Exhibit 10.9

                                       ISO
                        SERVICES AND MARKETING AGREEMENT
                            - Credit Review by EFS -

      This Agreement ("Agreement") is made as of the 29th day of February, 2000
by and between EFS NATIONAL BANK, a national banking association organized under
the laws of the United States with its principal offices located at 2525 Horizon
Lake Drive, Suite 120, Memphis, TN 38133 ("EFS") and Integrated Merchant
Services, Inc. ("the Company").

                                    RECITALS

      WHEREAS, EFS is a member in good standing of VISA USA, Inc. ("VISA"), and
MasterCard International, Inc. ("MasterCard"), together known herein as the
"Associations" and provides processing and other services involved with and
relating to MasterCard and VISA credit card sales transactions ("Sales").

      WHEREAS, the Company (i) markets electronic benefit transfer ("EBT"),
credit card and debit card services to businesses; (ii) provides point-of-sale
equipment to support EBT, credit and debit card services.

      WHEREAS, as a bank and member of MasterCard and VISA, EFS wishes to assist
in having Company registered as a merchant service provider for MasterCard and
as an independent sales organization for VISA (collectively herein "MSP") and to
provide the authorization and settlement services of EFS to compliment the
marketing skills of Company, as more fully described herein, all without
limiting the right of EFS to continue to develop its own marketing relationships
and service systems in the future as well as the right to market and sell its
own systems and equipment and the systems of third parties at any time.

      WHEREAS, MasterCard, VISA and EFS have adopted rules and regulations
relating to all aspects of Sales and Sales processing (such rules and
regulations. as amended from time to time, are herein called the "Rules").

      WHEREAS, the Company and EFS desire to enter into this Agreement to set
forth the terms and conditions upon which the Company will market, and provide
certain support services in connection with EFS's bank card transaction
processing services and EFS will process transactions of such customers for
authorization and settlement, all in accordance with the Rules.

      WHEREAS, the Company shall still maintain direct relationships with other
third parties directly to provide check guarantee services, private label card
services (i.e., American Express).

      NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and EFS hereby agree as follows:

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1. General.

      1. Company Obligations.

            i. The Company will use its best efforts to market all available
processing services of EFS to merchants and solicit completed applications from
merchants, on the form attached hereto as Schedule A and as modified from time
to time by EFS (the "Merchant Agreement"), for processing by EFS of sales of
goods and services of the applying merchants ("Sales"'). Any such merchant
accepted by EFS is herein called a "Merchant". The Company shall market such
services utilizing its own employees and agrees not to enter into any agreement
with its affiliates, other ISOS, sub-ISOs or agents to solicit EFS services
without the express written consent of EFS.

            ii. The Company will provide the following support services to the
Merchants:

                  1.    Installing and programming the equipment used by
                        Merchants to submit Sales;

                  2.    Training Merchants' employees to operate Electronic
                        Draft Capture hardware, software, documentation and
                        equipment in accordance with EFS quality standards, and

                  3.    Training Merchants on Rules.

            iii. The Company will be responsible for payment and/or
reimbursement of all fees. expenses, penalties and charges from VISA and
MasterCard incurred in connection with the registering and maintaining the
ISO/MSP registration of Company initially and throughout the term of this
Agreement.

            iv. The Company shall provide EFS with any information the Company
obtains which indicates the reasonable likelihood of material credit problem(s)
of a Merchant based upon the underwriting standards mutually established by the
Company and EFS.

            v. The Company will be authorized to activate new merchants after
approval by EFS.

            vi. Company will conduct a credit review of all merchant
applications at applying mutually agreed upon credit review standards and
processes for prospective Merchants, and will forward Merchant Agreements to EFS
for those prospects that satisfy the criteria.

            vii. The Company will provide Merchant with supplies necessary to
process transactions. In the event Merchants obtain supplies from EFS, EFS will
charge Company for such supplies at the rate EFS normally charges.


