<PAGE>   1

                                                                   Exhibit 10.21


                            CARDSERVICE INTERNATIONAL

                               MERCHANT AGREEMENT

This Agreement ("Agreement") is entered into by and between the undersigned
MERCHANT ("Merchant"), FIRST NATIONAL BANK OF CENTRAL FLORIDA, in Longwood,
Florida, FDIC insured ("Acquirer") represented by its Registered Agent,
CARDSERVICE INTERNATIONAL, INC. ("CSI") an Independent Sales Organization and
Merchant Services Provider for Acquirer. The guarantor(s) signing this Agreement
is also a party as a continuing guarantor(s) pursuant to paragraph 3.14. To the
maximum degree permitted by law and by Visa and MasterCard rules and
regulations, it is the intention of the parties that the rights of Acquirer set
forth in this Agreement or arising from this Agreement, may be exercised by CSI.
Merchant, CSI and Acquirer make this Agreement in consideration of the mutual
covenants set forth herein.

This Agreement shall not be effective until it, and the Merchant's Application,
are approved by Acquirer. Therefore, CSI's field agent's signature hereon
constitutes only an offer made on behalf of, and is contingent upon approval by
Acquirer and CSI. This offer shall automatically expire after thirty (30) days
unless both Merchant and CSI's corporate office have also signed this Agreement.
If Merchant reasonably anticipates that it will have sales volume in excess of
$10,000 per month in combined Visa and MasterCard transactions, Merchant at the
request of Acquirer and CSI, shall submit its current financial statement with
this Agreement and it shall be one of the factors on which acceptance of this
Agreement shall be conditioned. Merchant acknowledges that this Agreement is
premised upon Merchant having a floor limit of ZERO dollars.

By entering into this Agreement, Merchant agrees to comply with and be subject
to, all Visa and MasterCard rules and regulations as they may exist from time to
time, including but not limited to chargeback procedures and the resolution of
any disputes relating thereto. Any violation of Visa and MasterCard rules and
regulations by Merchant shall constitute a breach of this Agreement and may, at
the option of Acquirer and CSI, be grounds for terminating this Agreement.

ARTICLE 1 - 1.01 HONORING CARDS

         (a) Merchant shall honor, in accordance with the terms and conditions
of this Agreement and in accordance with all Visa and MasterCard rules and
regulations in existence at the time of the transaction, without discrimination,
all valid Visa and MasterCard credit cards ("Cards") when properly presented as
payment by Merchant's customers ("Cardholder") in connection with bona fide,
legal business transactions. If Merchant does not transact business with the
general public, e.g. a private club, Merchant shall be deemed to have complied
with this non-discrimination rule if it honors all valid Cards of Cardholders
who have purchasing privileges or memberships with Merchant.

         (b) Merchant shall not, through an increase in price or otherwise,
impose a surcharge on a Cardholder who elects to use a Card in lieu of payment
by cash, check or similar means. Merchant may offer discounts for the purpose of
inducing payment by cash, check or other means not involving the use of a Card
provided that the discount is offered to all prospective buyers.

         (c) Merchant shall not establish minimum or maximum transaction
amounts.

ARTICLE 1 - 1.02 ADVERTISING

         (a) Merchant shall display any advertising or promotional materials
provided by Acquirer and CSI so as to be readily visible to Merchant's
customers. This material will be designed to inform the public that Cards will
be honored at Merchant's place of business. Merchants that do not deal with the
general public, as well as companies subject to government regulation
prohibiting such advertising or promotion or other Merchants expressly exempted
by MasterCard International, Inc. ("MasterCard") or Visa U.S.A., Inc. ("Visa")
are excluded from this advertising display requirement.

         (b) Merchant shall not display or use advertising or promotional
materials which suggest, implicitly or explicitly that Merchant only honors
Cards issued by Acquirer.

         (c) Merchant shall have the right to use or display the proprietary
names and symbols associated with Cards only while this Agreement is in effect
or until Merchant is notified by Acquirer and CSI, MasterCard or Visa to stop
such usage.

         (d) Merchant shall only use the proprietary names and symbols
associated with Cards to indicate that Cards are accepted for payment and shall
not indicate, directly or indirectly, that Acquirer and CSI, MasterCard or Visa
endorses Merchant's products or services.


<PAGE>   2



ARTICLE 1 - 1.03 CARD EXAMINATION AND CARD RECOVERY

Before accepting any card, Merchant shall:

         (a) Check the date on which the Card becomes valid and the date on
which the card expires. Merchant shall not accept any card that is not yet valid
or that has expired; and

         (b) Examine the signature on each Cardholder's Card. Merchant shall not
honor any Card when the signature on the sales draft does not correspond to the
signature on the Card.

         (c) Merchant shall not record such personal Cardholder information,
such as home or business telephone number, a home or business address, driver's
license, or other such identification onto the sales draft unless such
information is required under specific circumstances included in Visa of
MasterCard rules and regulations. Should Merchant believe that this
identification information is necessary, this information may be recorded onto a
separate sales invoice.

         (d) Examine all Card security features such as, by way of example only,
a hologram included on the Card. Merchant shall use its best efforts to retain,
by reasonable and peaceful means, any Card which appears to be counterfeit,
fraudulent or stolen when:

                  (i) Merchant is directed to do so by Acquirer and CSI's
                  designated authorization center; or

                  (ii) Merchant has, or shall have, reasonable grounds to
                  believe that a Card is counterfeit, fraudulent, or stolen.

                  Merchant's obligation to retain or recover a Card does not
authorize Merchant to commit any breach of the peace or to cause any injury to
persons or property and Merchant in fact agrees not to commit any such breach of
the peace or to cause any injury to persons and/or property.

ARTICLE 1 - 1.04 PRIOR AUTHORIZATION

Prior to accepting Card for payment, Merchant shall use due diligence to verify
that Cardholder is authorized to use the Card presented and that such Card is
genuine.

