents of
                  any party. In the event that any of the parties hereto fails
                  to appoint an arbitrator


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<PAGE>

                  within thirty (30) days after submission of the dispute to
                  arbitration, such arbitrator will be appointed by the AAA in
                  accordance with the AAA Rules.

            G.    Force Majeure. Neither party shall 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.

            H.    Waiver. Any waiver or delay by any party hereto in asserting
                  or exercising any right, shall not constitute a waiver of any
                  further or other rights of said party. If any part of this
                  Agreement shall be held to be invalid, illegal or
                  unenforceable, the validity, legality or enforceability of the
                  remainder of the Agreement shall not in any way be affected or
                  impaired thereby.

            I.    Attorney's Fees. In the event any party hereto is determined,
                  in connection with a final and binding arbitration pursuant to
                  Section 6.F above, to have breached this Agreement, then the
                  non-defaulting party shall be entitled to recover expenses
                  incurred in enforcing the provisions of this Agreement,
                  including reasonable attorneys' fees and costs.

            J.    Severability. If any provision of this Agreement is found
                  illegal, invalid or unenforceable, such finding will not
                  affect any other provision hereunder. This Agreement shall be
                  deemed modified to the extent necessary to render enforceable
                  the provisions hereunder, and to comply with the Rules.

      7.    TERM OF AGREEMENT. The term of this Agreement shall be for a period
            of three (3) years commencing from the date of this Agreement.
            Thereafter, this Agreement shall renew automatically for additional
            successive one-year terms, unless any party hereto provides the
            other parties written notice of intent not to renew this Agreement
            at least ninety (90) days prior to the expiration of the then
            current term. The terms of this Agreement shall remain in force with
            respect to all Transactions processed hereunder and all Chargebacks,
            fees and liabilities relative thereto.

      8.    TERMINATION.

            A.    Termination for Cause. Any party hereto may terminate this
                  Agreement upon a material breach or default hereunder by
                  another party if such default is not cured within (30) days of
                  receipt of written notice thereof from the non-breaching
                  party. NOVA or Member may also terminate this Agreement at any
                  time for Cause. This Agreement shall terminate automatically
                  upon the occurrence of either of the following: (i) the
                  termination of Member's MasterCard and VISA licenses and
                  membership; (ii) the termination of the NOVA/Member Agreement
                  (provided, NOVA will attempt to give MSP at least sixty (60)
                  days notice prior to termination), or (iii) the termination by
                  MasterCard or VISA of MSP's registration as a third party
                  service provider for Member.

            B.    Other Termination. NOVA or Member may, at its option,
                  terminate this Agreement immediately without notice to MSP in
                  the event of any one of the following events:


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<PAGE>

                  i.    the filing of a bankruptcy petition, insolvency,
                        inability to meet its debts (in the ordinary course of
                        business) or dissolution of MSP;

                  ii.   MSP making an assignment by MSP for the benefit of its
                        creditors or an offer of settlement or extension to its
                        creditors generally;

                  iii.  the appointment of a trustee, conservator, receiver or
                        similar fiduciary for MSP or for substantially all of
                        MSP's assets; or

                  iv.   the occurrence of any material adverse change in the
                        nature or conduct of the business of MSP as carried on
                        at the date hereof.

            C.    Certain Post-Termination Rights. In the event of termination
                  of this Agreement, NOVA and Member shall have the right, in
                  addition to the other rights and remedies under this Agreement
                  and at law and in equity, to exercise a right of set-off
                  against Compensation or any other monies otherwise due to MSP
                  under this Agreement, for any amounts due to NOVA or Member
                  under this Agreement, and, in the event of termination of this
                  Agreement for cause, any damages suffered by NOVA or Member
                  hereunder and at law, then owing or which may thereafter
                  become owing. No termination of this Agreement shall affect
                  any Merchant Agreement that is in effect as of the time of
                  termination. After termination, MSP agrees to cooperate in all
                  reasonable respects with NOVA and Member throughout the
                  remaining term of each Merchant Agreement. MSP agrees that
                  neither MSP nor its affiliates, subsidiaries, or agents will,
                  directly or indirectly, solicit or contact any Referred
                  Merchant, for the purpose, directly or indirectly, of
                  providing or receiving Merchant Services, or otherwise
                  encourage any Referred Merchant to terminate a Merchant
                  Agreement in force with NOVA or Member for any reason after
                  the termination of this Agreement. Sections 4, 5, 6, 8.C, 10,
                  11, and 12 shall survive termination of this Agreement.