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            viii. Company will take all necessary and appropriate action to
remain in good standing as an MSP/ISO.

      2. EFS Obligation.

            i. EFS will conduct its own credit review of merchants forwarded by
Company and make final credit decision.

            ii. EFS and the Merchants will enter into Merchant Agreements in
accordance with the Rules. Clearance of Sales and payments to Merchants will be
made directly from EFS to such Merchants in accordance with the Merchant
Agreements, or as permitted otherwise by Rules. The Company shall have, at its
option, the right to cure and resubmit the declined application for
reconsideration by EFS, but nothing in this Agreement shall prevent EFS from
rejecting any prospective Merchant or canceling an existing Merchant at any
time.

            iii. EFS will operate as the Association member and contracting
party for the Merchant Agreements.

            iv. EFS will electronically transfer to the bank designated by
Merchant the proceeds of Sales transactions, less deduction for fees and charges
in accordance with the terms of the Merchant Agreement.

            v. EFS will provide the same level of service to support the
Merchants established by Company that EFS provides to direct EFS merchant
accounts.

            vi. Company will do its own fraud monitoring. However, if requested,
EFS will provide merchant fraud monitoring for Company's merchants at the same
level of support that it employs for direct merchants of EFS. Notwithstanding
this level of support EFS will not be liable for any losses due to chargebacks,
fraud, or any other reason resulting from undertaking this service on behalf of
Company.

            vii. EFS will provide an accurate monthly statement to each Merchant
summarizing transactions for all Merchant locations by the 15th of the month for
the previous month's transactions for the fee specified on Schedule C.

            viii. EFS will pay the Company by the 15th of the month for the
previous month's transactions as set forth in this Agreement.

            ix. EFS will perform all clearing and settlement services for Sales
by Merchants for the fees set forth on Schedule C.

      3. Merchant Agreements.

            A. EFS retains the right, in its sole and absolute discretion to
reject any proposed Merchant Agreement or, upon thirty (30) days notice to the
Merchant and the


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Company, to terminate any existing Merchant Agreement. Provided, however, that
EFS may terminate a Merchant Agreement immediately at any time without notice
if, in the judgment of EFS, financial or other harm to EFS or the Company is
reasonably likely to occur unless it is terminated. The Company may request that
EFS terminate a Merchant Agreement at any time, if in the judgment of the
Company, financial or other harm to EFS or the Company is reasonably likely to
occur unless it is terminated. Such approval to the Company shall not be
unreasonably withheld, delayed or denied.

            B. The Company acknowledges and agrees that Merchants will be
parties to Merchant Agreements with EFS and that EFS as a member of VISA and
MasterCard will have a direct contractual relationship with Merchants as
required by the Rules. While those merchant agreements are solely between EFS
and its Merchants, EFS and Company acknowledge and agree that Company enjoys a
special business relationship. With those Merchants to which Company markets,
and that this relationship permits Company to influence the Merchants in their
choice of transaction processor. The parties further acknowledge that Company
will continue to enjoy that relationship even after prospective Merchants sign
an EFS Merchant Agreement. The loyalty of these Merchants to Company is a
valuable asset which Company can sell to another entity, as provided herein, and
shall be referred to herein as the "Merchant Relationships."

            C. Subject to the following conditions, and conditions elsewhere in
this Agreement, EFS agrees that Company may sell its Merchant Relationships by
EFS conveying, assigning and transferring to a third party the portfolio of
Merchant Agreements-

                  (1) The Company agrees that in the event the Company receives
a bona fide offer to purchase some or all of the Company's then existing
Merchant portfolio on the EF S platform which the Company desires to accept, EFS
will be notified of the terms of such offer in writing. EFS is hereby granted
the right of first refusal to purchase such portfolio being offered at a price
and on such terms equal to the offer. EFS may exercise its right of first
refusal hereunder by giving written notice of such election to the Company
within fourteen (14) days of EFS receiving notice of the offer. EFS may pay in
cash or in unrestricted Concord EFS stock at the market value, provided that
such stock on the date of acceptance is (I) then publicly traded on any of the
New York Stock Exchange, the American Stock Exchange or the NASDAQ National
Market lists; and (ii) is freely transferable on such market on the date issued
by the Company without violation of any securities laws or any inordinate delay
or expense. In the event that EFS does not exercise its option within such
period, the right of first refusal provided herein shall terminate with respect
to that specific offer. Any materially different proposal must be offered first
to EFS.