         (a) In addition to the requirements set forth elsewhere in this
Agreement, as part of Merchant's due diligence, Merchant shall obtain prior
authorization for every transaction processed through Merchant's electronic
terminal or, if such authorization is not reasonably possible, then
authorization shall be obtained by telephone. Merchant shall follow all
instructions received in the authorization process. After receiving
authorization, Merchant may consummate only the transaction authorized and must
post the authorization number on the sales draft. Whenever authorization is
obtained by a method other than through the electronic terminal, the Merchant
shall execute a sales draft with the Cardholder's signature and the credit card
information imprinted on to the draft.

         (b) Obtaining authorization shall not, by itself, satisfy Merchant's
obligation to exercise due diligence. Neither shall authorization constitute a
waiver by Acquirer and CSI of any other procedures required of Merchant by this
Agreement or any Visa or MasterCard rules or regulations. Authorization shall
not validate a transaction which would otherwise be invalid. Authorization shall
not validate a transaction involving the use of an expired card or a transaction
wherein Cardholder's signature does not match or has not been authorized by
Cardholder. Merchant shall remain duly liable for any chargeback and fees
relating to an invalid transaction, whether or not prior authorization was
obtained.

ARTICLE 1 - 1.05  DELIVERY OF COPY SALES DRAFT

Merchant shall deliver a true and complete copy of the sales draft, credit draft
or other transaction memorandum to the Cardholder at the time of the
transaction.

ARTICLE 1 - 1.06  ENTRY AND PRESENTMENT OF TRANSACTION

Merchant shall transmit a daily batch to Acquirer and CSI containing all sales
data relevant to electronic transactions, except that:

         (a) When authorization is obtained by telephone, Merchant shall enter
the data obtained from the Cardholder Authorization Center onto a manually
imprinted sales draft and forthwith transmit this data into its electronic
terminal. The transaction shall be communicated to Acquirer


                                       2

<PAGE>   3


and CSI in such form as Acquirer and CSI may from time to time specify or as may
be required under any applicable law, rules or regulations.

         (b) Merchant shall present no sales data until the goods have been
shipped or the services performed and Merchant has otherwise performed all of
its principal obligations to the Cardholder in connection with the transaction.
If Acquirer and CSI request a copy of such sales draft, credit draft or other
transaction memorandum or evidence, Merchant shall provide Acquirer and CSI with
said copy, no later then three calendar days from the date of request.

ARTICLE 1 - 1.07  MULTIPLE TRANSACTION RECORDS; PARTIAL CONSIDERATION

Merchant shall include on one transaction record the entire amount due for each
transaction, unless:

         (a) The Cardholder pays the balance of the amount due at the time of
transaction in cash, or by check; or

         (b) All or some goods or services are to be delivered or performed at a
later date and Cardholder signs the separate sales drafts, one of which
represents a deposit and the second of which represents payments of the balance
and the "balance" sales draft is completed only upon delivery of goods or
performance of the services. In such case, Merchant agrees:

                  (i) to note on the sales draft the words "deposit" or
         "balance", as appropriate; and

                  (ii) not to present the "balance" sales draft until all goods
         are delivered or all services are performed.


         (c) In accordance with Visa and MasterCard regulations, Merchant shall
not divide a single transaction. By way of example only, a single transaction
shall not be divided into two (2) or more smaller transactions.

ARTICLE 1 - 1.08  TELEPHONE ORDERS, MAIL ORDERS AND PREAUTHORIZED ORDERS

         (a) If a Card transaction is made in such a manner that the credit card
is not present at the time of the transaction as, by way of example, a telephone
order ("TO"), or mail order ("MO"), or preauthorized order ("PO"), the sales
draft may be completed without a Cardholder's signature or a Card imprint. In
such case, however, Merchant agrees:

         (i)      to print legibly on the sales draft sufficient information to
                  identify Merchant and the Cardholder, including all embossed
                  information on Card, including but not limited to Merchant's
                  name and address, Cardholder's name and any other names which
                  appear on the Card, Cardholder's account number, expiration
                  date and any effective date on the Card; and

         (ii)     to print legibly on the signature line of the sales draft the
                  letters "TO", "MO", or "PO", as appropriate; and

         (iii)    in the case of a preauthroized order, to require Cardholder to
                  execute and deliver to Merchant a written preauthorization,
                  which Merchant must retain and make available to Acquirer upon
                  request; and

         (iv)     not to deliver goods or perform services covered by a
                  preauthorization after being notified that the
                  preauthorization has been canceled, declined or that the Card
                  is not to be accepted.

         (b) In any non-imprinted transaction, either manual or electronic,
Merchant acts solely at its own risk and shall waive the right to dispute any
chargeback arising from a failure to produce to Acquirer an imprinted draft.

ARTICLE 1 - 1.09  PREAUTHORIZED LODGING AND VEHICLE RENTAL TRANSACTIONS

Regardless of the terms and conditions of any written preauthorization form, the
sales draft amount of any lodging or vehicle rental transaction which has been
preauthorized shall include only that portion of the transaction, including any
applicable taxes, evidencing a bona fide renting of real or personal property by
Merchant to a Cardholder and shall not include any consequential charges.
Nothing herein is intended to restrict Merchant from enforcing the terms and
conditions of its preauthorization form through means other than a Card
transaction.

ARTICLE 1 - 1.10  RETURNS AND ADJUSTMENTS; CREDIT DRAFTS

         (a) If Merchant has a policy of permitting refunds, exchanges, returns
or adjustments for cash customers, Merchant shall maintain the same policy for
persons making purchases through use




                                       3
<PAGE>   4


of a Card. However, Merchant may restrict its refund or return policy as to any
Card transaction if Merchant discloses such policy to Cardholder in writing
before obtaining Cardholder's signature. Disclosure may be made by printing on
appropriate notice (such as "No Refunds or Exchanges") on all copies of the
sales draft.