      9.    OPTION.

            A.    Service Agreement. NOVA shall have the option, in its sole
                  discretion, to offer to enter into a servicing only agreement
                  ("Service Agreement") with MSP following termination of this
                  Agreement in order to enable MSP to continue servicing the
                  Referred Merchants and receive fees for such servicing
                  responsibilities. MSP shall have the right to decline any such
                  offer by NOVA to enter into a Service Agreement. Should NOVA
                  elect to exercise such option, NOVA and MSP shall negotiate in
                  good faith as to the terms and conditions of said Service
                  Agreement.

            B.    Compensation Buy-Out. NOVA shall have the option, in its sole
                  discretion, to offer to make a one-time payment to MSP to buy
                  out MSP's rights to receive Compensation for a Referred
                  Merchant or group of Referred Merchants under this Agreement
                  (the "Residual Buy-Out Payment"). NOVA may exercise such
                  option at any time during the term of this Agreement or
                  following termination of this Agreement. MSP shall have the
                  right to decline any such offer by NOVA to make a Residual
                  Buy-Out Payment.


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<PAGE>

                  In the event that NOVA exercises such option, NOVA shall, in
                  its sole discretion, determine the amount of the Residual
                  Buy-Out Payment. Generally the Residual Buy-Out Payment will
                  fall within the range of twelve (12) to twenty-four (24) times
                  the average monthly Compensation based upon NOVA's review of a
                  number of factors including, but not limited to, the number
                  and type of Referred Merchants, the number of Transactions and
                  the average ticket amount for each Referred Merchant for the
                  preceding twelve (12) month period, the volume for each
                  Referred Merchant for the preceding twelve (12) month period;
                  the number of years the Referred Merchant(s) has processed
                  with NOVA; and any periods of inactivity the Referred
                  Merchant(s) has experienced during certain months of the year.
                  MSP acknowledges and agrees that this list of factors is not
                  exclusive and that the determination to buy out MSP's rights
                  to receive Compensation for a Referred Merchant or group of
                  Referred Merchants, as well as the determination of the
                  Residual Buy-Out Payment, are within NOVA's sole discretion.

            C.    Non-Solicitation Agreement. NOVA's entering into a Service
                  Agreement or making a Residual Buy-Out Payment to MSP pursuant
                  to this Section are contingent upon MSP entering into a
                  non-solicitation agreement ("Non-Solicitation Agreement") with
                  NOVA that shall provide that, for a period of five (5) years
                  from the date of execution of the Non-Solicitation Agreement
                  neither MSP nor any of its affiliates, subsidiaries, or agents
                  shall, directly or indirectly, solicit or contact any Referred
                  Merchant, for the purpose, directly or indirectly, of
                  providing or receiving Merchant Services.

      10.   ASSIGNMENT. This Agreement shall inure to the benefit of and be
            binding upon the parties and their respective successors and
            assigns. Notwithstanding the foregoing sentence, however, this
            Agreement may not be assigned by MSP without the prior written
            consent of NOVA and Member, and the receipt of all required consents
            from the Credit Card Associations.

      11.   CONFIDENTIALITY. MSP, NOVA and Member each agree that it will retain
            in strictest confidence all information and data belonging to or
            relating to the business of the other parties to this Agreement,
            which is designated confidential by the party to which such
            information or data belongs or relates (including without limitation
            the terms of this Agreement and information related to Referred
            Merchants), and that each party will safeguard such information and
            data by using the same degree of care and discretion that it uses
            with its own data that such party regards as confidential.

      12.   NON-SOLICITATION.

            A.    Referred Merchants. During the term of this Agreement
                  (including any extensions or renewals hereof), following the
                  termination of this Agreement, and during the term of any
                  Service Agreement between NOVA and MSP entered into pursuant
                  to Section 9(A) of this Agreement, neither MSP nor its
                  affiliates, subsidiaries, or agents shall, directly or
                  indirectly, solicit or contact any Referred Merchant, for the
                  purpose, directly or indirectly, of providing or receiving
                  Merchant Services, or otherwise encourage a Referred Merchant
                  to terminate a Merchant Agreement with NOVA and Member.


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<PAGE>

            B.    Employees. During the term of this Agreement (including any
                  extensions or renewals hereof), and during the term of any
                  Service Agreement between NOVA and MSP entered into pursuant
                  to Section 9(A) of this Agreement, MSP shall not solicit or
                  make any offer of employment at MSP to any employee of NOVA
                  without the prior written consent of NOVA.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Accepted this 28 day of January, 2000    MSP: Integrated Merchant Services, Inc.


                                              By: /s/
                                                  ------------------------------
                                              Title: President
                                              Date: 1/28/00


Accepted this __ day of _______, 2000    NOVA INFORMATION SYSTEMS, INC.


                                              By: /s/
                                                  ------------------------------
                                              Title:
                                              Date: 2/22/00


Accepted this __ day of _______, 2000    IMPERIAL BANK


                                              By: /s/
                                                  ------------------------------
                                              Title: VP
                                              Date: 3/3/00


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