                  (2) Regardless of whether EFS shall choose to exercise its
right of first refusal, EFS shall be entitled to continue processing for all
Merchants for the balance of the term of this Agreement, and any agreement to
sell Merchants must so stipulate,

                  (3) EFS shall be named as a party to any such agreement to
sell the Merchant Relationship,


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                  (4) Company and purchaser must agree that Company and
purchaser shall be liable to EFS for all chargebacks and other losses incurred
in processing for assigned merchants,

                  (5) If this Agreement has not expired, purchaser must agree to
enter into an agreement containing substantially the same terms as provided
herein with respect to the Merchant Agreements sold and assigned by the Company
to such purchaser including a provision releasing EFS from liability for
chargebacks as herein provided and

                  (6) In the event of such sale, the terms of this Agreement
shall continue between the Company and EFS as to any remaining or future
Merchant accounts. Company shall not be relieved of any obligations under this
Agreement until its expiration.

If I he foregoing conditions have been satisfied, EFS will agree to assign
Company's portfolio of EFS Merchant Agreements to purchaser.

            C. In the event of any change of control, sale, or transfer of EFSNB
or its parent, whether such change of control, sale or transfer occurs by
merger, stock or asset purchase or otherwise, this Agreement and all of its
terms will continue in full force and effect for the remaining term of the
Agreement and any renewal term.

      4. Exclusivity.

            i. Company acknowledges that EFS is its exclusive processor and the
Company will not market the sales processing service of entities other than EFS
to retail Merchants during the initial term or any extended term of this
Agreement and EFS will be Company's exclusive provider in selling or attempting
to sell these services to Merchants; provided, however, that in the event EFS
rejects a prospective merchant because of the merchant's credit worthiness, the
nature of the business, or for any reason, the merchant will be submitted to
EFS' alternate provider of processing services. Should the merchant also be
rejected by the alternate provider, the Company can offer merchant services
under another MSP relationship.

            ii. Nothing in this Agreement shall obligate EFS to deal with the
Company on an exclusive basis and EFS can offer and contract with other
providers of the same or similar services and/or develop similar products of its
own and compete directly with Company for Merchants without giving priority to
the Company.

      5. Independent Contractors. The relationship created hereunder between EFS
and the Company shall be solely that of independent contracts entering into an
Agreement. No representations or assertions shall be made or actions taken by
either party which could imply or establish any agency, joint venture,
partnership, employment or trust relationship between the parties with respect
to the subject matter of this Agreement. Neither EFS nor Company shall have any
authority or power whatsoever to enter into any Agreement, contract, or
commitment on


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behalf of the other, or create any liability or obligation whatsoever on behalf
of the other, to any person or entity.

      6. System Modification. The parties will use commercially reasonable
efforts to ensure that modifications or upgrades of each party's services or
products are consistent with industry standards and compatible with the other
party's system. The parties will provide a reasonable notice of not less than
sixty (60) days for those modifications that affect communication with the other
party.

      7. ISO/MSP Rules. The Company acknowledges that it has been provided a
copy of the Member Services Provider rules of MasterCard International and the
Independent Sales Organization Rules of VISA, U.S.A. and that it has read and
understands those Rules and agrees to abide by and be bound by them in all
material respects.