         (b) Except as provided above, if Merchant accepts any goods for return,
any services are terminated or canceled; or Merchant allows any price adjustment
(other than involuntary refunds required by applicable airline or other tariffs
or otherwise by law), then Merchant shall not make any cash refund. Instead,
Merchant shall electronically complete and transmit promptly to Acquirer the
credit data evidencing the refund or adjustment, and deliver to the Cardholder a
true and complete copy of the credit draft at the time the refund or adjustment
is made, together with the date and amount of the credit, in sufficient detail
to identify the transaction. Merchant shall imprint or legibly reproduce on each
credit draft the embossed information from the Card and from Merchant's
imprinter. The amount on the credit draft may not exceed the amount of the
original transaction as reflected on the sales draft.

         (c) IN CONJUNCTION WITH EACH CREDIT TRANSACTION, MERCHANT SHALL HAVE
SUFFICIENT FUNDS AVAILABLE TO ACQUIRER TO COVER THE AMOUNT OF SUCH TRANSACTION,
AND ANY RELATED FEES.

ARTICLE 1 - 1.11  CASH PAYMENTS

Merchant shall not receive any payments from a Cardholder for charges included
on any transaction resulting from use of any Card. Neither shall Merchant
receive any payments from a Cardholder to prepare and present a credit draft for
the purpose of effecting a deposit to the Cardholder's account.

ARTICLE 1 - 1.12  CASH ADVANCES

Merchant shall not use at its location or through its electronic terminal,
Merchant's own credit card or any credit card which Merchant is authorized to
use, such use is deemed A Cash Advance. Cash Advances are prohibited and can
result in immediate termination and addition to the Combined Terminated Merchant
file.

ARTICLE 1 - 1.13  REFINANCING EXISTING DEBT

Merchant shall not process any transaction representing the refinancing of an
existing obligation of a Cardholder including, but not limited to, obligations:

         (a) Previously owed Merchant except where the refinancing results from
a conversion of Merchant's existing credit program to a MasterCard or Visa
program and appropriate documentation is provided to Acquirer and CSI.

         (b) Arising from the dishonor of a Cardholder's personal check; or

         (c) Representing the collection of any other pre-existing indebtedness.

ARTICLE 1 - 1.14  RELEASE OF CARDHOLDER ACCOUNT INFORMATION

Unless required by law, Merchant shall not, under any circumstances, sell,
purchase, provide or otherwise disclose Cardholder's account information or
other Cardholder's personal information to anyone except Issuer or Acquirer and
CSI.

ARTICLE 1 - 1.15  PURGED TRANSACTIONS

Merchant acknowledges that batches or transactions that are not closed and
transmitted within forty-five (45) days shall be automatically purged and erased
from the processing system and are not recoverable. Merchant shall indemnify and
hold harmless Acquirer and CSI for any and all loss sustained by Merchant for
said purged transactions.

ARTICLE 1 - 1.16  MONTHLY VOLUME AND AVERAGE TICKET

In so far as Merchant represents that it reasonably anticipates a monthly Card
sales volume and an average ticket amount as set forth at the end of this
Agreement, any monthly volume in excess of




                                       4
<PAGE>   5


stated volume will cause the account to be reviewed and may result in the
possible interruption of service and/or the delay of transmission of funds.

                 ARTICLE 2 - PRESENTMENT, PAYMENT AND CHARGEBACK

ARTICLE 2 - 2.01  TRANSMISSION OF DATA

Instead of depositing paper sales or credit drafts with Acquirer, Merchant shall
transmit all sales data and credit data to Acquirer and CSI by means of magnetic
tape or electronic data. "Sales data" refers to information transmitted by
Merchant which is contained in a sales draft or the electronic or magnetic tape
record that is the equivalent of such a sales draft. "Credit data" refers to the
information transmitted by Merchant contained in a credit draft or the
electronic or magnetic tape record that is the equivalent of such a credit
draft. All data ("Transaction Records") transmitted shall be in medium, form and
format approved in advance by Acquirer and CSI and shall be pre-sorted and
organized according to Acquirer and CSI's instructions. It shall include all
information which appears on the sales or credit draft. All references in the
Agreement to "sales drafts", "credit drafts", "sales data" or "credit data"
shall include, as applicable, transaction Records transmitted electronically or
on magnetic tape, or in original format.

ARTICLE 2 - 2.02  ACCEPTANCE AND DISCOUNT

Subject to Merchant not being in default of this Agreement and Subject to
Acquirer's chargeback rights, Acquirer agrees to accept valid transaction
records from Merchant during the terms of this Agreement and to pay Merchant the
total amount represented by the transaction records, less any applicable
discounts, fees and other charges agreed to by the parties and all set-off
rights Acquirer may have. Any payment by Acquirer to Merchant shall not be final
but shall be subject to subsequent review and verification by Acquirer. Upon
thirty (30) days written notice to Merchant, Acquirer and CSI retain the right
to change the fees as set forth in this Agreement.

ARTICLE 2 - 2.03  ENDORSEMENT

Merchant shall endorse any Transaction Records it presents to Acquirer and CSI.
If Merchant fails to do so, Merchant shall be deemed to have endorsed any
Transaction and/or Records it presents to Acquirer and CSI in favor of Acquirer
and CSI and Merchant hereby appoints Acquirer and CSI, acting either jointly or
alone, as its attorney in fact to supply such endorsement on Merchant's behalf.