      8. Restrictions On Marketing To Existing EFS Customers.

            i. The Company acknowledges that EFS is currently providing debit,
credit, check authorization and other services to a number of accounts at
various locations throughout the United States. The Company further recognizes
and acknowledges that as a part of the overall marketing effort to EFS to sell
its products and services, EFS will continue to solicit accounts directly with
its own employees, through independent outside sales representatives and
pursuant to marketing agreements with independent entities similar to this
Agreement with Company.

            ii. In entering this Agreement and permitting the Company to market
the same products and services being sold by other marketing arms of EFS, EFS
does not intend for Company to solicit existing accounts of EFS, but only
intends for Company to solicit new accounts. In consideration for being
permitted to market the products of EFS, Company covenants that during the term
of this Agreement, including any renewal terms, it will not solicit the sale
Interruption In Services. Prior to and upon termination of this Agreement,
including any renewal terms, it will not solicit the sale of and will not sell
any products or services of EFS to existing accounts of EFS.

2. Term

      1. Initial Term.

            i. Subject to the provisions of early termination pursuant to
Section 8 hereof, the initial term of this Agreement shall be for five (5) years
beginning on the date first written above (the "Initial Period"), and after the
Initial Period, this Agreement shall automatically renew for periods of one year
until terminated by either party upon providing the other party written notice
of termination not less than 180 days prior to the end of the then existing
term.


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<PAGE>

      2. Interruption In Services. Prior to and upon termination of this
Agreement (for any reason), the parties agree to use commercially reasonable
best efforts to ensure such termination does not result in a substantial
interruption of the business of any Merchant.

3. Registration and Compliance.

      a. Registration. During the term of this Agreement, the Company shall
maintain its registration with the Associations in a manner to permit operations
conducted by it pursuant to this Agreement. The Company shall comply with any
reasonably necessary requirements, including payment of registration or other
fees required by the Associations, to maintain such registration, which have
been made on its behalf by EFS to satisfy said registration requirements.

      b. Registration Packages. Attached hereto as Schedule B are the
registration packages filed with the Associations on behalf of EFS and the
Company. The Company and EFS warrant, as to the respective information of each,
that such information is correct and accurate and that either will inform the
other forthwith of any change of facts which cause such information to be
inaccurate.

      c. Rules. The Company and EFS agree to abide by all Rules as they may
change from time to time.

      d. Prior Review of Marketing Materials. The Company agrees that EFS has
the right to review and approve sales and marketing materials relating to the
service provided by the Company hereunder solely with respect to compliance with
the Rules and the use of UK; name and "logos" prior to any use of the same, and
the Company agrees to notify EFS prior to any material changes to such sales and
marketing and materials, so that EFS may review such changes to ensure that they
are in compliance with applicable Rules and that use of the EFS name and logo
are satisfactory to EFS. In the event that EFS does not respond to a written
request for approval within ten (10) business days of submission of proposed
materials, the approval of EFS shall be deemed given, and the Company may
proceed with publication and use of such materials. The Company and EFS agree
that the Associations have the right to perform procedural reviews of the
Company and Merchants, and agree to cooperate to assure that, in the event of
such a review, VISA and MasterCard receive the program data and related
materials as required.

4. Financial Information.

      a. Annual Information. Within one hundred and twenty (120) days after the
close of the Company's fiscal year, the Company, at its sole expense, shall
furnish EFS a balance sheet, income statement and statement of cash flow of the
Company on a consolidated basis for such year, prepared in accordance with
generally accepted accounting principles consistently applied and reviewed by an
independent accounting firm, and certified by the company to fairly present the
financial condition of the Company.


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<PAGE>

      b. Quarterly Information. Within ninety (90) days after the end of each
fiscal quarter (except for the fourth quarter), the Company, at its sole
expense, shall furnish to EFS a balance sheet, income statement and statement of
cash flow of the Company, for such quarter on an unconsolidated basis, certified
as correct by the Chief Financial Officer of the Company. Such financial
statement shall not be required to include notes necessary to be in accordance
with generally accepted accounting principles, and may be subject to normal
year-end audit adjustments.

      c. Inspection. Upon at least five (5) days written notice to the President
of the Company, EFS and/or the Associations, VISA USA and MasterCard
International, may visit and inspect the corporate office of the Company at any
time during normal business hours, and at a place mutually agreed upon, to
examine the books, accounts, records and to take extracts therefrom and discuss
the affairs, finances or accounts of, and to be advised as to the same by the
officers of the Company, in such detail and through such agents and
representatives as they may reasonably desire so far as such properties and
details are involved with the business conducted under this Agreement.

      d. EFS Payments. EFS will supply to Company on request, electronically,
and in hard copy, documentation and evidence supporting the calculation of
payments due hereunder after transactions are processed. EFS shall maintain such
information and make available to the Company, upon request, such information
during the term of this Agreement (including all renewal terms) and for a period
of two (2) years following the termination of EFS's obligation to pay Residuals
hereunder.

5. Indemnification and Warranties.

      a. Company Indemnification. Company shall indemnify EFS, VISA and
MasterCard, and hold them harmless from and against any and all claims, demands,
losses, costs, liabilities, damages, judgments or expenses (including attorneys'
fees) arising out of or relating to (i) any material breach by Company of its
representations, warranties or agreements under this Agreement, (ii) any act or
omission by Company which violates any applicable federal, state or local law,
rules or regulations, or which violates any operating rules or regulations of
VISA or MasterCard, (iii) any negligent act or negligent omission or
intentionally wrongful conduct of the Company or of its agents, employees or
other persons or entities acting on its behalf under this Agreement, or (iv) any
obligation(s) Company has to any party in connection with merchants under this
Agreement or any obligation Company has in operating its company.

      b. EFS Indemnification. EFS shall indemnify the Company, VISA and
MasterCard and hold them harmless from and against any and all claims, demands,
losses, costs, liabilities, damages, judgments or expenses (including attorneys'
fees) arising out of or relating to (i) any material breach by EFS of its
representations, warranties or agreements under this Agreement, (ii) any act or
omission by EFS which violates any applicable federal, state or local laws,
rules or regulations, or which violates any operating rules or regulations of
VISA or MasterCard, or (iii) any negligent act or negligent omission or
intentionally wrongful conduct of EFS or of its agents,


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employees or other persons or entities acting on its behalf under this
Agreement, or (iv) any obligation(s) EFS has to any party in connection with
Merchants or any obligation EFS has in operating its business.

      c. the failure or delay in performance caused by acts of God, strikes,
flood, fire, war, public enemy, electrical or equipment failure, failures by
third parties or other events beyond its control.

      d. Limitation. EXCEPT WHERE SUCH LIABILITY ARISES FROM AND IS DIRECTLY
RELATED TO A THIRD PARTY CLAIM, IN NO EVENT SHALL EITHER PARTY'S LIABILITY OF
ANY KIND TO THE OTHER HEREUNDER INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE INDEMNITY FOR CLAIMS BY
THIRD PARTIES WILL BE GOVERNED BY SECTIONS 5(a) AND 5(b) AND WILL NOT BE LIMITED
OR AFFECTED BY THIS PARAGRAPH.

      e. Warranties. The Company and EFS each warrants and represents to the
other that it is not a party to, or subject to, or bound by, any agreement or
judgment which would prevent the execution of this Agreement by such party, nor
will the execution and delivery of this Agreement or the consummation of the
transaction contemplated hereby, and the fulfillment of the terms hereof result
in a violation or breach of any of the terms or provisions of, or constitute a
default under, or conflict with any obligation under any covenant, agreement, or
other instrument to which entity is a party or by which such entity is bound.
The Company further warrants that there are no contractual or other restrictions
upon its right to solicit merchants on behalf of EFS and that soliciting
merchants on behalf of EFS to provide the services contemplated by this
Agreement will not constitute a breach of the inducement of a breach of any
contract between the Company and any other party.

      f. Survival. The terms of this Section 5 shall survive termination of this
Agreement.