ARTICLE 2 - 2.04  CHARGEBACK

After acceptance by Acquirer and CSI, Merchant shall nevertheless repay Acquirer
the amount represented by the transaction record, plus any applicable chargeback
or related fee, if Acquirer has been charged back by another financial
institution or if any one or more of the following circumstances exist:

         (a) The transaction record or any material or information on a sales or
credit draft (such as, by way of example only, the account number, expiration
date of the Card, Merchant description, transaction description or notation of
prior authorization for the transaction amount or date is illegible, incomplete
or otherwise not discernible, is not endorsed or is not delivered to Acquirer
and CSI within the required time limits;

         (b) The Cardholder account number was declined or was not authorized on
the transaction date and Merchant failed to reject the transaction;

         (c) The sales draft does not contain the imprint of a Card that was
valid, effective, and unexpired on the transaction date;

         (d) The transaction was one for which prior credit authorization was
required and prior credit authorization was not obtained or a valid
authorization number is not correctly and legibly included on the transaction
record;

         (e) The transaction record is a duplicate of all items previously paid;

         (f) The Cardholder disputes the execution of the transaction record,
the sale, delivery, quality or performance of the goods or services purchased,
or alleges that a credit adjustment was requested and refused or that a credit
adjustment was issued by Merchant but not posted to Cardholder's account;



                                       5
<PAGE>   6


         (g) The price of the goods or service shown on the transaction record
differs from the amount shown on the copy of the sales draft or the receipt
delivered to the Cardholder at the time of the transaction;

         (h) Acquirer and CSI reasonably determines that Merchant has violated
any terms, condition, covenant, warranty or other provision of this Agreement in
connection with the Transaction Record or the transaction to which it relates;

         (i) Acquirer and CSI reasonably determines that the Transaction Record
is fraudulent or that the related transaction is not a bona fide transaction in
Merchant's ordinary course of business, or is subject to any claim or legality,
cancellation, rescission, avoidance, or offset for any reason whatsoever,
including without limitation, negligence, fraud or dishonesty on the part of
Merchant or Merchant's agents or employees;

         (j) The transaction record arises from a mail or telephone order
transaction which the Cardholder disputes entering into or authorizing or which
involves an account number that never existed or that has expired and has not
been renewed; or

         (k) Merchant fails to provide Acquirer and CSI with any sales draft or
credit draft in accordance with this Agreement. Acquirer and CSI shall, within a
reasonable time following notice of chargeback of a transaction to Merchant,
return to Merchant any sales draft or other evidence of the transaction.

         (l) Multiple authorization attempts were made by Merchant for a single
transaction.

         (m) In violation of Visa and MasterCard regulations, Merchant has
divided a single transaction.

ARTICLE 2 - 2.05  CHARGEBACK AND DOCUMENTATION RETRIEVAL FEE

Merchant shall pay Acquirer a $10.00 fee for each chargeback, credit or debit,
presentment. Merchant shall pay a $10.00 fee for each Documentation Retrieval
Request. The amount of these fees are subject to change by Acquirer and CSI upon
Acquirer and CSI giving Merchant thirty (30) days notice of any change.

ARTICLE 2 - 2.06  WITHHOLDING

If Acquirer and CSI reasonably believes that any of the circumstances listed in
paragraph 2.04 exists or are likely to exist with respect to any Transactions or
Record which Acquirer has accepted and forwarded to Cardholder's issuing bank
for payment, Acquirer may withhold from payments due Merchant under this
Agreement the Transaction Record amount less any discount until such time that:

         (a) Acquirer is itself charged back by the issuing bank for the
transaction. In such event, Acquirer shall retain the funds and return the
transaction record to Merchant pursuant to the chargeback procedure of paragraph
2.04; or
         (b) The period of time by which Cardholder must dispute the transaction
record and the issuing bank exercise its chargeback rights against Acquirer has
expired; or

         (c) Acquirer and CSI otherwise determine to its satisfaction that a
chargeback on the Transaction Record will not occur. Upon termination of this
Agreement, Acquirer may withhold payment to Merchant for such period of time
reasonably determined by Acquirer and CSI as necessary to establish a reserve to
cover any chargebacks, credit drafts and uncollected discounts or fees that may
result from transactions previously processed and appearing after the
termination date.

ARTICLE 2 - 2.07  DISPUTES WITH CARDHOLDER

All disputes between Merchant and any Cardholder relating to any Card
transaction shall be settled between Merchant and such Cardholder. Merchant
shall, in accordance with paragraph 3.06, indemnify Acquirer, CSI, Visa and
MasterCard from any claim or suit brought by Cardholder relating to any
transaction with Merchant.



                                       6
<PAGE>   7




ARTICLE 2 - 2.08  EXCESSIVE CHARGEBACKS & RETRIEVAL REQUESTS

Merchant agrees that if Acquirer and CSI are presented, during any monthly
period, with:

         (a) Chargebacks relating to Merchant's transactions processed by
Acquirer in excess of three percent (3%) of the average monthly dollar amount of
such transactions, or;

         (b) Documentation retrieval requests in excess of four percent (4%) of
the total number of transactions processed.

Such chargebacks or retrieval requests shall be conclusively deemed to be
excessive under applicable Visa regulations. Acquirer and CSI may thereupon
terminate this Agreement or take such other action as may be authorized herein
or by applicable Visa or MasterCard regulations. The percentage figure in this
paragraph shall not be deemed to be, nor shall be, a limitation of Acquirer's
rights to establish a reserve pursuant to the terms of this Agreement. Merchant
agrees that the amount or extent of any such reserve shall be based on Acquirer
and CSI's reasonable estimation of the need for it, in light of circumstances
known to them at the time.

ARTICLE 3 - TERMINATION, MODIFICATION, AND COMPLIANCE WITH LAW

ARTICLE 3 - 3.01  COMPLIANCE WITH LAW

Merchant shall comply with all laws, ordinances and regulations applicable to
Merchant, Merchant business and any Card transaction, including without
limitation, all state and federal consumer credit and consumer protection
statutes and regulations. Neither Acquirer nor CSI shall have any obligation to
notify or advise Merchant of the existence of such laws or changes in such laws.