6. Payments

      a. Payments. EFS shall be entitled to receive all amounts paid by the
Merchants under the terms of the Merchant Agreement between EFS and the
Merchant, which amounts shall be distributed in accordance with the terms of
this Agreement.

      b. Payments To The Company. EFS shall pay to the Company a monthly
Residual for all Company's Merchants for whom merchant processing is provide
EFS. The term Residual shall mean the difference between the discount fees and
other merchant charges paid by the merchants and those fees and charges to the
Company described within this Agreement and in Schedule C-1. Following
termination of this Agreement, the Company shall continue to receive


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its Residuals following such termination for as long as the Merchant account
continues its Merchant Relationship with EFS provided that Residuals shall not
be due following any termination resulting from breach of this Agreement by
Company, except for Residuals already accrued and owing to the Company and not
yet paid by EFS. The provisions of this paragraph and all other provisions of
the Agreement necessary to give effect to this paragraph shall survive the
termination of the Agreement. In consideration of this continued Residual
payment, Company agrees not to solicit or try to convert such Merchants from EFS
for as long as EFS is making payments hereunder to the Company with respect to
such Merchants.

      c. Chargebacks & Reserve Account

            (1) Merchants signed pursuant to this Agreement shall be responsible
for all chargebacks and losses in any way arising under or related to the
Merchant Agreements (collectively "Chargebacks"). If Merchant is unable or
unwilling to pay, Company shall immediately be obligated for and shall
immediately pay to EFS the full amount of any Chargeback loss.

            (2) EFS will establish a reserve fund to be used as a source of
payment for potential chargebacks from Merchants who use EFS services as a
result of Company's efforts pursuant to this Agreement. The Company acknowledges
and agrees that the reserve fund and related reserve account as described in
this Section 6(c) is and shall be the property of EFS. EFS agrees to use and
administer the account according to the terms of this Agreement, particularly
this Section 6(c). The Company agrees To pay EFS, by check or wire transfer, the
amount of $10,000 on the date this Agreement is executed. EFS will deposit this
amount into a reserve account at its affiliate, EFS Federal Savings Bank, to
fund potential obligations of the Company under this Section 61 c) (the "Reserve
Fund"). In addition, each month EFS will reserve 2 basis points (.0002) of the
gross merchant volume of the preceding month, to be withheld from the current
month's residual payment for all charge volumes and added to the Reserve Fund.
This procedure will be followed until the Reserve Fund reaches $200,000 (the
"Balance Cap"). As long as the Balance Cap is maintained there will be no
further withholdings from the residual payments to the Company for the Reserve
Fund. The Reserve Fund will be maintained at this level for so long as EFS pays
Residuals to the Company under this Agreement.

            (3) Inn consideration for the Company's agreement for EFS to
establish and own the Reserve Fund, EFS agrees that Company shall receive
interest on all amounts held in the Reserve Fund at a fixed rate equal to the
EFS Federal Savings Bank savings account rate in effect on the date of this
Agreement, or 4.5 percent, whichever is higher. If the Reserve Fund account
balance is below the Balance Cap, interest earned will be credited to the
Reserve Fund account until the Balance Cap is reached. EFS will transfer
interest earned in excess of any amount needed to maintain the Balance Cap to
the Company as part of the monthly Residual Payment.

            (4) EFS agrees to assign all rights, title, and interest, and to
transfer the balance in the Reserve Fund account to the Company, by check or
wire transfer, when EFS is no longer paying Residuals to the Company pursuant to
this Agreement. Company agrees that this


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payment of the Reserve Fund account balance will not be made earlier than 60
days following the date of the last Residual payment to the Company.

            (5) The balance of the Reserve Account shall be paid to the Company
not less than 60 days after EFS is no longer paying Residuals to the Company
pursuant to this Agreement.