ARTICLE 3 - 3.02  MODIFICATION

         (a) This Agreement is subject to such modifications, changes and/or
additions as may be required, or determined by Acquirer and CSI to be required,
by reason of any state or federal statute, judicial decision, Visa or MasterCard
rule or regulations, or the regulation or authority of any federal agency having
jurisdiction over Acquirer and CSI or Merchant. Such modifications, changes and
additions may be made unilaterally by Acquirer and CSI, shall be in writing and
shall be effective immediately upon dispatch by Acquirer and CSI.

         (b) This Agreement may only be modified as approved in writing by the
Acquirer and the corporate office of CSI. No field agent of Acquirer or CSI is
authorized to make any modification to this Agreement or to make any
representation which is not set forth in this Agreement.

ARTICLE 3 - 3.03  REFUND OR REVOCATION OF CREDIT AND REPAYMENT BY MERCHANT

Acquirer may refuse to accept any sales draft or revoke its prior acceptance it
entered in one or more of the following circumstances:

         (a) The transaction giving rise to the sales draft was not made in
compliance with all terms and conditions of this agreement, as well as all
applicable laws, rules or regulations;

         (b) The Cardholder disputes his or her liability to Acquirer or other
Issuer for any reason including, but not limited to, those chargeback rights
enumerated in Visa and MasterCard operating regulations in effect from time to
time; or

         (c) The transaction giving rise to the sales draft was not a bona fide
transaction directly between Merchant and Cardholder. Merchant shall not accept
any transaction on behalf of any person or persons, or any business other than
the Merchant of record.

         (d) No Merchant shall process any transaction accumulated prior to the
issuance of a Merchant Number.

If such refusal or revocation occurs, Merchant shall, in addition to any
penalties and fees, immediately repay Acquirer the full amount credited by
Acquirer to Merchant's account on the basis of such sales draft.




                                       7
<PAGE>   8


ARTICLE 3 - 3.04  TERMINATION

This Agreement may be terminated without cause by either party upon prior
written notice to the other party. Notice by Merchant must be given to CSI or
Acquirer at the corporate address indicated in Section 4.13. Notice to a field
agent or the CSI Sales department shall not constitute notice. Merchant shall
remain responsible for all charges, including those incurred within the month of
cancellation. Merchant shall remain responsible for all charges until
notification from Merchant is received by Acquirer and CSI.

         (a) Acquirer and CSI may terminate this Agreement without prior notice,
whether written or otherwise, in the event Merchant is or becomes bankrupt or is
unable to pay its debts as they become due, or if Acquirer and CSI reasonably
determines that Merchant has violated any term, condition, covenant, or warranty
of this Agreement or if Acquirer and CSI determine, in its sole discretion, that
Merchant has abused its privileges under this Agreement. MERCHANT EXPRESSLY
ACKNOWLEDGES THAT IDENTIFICATION ON THE COMBINED TERMINATED MERCHANT FILE IS
GROUNDS FOR IMMEDIATE TERMINATION OF SERVICE.

         (b) Upon the effective date of any termination, Merchant's rights
hereunder to make Card transactions, to deposit transactions with Acquirer and
CSI and to use sales draft forms, credit draft forms, promotional material
and/or any other items provided or made available through Acquirer and CSI shall
cease. However, Merchant's obligations in connection with any Transaction Record
accepted by Acquirer and CSI before or after termination shall survive such
termination including, without limitation, Merchant's chargeback obligations.

         (c) following the effective date of termination, Merchant shall
maintain funds on deposit in an account available to Acquirer for a reasonable
time. Based upon Cardholder and Issuer chargeback rights, an amount of funds
reasonably adequate to cover all chargeback deposit charges, refunds and fees
incurred by Acquired and CSI pursuant to this Agreement, Visa or MasterCard
operating regulations of any processing facility shall be maintained in such
account. Acquirer is hereby irrevocably authorized by Merchant to charge such
account, or other accounts maintained by Merchant, for the amount of such
matters. Merchant shall pay Acquirer for all such matters upon demand by
Acquirer, together with all costs and expenses incurred by Acquirer and CSI,
including reasonable attorney's fees.

ARTICLE 3 - 3.05  TERMINATION AND COMBINED TERMINATED MERCHANT FILE

MERCHANT EXPRESSLY ACKNOWLEDGES that a Combined Terminated Merchant File
("CTMF") is maintained by Visa and MasterCard containing the business name and
names and identification of principals of Merchants which have been terminated
for one or more of the reasons specified in Visa or MasterCard operating
regulations. Examples would be, but are not limited to, fraud, counterfeit
drafts, unauthorized transactions, excessive chargeback and retrieval requests,
laundering or where a high security risk exists.

MERCHANT ACKNOWLEDGES THAT ACQUIRER AND CSI ARE REQUIRED TO REPORT THE BUSINESS
NAME OF THE MERCHANT AND THE NAMES AND IDENTIFICATION OF ITS PRINCIPALS TO THE
CTMF WHEN A MERCHANT IS TERMINATED FOR ONE OR MORE OF THE REASONS SPECIFIED IN
VISA OR MASTERCARD OPERATING REGULATIONS. MERCHANT EXPRESSLY AGREES AND CONSENTS
TO SUCH REPORTING BY ACQUIRER AND CSI.

ARTICLE 3 - 3.06  INDEMNIFICATION

Merchant and Guarantor shall, jointly and severally, indemnify, defraud, and
hold harmless Acquirer and CSI, Visa and MasterCard against and in respect to
any and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including interest, penalties, and
reasonable attorneys' fees, that Acquirer and CSI, Visa and MasterCard shall
incur or suffer, that arise, result from, or result from, or relate to any
breach of, or failure by Merchant to perform any of its representations,
warranties, covenants or agreements in this Agreement or in any schedule,
supplemental agreement, appendix or other instrument furnished or to be
furnished to Merchant under this Agreement.



                                       8
<PAGE>   9


ARTICLE 3 - 3.07  LIMITATION OF LIABILITY

Acquirer and CSI's liability to Merchant with respect to any Card transaction
shall not exceed the amount represented by the transaction record in connection
with that transaction, less any applicable discount or fees. Acquirer and CSI
shall in no event be liable for any incidental or consequential damages
whatsoever.

ARTICLE 3 - 3.08  ENTIRE AGREEMENT; WAIVER

This Agreement, together with supplemental agreements, appendixes and schedules
constitutes the entire agreement between the parties pertaining to the subject
matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

ARTICLE 3 - 3.09  RESERVE ACCOUNT

In addition to the security interest and chargeback rights granted to Acquirer
by Merchant, Merchant hereby authorizes Acquirer to establish a Reserve Account,
with or without prior notice to Merchant, at any time prior to, of or other
termination of this Agreement, to ensure Acquirer's recovery of any liabilities
owed it or reasonably anticipated to be owned if by Merchant pursuant to this
Agreement.

         (a) Such liabilities include, but are not limited to those arising out
of actual and/or potential post-termination chargebacks, as well as all other
post-termination fees, charges and expenses due or anticipated to be due
Acquirer from Merchant.

         (b) Merchant agrees that if Acquirer does establish the Reserve
Account, it shall be in any amount Acquirer deems reasonable under the
circumstances. The Reserve Account may be funded and/or replenished by
Acquirer's withholding or withdrawing from, or freezing all or any part of, the
Commercial Account and/or accounts maintained by Merchant with Acquirer. Unless
Acquirer agrees otherwise in writing with Merchant, the Reserve Account shall
not bear interest.

         (c) Acquirer may enforce its security interest in the Reserve Account
without notice or demand. Acquirer's right to sums owed it by Merchant pursuant
to this Agreement shall in no way be limited by the balance or existence of the
Reserve Account. Acquirer's rights with respect to the Reserve Account, as well
as the security interests granted Acquirer under this Agreement, shall survive
the termination of this Agreement.

ARTICLE 3 - 3.10  LAW

This Agreement shall be construed in accordance with, and governed by,
California law as applied to contracts that are executed and performed entirely
in California. The parties stipulate that the exclusive venue for any action,
between them shall be within the county of Los Angeles in the State of
California.

ARTICLE 3 - 3.12  ASSIGNABILITY

Merchant may not assign this Agreement, or any rights hereunder, directly or by
operation of Law, without the prior written consent of Acquirer and CSI. For
purpose of this Agreement, assignment shall include, but not be limited to,
transfer of control of Merchant and any ownership change which results in a new
majority owner.

ARTICLE 3 - 3.13  ATTORNEY'S FEES AND COSTS

Merchant shall be liable for and shall indemnify and reimburse Acquirer and CSI
for any and all attorneys' fees and other costs and expenses paid or incurred by
Acquirer and CSI in the enforcement of this Agreement, or in collecting any
amounts due from Merchant to Acquirer and CSI hereunder or resulting from any
breach of any of the terms or conditions of this Agreement.




                                       9
<PAGE>   10


ARTICLE 3 - 3.14  GUARANTORS

As a primary inducement to Acquirer and CSI to enter into this Agreement with
Merchant, the undersigned Guarantor(s), by signing this Agreement, jointly and
severally, unconditionally and irrevocably, guarantee the continuing full and
faithful performance and payment by Merchant of each of its duties and
obligations to Acquirer and CSI pursuant to this Agreement, as it now exists or
as it may be amended from time to time, whether before or after termination or
expiration and whether or not Guarantor has received notice of any amendment. If
Merchant breaches this Agreement, Acquirer and CSI may proceed directly against
Guarantor or any other person or entity responsible for the performance of this
Agreement, without first exhausting its remedies against any other person or
entity responsible therefore to it, or any security held by Acquirer.

ARTICLE 3 - 3.15  FORCE MAJEURE

Acquirer and CSI shall have no liability to Merchant for delay or failure to
perform any part of this Agreement on account of an act of God or the public
enemy, fire, explosion, flood, earthquake, riot, war, sabotage, accident,
embargo or any circumstances of like or different character beyond Acquirer and
CSI's reasonable control or by interruption or delay in transportation,
inadequacy or shortage or failure of supply of materials, utilities or equipment
breakdown, labor trouble, or compliance with any order, direction, action, or
request of any governmental officer, department or agency.

ARTICLE 3 - 3.16  CUMULATIVE REMEDIES

All remedies of Acquirer and CSI hereunder are cumulative and may be exercised
concurrently or separately. The exercise of any one remedy shall not be deemed
to be on election of such remedy and shall not preclude the exercise of any
other remedy. No failure on the part of Acquirer and CSI to exercise and no
delay in exercising, any right to remedy hereunder shall operate as a waiver of
such right or remedy.

ARTICLE 3 - 3.17  BREACH OF OTHER AGREEMENTS

This Agreement is the principal agreement between Merchant and Acquirer and CSI.
In order to further effectuate the subject matter of this Agreement, the parties
acknowledge that a number of additional agreements may be entered into between
them. Merchant hereby agrees that Merchant's breach of any of those additional
agreements shall also constitute a breach of this Agreement.

ARTICLE 3 - 3.18  FIDUCIARY RELATIONSHIP

As provided in California Financial Code Section 952 as it now exists and as it
may be amended from time to time, whenever Merchant has a deposit held arising
from or subject to this Agreement with any bank which, pursuant to this
Agreement, Merchant is not entitled to, Merchant's entitlement to such deposit
shall be as a fiduciary of Acquirer and CSI until any claim by Acquirer and CSI
has been resolved. Merchant agrees that its failure to repay, within 20 calendar
days of notification, to Acquirer and CSI funds Merchant is not entitled to
shall result in a presumption that Merchant intends to misappropriate such
funds.