            (6) EFS agrees that in the event the Company pays for any
Chargebacks, EFS shall assign to the Company all of its rights, and shall
provide such information and documents which it has in its possession, to enable
the Company to prosecute claims to recover such Chargebacks.

      d. Additional Collateral. Should the liability of Company to EFS exceed
the amount of the Reverse Account and the Residuals at any time, and should the
liability remain unsatisfied for a period of 5 days following demand, EFS shall
be entitled to satisfy the obligation through the Company's portfolio of EFS
Merchants. Company agrees that if its obligations are not satisfied as otherwise
provided herein, EFS shall be permitted to retain, and shall be relieved and
discharged of its obligation to assign, Merchant Agreements to the extent
necessary to satisfy obligations of Company.

      e. Security Interest. To secure all obligations of the Company to EFS
arising from this Agreement, Company hereby grants EFS a security interest in
the Residuals, all proceeds of the Residuals, and any and all Company funds
deposited with EFS or held in deposit accounts with any EFS affiliates. This
security interest may be offset or otherwise exercised by EFS without notice or
demand and stands as continuing collateral security for the timely performance
by Company of any and all obligations to EFS, now existing or hereafter arising.
EFS shall have the benefits of all remedies afforded pursuant to this Agreement
or the Uniform commercial Code as in effect in the state of Tennessee. To the
extent permitted by law the Company hereby irrevocably appoints EFS or its
authorized agent as true and lawful attorney in fact to execute and file any
financing statements or related documents in order to fully perfect this
security interest.

      f. Other Rights. In the event the Reserve Fund and the Residuals owed to
Company are insufficient to cover Chargebacks owed by Company, EFS may exercise
any other legal rights EFS has against Company under the indemnity or otherwise.
In no event shall the Reserve Fund provisions of this paragraph or other rights
provided hereunder limit the liability of Company or limit the legal remedies
available to EFS.

      g. Increases in Fees. During the term of this Agreement (including any
renewal terms), EFS shall not increase the fees and charges provided in Schedule
C, except that EFS shall be entitled to increase fees and charges to offset
direct increases to EFS in the costs of providing the services hereunder
including but not limited to the following: (i) increased interchange, (ii)
changes in the Rules or operation procedures of either VISA or MasterCard
resulting in cost increases, (iii) increases by any other card issuer or card
network, or (iv) assessments by federal, state or local governmental authority
resulting in such cost increases. Any such increase shall


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become effective thirty (30) days from the date EFS notifies Company of such
increase. EFS agrees to provide the Company satisfactory proof the increase was
received by EFS.

7. Confidentiality.

      EFS and Company shall keep confidential and disclose to no other person,
firm or entity, other than VISA or MasterCard, names, addresses and identities
of Merchants, the schedule of Fees, the Properties (as defined herein), and the
methods of doing business of the other party hereto and the financial and other
information disclosed pursuant to Section 4 above. The foregoing restriction on
disclosures shall not apply, however, to disclosure or use by a party of
information or knowledge which (a) such party can demonstrate was already
lawfully in its possession prior to disclosure thereof by the other party, (b)
is or becomes generally known to the public through no fault of such party, (c)
is lawfully acquired by such party from other sources not reasonably known to be
under a similar nondisclosure obligation with respect to such information or
knowledge, (d) is required by law or in connection with litigation, arbitration
or other proceedings to be disclosed, or (e) is required to be provided to
governmental auditors or regulators,

8. Termination.

      a. Breach. Either party may terminate the Agreement by providing written
notice of termination to the other party upon (i) the breach by the other party
of any material term, covenant, obligation, restriction or condition contained
in this Agreement, and (ii) the continuation of such breath for a period of
thirty (30) days following receipt by the breaching party of notice of such
breach by the non-breaching party.

      b. Bankruptcy. Either party may terminate this Agreement immediately in
the event of insolvency, receivership or voluntary or involuntary bankruptcy of
the other party, or an assignment for the benefit of the party's creditors, or
in the event that a substantial part of the other party's property is or becomes
subject to any levy, seizure, assignment or sale for or by any creditor or
governmental agency without being released or satisfied within thirty (30) days
thereafter.

      c. Loss Of Association License. This Agreement shall be deemed terminated
automatically in the event of a termination of EFS's applicable Association(s)
license and/or its membership in either Association, or if the regulations of
Associations are mended in any way that the continued existence of this
Agreement would cause EFS or Company to be in material breach of such
regulations.