ARTICLE 3 - 3.19  SECURITY INTEREST & MERCHANT PERFORMANCE REQUIREMENT

To secure Merchant's performance under this Agreement, including without
limitation Merchant's obligations arising out of Chargebacks, Merchant hereby
grants, pursuant to the California Uniform Commercial Code, Acquirer and CSI a
security interest on Merchant's electronic terminal, printer, imprinter and
imprinter plate. Further Merchant grants to Acquirer a Security Interest in
sales drafts, credit cards, and in all deposits, regardless of source, made to
Merchant's account established or designated and maintained pursuant to this
Agreement, as well as in the proceeds of those deposits, and in all other
accounts maintained by Merchant. Acquirer may enforce this security interest as
applicable by:

         (a) Making an immediate debt (charge) to any account, without notice or
demand of any kind; and/or interrupting the electronic transmission of funds to
any account through the Automated Clearing House (ACH) system; and/or




                                       10
<PAGE>   11


         (b) Freezing the entire account, without notice or demand of any kind,
upon Acquirer and CSI's reasonable determination that Merchant has breached any
term of this Agreement; and /or

         (c) Taking possession of any or all of Merchant's sales drafts,
verification and confirmation of transactions; and/or (d) Taking possession of
any and/or all of Merchant's electronic terminals, printers, imprinters and
imprinter plates.

Merchant shall provide any statement or notice that Acquirer and CSI determines
to be necessary to preserve and protect Acquirer's security interest. Merchant's
granting of this security interest in no way limits Merchant's liabilities to
Acquirer and CSI under this Agreement.

ARTICLE 3 - 3.20  SEVERABILITY

If any provision of this agreement is held invalid or unenforceable by any court
of final jurisdiction, it is the intent of the parties that all other provisions
of this Agreement be construed to remain fully valid, enforceable and binding on
the parties.

ARTICLE 3 - 3.21  MERCHANT NAME AND BUSINESS TYPE

Changes, by way of example only, business name change, business telephone and/or
address change, or any banking information shall be submitted, in writing to
Acquirer and CSI by Merchant under the terms provided in this agreement.
Merchant represents that it is engaged in the business as denoted at the end of
this Agreement. Merchant shall not process Credit Card transactions for any
other type of business.

                           ARTICLE IV - MISCELLANEOUS

ARTICLE 4 - 4.01  IMPRINTERS AND TERMINALS

Merchant shall have imprinter(s) and terminals used to process Card
transactions, and shall maintain them in good working order and shall notify
Acquirer and CSI prior to any change of the imprinted or programmed information.
All imprinters, terminals or other equipment provided to Merchant by CSI shall
remain the property of CSI until fully paid for. Merchant hereby grants to CSI a
security interest in such equipment for so long as any amount remains to be
paid.

ARTICLE 4 - 4.02  FORMS

Merchant shall use only such forms or modes of transmission for sales data as
are provided or approved in advance by Acquirer and CSI. Merchant shall not use
forms or equipment available through CSI except in connection with Card
transactions hereunder. CSI will make sales drafts and forms available by fee
and on order of Merchant.

ARTICLE 4 - 4.03  RECORDS

Merchant shall preserve a copy of the actual paper sales drafts and credit
drafts for at least one year after the date Merchant presents the transaction
date to Acquirer and CSI. Merchant shall retain original transaction data or
make microfilm copies of both sides of such actual paper Transaction Records,
and store for a minimum of three (3) years. Within three (3) days of receipt of
Acquirer and CSI's request, Merchant shall provide to Acquirer and CSI, at
Merchant's cost, either the actual paper Transaction Record, if requested by
Acquirer and CSI, or a legible microfilm thereof comparable in size to the
actual paper transaction records. In addition, Merchant shall, within three (3)
calendar days of Acquirer and CSI's request, provide any other documentary
evidence available to Merchant and reasonably requested by Acquirer and CSI to
meet its obligations under law, including but not limited to its obligations
under the Fair Credit Reporting Act, or its obligations to otherwise respond to
questions concerning Cardholder accounts.

ARTICLE 4 - 4.04 CHANGE IN TRANSMISSION METHOD

Merchant shall give Acquirer and CSI at least thirty days' prior written notice
of its desire to alter in any material respect its medium of transmission of
sales data and credit data to Acquirer and CSI. Any change shall be subject to
Acquirer's and CSI's prior approval. Following termination, for so




                                       11
<PAGE>   12


long as Merchant is required to retain the same, Merchant shall, promptly upon
request, provide Acquirer and CSI with all original and microfilm copies of
records required to be retained at the time of termination.

ARTICLE 4 - 4.05  SUPPLEMENTARY DOCUMENTS

References to "this Agreement" include any supplementary agreements, addendum,
appendices and amendments and any other agreements, schedules, appendices and
amendments promulgated by Acquirer and CSI and furnished to Merchant from time
to time.

ARTICLE 4 - 4.06  DISCOUNT PERCENTAGE

Merchant shall pay Acquirer discount percentages, batch header fees and
transaction fees for processing the credit card drafts. The discount percentages
shall include consideration for Qualifying, Mid-Qualifying and Non-Qualifying
transactions. Merchant hereby authorizes Acquirer to debit any of the Merchant's
Accounts for payment of any and all fees and the discount percentage which shall
be paid at the rate established as set forth at the end of this Agreement. Said
discount percentage may be revised from time to time upon thirty (30) days
written notice to Merchant.

ARTICLE 4 - 4.07  MONTHLY MINIMUM

Merchant shall pay a minimum monthly charge of $25.00 or such other sum as may
be determined by Acquirer and CSI from time to time upon thirty (30) days notice
to Merchant.

ARTICLE 4 - 4.08  CUSTOMER SERVICE FEE

Merchant shall pay to Acquirer and CSI a customer service fee of $10.00 per
month, or such other sum as may be determined by Acquirer and CSI from time to
time upon thirty (30) days notice to Merchant.

ARTICLE 4 - 4.09  REJECT FEE

Merchant acknowledges that failure by Merchant to maintain sufficient funds in
its checking account to execute its obligations under this Agreement will result
in the imposition of a Reject Fee in the amount of $15.00 per item or $25.00 per
daily batch as applicable. This fee is subject to change as may be determined by
Acquirer and CSI from time to time upon thirty (30) days notice to Merchant.

ARTICLE 4 - 4.10  DOCUMENTATION FEE

If Acquirer and CSI is required to provide documentation, by way of example
only, statement copies, etc., Merchant shall pay to CSI a fee of $2.00 per page
provided to Merchant. This fee is subject to change as may be determined by
Acquirer and CSI from time to time upon thirty (30) days notice to Merchant.

ARTICLE 4 - 4.11  AMENDMENT

Acquirer and CSI may amend this Agreement at any time by mailing written notice
to Merchant of any amendment at least thirty (30) days prior to the effective
date of the amendment. The amendment shall become effective on the date
specified by Acquirer and CSI unless Acquirer and CSI receives Merchant's notice
of termination of this Agreement before such effective date.

ARTICLE 4 - 4.12  MERCHANT ACCOUNT

In order to facilitate the transfer of payments between the parties hereto,
Merchant may maintain a commercial deposit account with Acquirer. Said account
shall be subject to such terms and conditions (including, without limitation,
the imposition of service charges and fees) as may be agreed to by Acquirer and
Merchant. In the absence of any express written agreement, the standard terms
and conditions applicable to commercial deposit accounts offered by Acquirer
shall apply. As amounts become payable to Acquirer and/or CSI or to Merchant
under this Agreement, Acquirer may, unless otherwise agreed in writing, make
payments to or receive payments from Merchant by crediting or debiting such
account without prior notice. If such a commercial deposit account is not




                                       12
<PAGE>   13

maintained by Merchant, payment between the parties shall be made in a manner
satisfactory to Acquirer and CSI.

ARTICLE 4 - 4.13  NO NOTES

All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if delivered personally. If Merchant transmits the said information by
U.S. Mail, postage pre-paid, notice shall be deemed served upon confirmed
receipt by Acquirer and CSI. If service by facsimile transmission is used,
Merchant shall mail the original of the communication to the receiving party on
the date of transmission, by first class mail, postage pre-paid and it shall be
deemed served on the day of confirmed receipt by Acquirer and CSI.

If Acquirer and/or CSI present service by facsimile transmission, service is
deemed to have been duly give on the day of transmission. If facsimile
transmission is not used, notice shall be given by, first class mail, postage
pre-paid and it shall be deemed served on the day of mailing. All communications
must be addressed as follows:

Cardservice International, Incorporated
Attention: Customer Service
P.O. Box 2310
Agoura Hills, CA  91376-2310
Facsimile (818) 880-9898

Communications to Merchant shall be addressed to the address appearing below
Merchant's signature. Any party may change its address for purposes of this
paragraph by giving the other parties written notice of the new address in the
manner set forth above.

ARTICLE 4 - 4.14  EFFECT OF HEADINGS

The subject headings of the paragraphs and subparagraphs of this Agreement are
included for convenience only and shall not affect the construction or
interpretation of any of its provisions.

ARTICLE 4 - 4.15  POINT-OF-SALE TERMINAL SERVICES

The Point-of-Sale Terminal (POS) can be utilized to obtain various services,
some of which originated with Acquirer and CSI, and others which are provided by
a third party. These services include authorization and electronic draft capture
for major credit cards, and other data needed to process information
electronically. Merchant agrees that when the services do not originate with
Acquirer or CSI, Merchant will abide by the regulations of the third party,
provided that said regulations do not contradict or infringe upon Visa,
MasterCard, Acquirer, and CSI regulations. Merchant agrees to release Acquirer
and CSI from all liability for any damage to Merchant arising for services which
do not originate from Acquirer and/or CSI.

ARTICLE 4 - 4.16  ADHERENCE

Merchant agrees to be responsible and liable for adhering to all provisions of
this Agreement without exception and in full. Failure to abide by the provisions
herein constitute grounds for possible interruption or termination of service.

ARTICLE 4 - 4.16  CHANGE OF BANKING INFORMATION

Merchant shall notify CSI of any change in business checking account, change of
bank, or any other banking information. Merchant shall pay CSI a fee in the
amount of $25.00, for each checking account charge.

BANKCARD RATE ________________%             TRANSACTION FEE __________________

MONTHLY VOLUME $________________            AVERAGE TICKET  $_________________




                                       13
<PAGE>   14


MERCHANT

____________________________________ Type of Business (Be Specific) ___________
Merchant Name

By:_______________________________ _____________________  Date _____/_____/____
     Signature                     Title

____________________________________________________________ (___)____________
(Business Address) Street        City          State    Zip   Telephone

ARTICLE 4 - 4.18  GUARANTOR

If Merchant is a corporation, then a principal of said corporation must sign as
a guarantor.

Name ____________________ Signature _____________________ Date _____/_____/____

____________________________________________________________ (___)____________
(Residence)        Street        City          State    Zip   Telephone



I certify that on _____/_____/_____ I performed an on-site Merchant location
inspection. Furthermore, I certify that the business activity of the location
inspected is congruent with the business typed indicated above. I am reasonably
satisfied that the person(s) executing this Agreement on behalf of Merchant are
in fact authorized to do so.

Cardservice Sales
Representative _______________________  _____________________  Date ___/___/___
                Print Name               Signature


CARDSERVICE INTERNATIONAL, INC.
26775 Malibu Hills Road
Agoura Hills, CA  91301
TEL: (818) 878-8000
     & (800) 456-5989
FAX: (818) 880-9898       Agreement Accepted at
                          Agoura Hills, CA by:___________________ Date __/__/__

and

ACQUIRER

Tacoma County Bank
237 South Main
Box 890
Red Bluff, CA  96080      Agreement Approved by:_________________ Date __/__/__






                                       14