9. Miscellaneous.

      a. Amendment. This Agreement shall not be amended or modified in any
respect except by a writing duly executed by both parties.


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      b. Assignment. EFS may from time to time, delegate duties under Agreement
to subsidiaries or affiliates without notice to the Company, provided, however,
that EFS shall remain liable to the Company for any such duties and obligations.
The Company may not subcontract, sublicense, assign, license, franchise or in
any other manner attempt to transfer to any third party any right, duty, or
obligation of the Company.

      c. Severability. If any one or more of the covenants, agreements or
provisions of this Agreement shall be determined by a court of competent
jurisdiction to be invalid, the invalidity of such covenants, agreements or
provisions shall in no way affect the validity or effectiveness of the remainder
of this Agreement, and this Agreement shall continue in force to the fullest
extent permitted by law.

      e. Complete Agreement. This Agreement, together with the Exhibits attached
hereto, comprise the full and final statement of the agreement of the parties
relating to the subject matter hereof. All prior discussion, negotiations,
agreements, representations, warranties and statements are fully merged herein
and superseded hereby.

      d. Notices. All notices required or permitted by any provision of this
Agreement shall be in writing and shall be deemed give when personally delivered
to an officer of the addressee, or when deposited in the certified United Sates
mail, return receipt requested, postage paid, properly addressed to the parties
at the address set forth in the first paragraph hereof.

      f. Ownership. The programs, processes, equipment, software, technology,
trademarks, service marks, devices and other intellectual and physical
properties (the "Properties") used in connection with the performance of this
Agreement will continue to be proprietary to and owned by the respective party
providing them, and nothing contained in this Agreement resulting from its
performance will give the other party any right, title, license or interest of
any kind in said Properties.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
properly executed as of the day and year first above written.

                                       EFS NATIONAL BANK


                                       By_______________________________________


                                       Integrated Merchant Services, Inc.


                                       By_______________________________________


                                       13
<PAGE>

Pricing - ISO Processing

ISO receives 75% of all revenue above the listed fees

Authorizations                          0 - 100,000 per month             [    ]
                                        100,001 to                        [    ]
                                        250,000 to                        [    ]
                                        500,000 to                        [    ]
                                        1,000,001 per month               [    ]
                                        2,000,000 per month               [    ]
                                        surcharge for EBT & Debit         [    ]
                          Voice                                           [    ]

                          per item or
Processing & Settlement   batch header  0 - 250,000 per month             [    ]
                                        250,001 to 499,000                [    ]
                                        500,000 to 999,999                [    ]
                                        1,000,000 to 1,999,999            [    ]
                                        over 2,000,000 per month          [    ]

Sponsorship               per item      debit & EBT - optional            [    ]

Interchange                                 pass through
MOTO / Internet Transactions                Interchange + 10 basis
                                            points &                      [    ]
Dues/Assessments                            pass through
Card Association Charges                    pass through
Communications                              15% markup
Base 1 Access                               pass through
Postage                                     pass through

Merchants on file                         per merchant/month              [    ]

Customer Service & Help Desk              per active merchant/month       [    ]

ACH                       per item                                        [    ]

File Transmissions                      monthly per transmission site     [    ]

Merchant Supplies                       optional not included in quote

Chargeback Processing                   per item                          [    ]

Fraud Monitoring                        per item optional service         [    ]

EBT Setup per account $30.000

Dedicated Line for Support              monthly optional service          [    ]

Conversion of Existing Merchants                                          [    ]

Equipment                                                                 [    ]

Reserve                                                           [            ]


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