MERCHANT AGREEMENT














MICHIGAN
BANKARD [TRADEMARK]
SERVICES


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Merchant Agreement


This MERCHANT AGREEMENT

(The "Agreement") is entered into between Michigan National Bank
("MNB", "us" or "we") and the company identified as the
("Merchant" or "you") as of the date this Agreement is accepted
by us in the attached Schedule of Fees and Charges.  You agree to
honor Credit and/or Debit Cards in connection with the sale of
merchandise and/or services, and we agree to perform sales
authorizations, accept Sales Drafts and pay you for the Sales
Drafts in accordance with the following terms and conditions:

1.  DEFINITIONS.  (a) "ANNUAL SALES VOLUME" means the dollar
amount of Visa and MasterCard Sales Drafts minus Credit Vouchers
which: (i) are received from Merchant and processed by MNB during
a calendar year, or (ii) will be received from Merchant according
to a projection approved by MNB.

(b) "AUTHORUZATION" means the approval by the Participating
Institution holding the Cardholder Account, or its agent, to
complete a Transaction.

(c) "AVERAGE TICKET" means the average dollar amount of Sales
Drafts submitted y Merchant.  The Average Ticket is computed by
dividing the total dollar amount of Sales Drafts received from a
Location during a calendar month by the total number of Sales
Drafts received from the Location during that same calendar
month.

(d) "CARDHOLDER" means an individual with a validly issued and
currently effective, unrevoked, unvoided, and unexpired Credit or
Debit Card.

(e) "CHARGEBACK" means a Sales Draft that has been presented to
either the Cardholder or the issuer of the Credit or Debit Card
and for which payment to us has subsequently either been refused
or reversed in accordance with applicable law and/or operating
regulations promulgated by the licensor of the Credit or Debit
Card, as provided in Section 15.

(f) "CREDIT CARD" means a valid and unexpired: (1) Visa(R) credit
or debit card bearing the service marks owned and licensed by
Visa, U.S.A., Inc., (2) MasterCard(R) credit or debit card in the
form issued under license from MasterCard International, Inc.;
(3) Diners Club(R) and Carte Blanche(R) credit cards that bear
the service marks or names licensed by Citicorp Diners Club, Inc.
and (4) any other credit card which, by agreement between us and
the issuer or licensor of such credit cards, we permit you to
honor in connection with the sale of merchandise or services.

(g) "CREDIT VOUCHER" means the written form or Electronic Format
approved by us for use in consummating credit transactions
applied to the account of a Purchaser on the basis of a Credit or
Debit Card properly honored by you under the terms of this
Agreement.

(h) "DEBIT CARD" means an access device for a Debit Cardholder
Account, which is issued by any institution that is a member of,
or participant in, a Participating Switch, and which can be used
to initiate a Transaction.

(i) "DEBIT CARD PROGRAM" means the on-line debit card point of
sale 

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program by which the Merchant processes Transactions initiated by
Debit Cards to  us and we transfer funds to the Merchant for
Transactions, all in accordance with the terms of this Agreement.

(j) "DEBIT CARD PROGRAM COSTS" means the fees and costs related
to the Debit Card Program as set forth in the attached Schedule
of Fees and Charges.

(k) "DEBIT CARDHOLDER ACCOUNT" means the Debit Cardholder's
deposit account that is accessed by a Debit Card when it is used
to initiate a Transaction.

(l) "ELECTRONIC FROMAT" means the electronic form approved by us
for use in transmitting data required by this Agreement.

(m) "LOCATION" means each geographic site or, by agreement
between MNB and you, one or more subdivisions of a geographic
site, at which you: (i) transact business and (ii) accept Credit
and/or Debit Cards as payment for goods and services.

(n) "MERCHANT APPLICATION" means the written application required
by us to be submitted by you as a precondition to the execution
of this Agreement.

(o) "MERCHANT GUIDE" means the written procedures and
requirements we provide to you, as they may be changed
periodically by us, regarding the operation of MNB's Merchant
Credit Card program or any other written instructions from us to
you.  The Merchant Guide may be changed from time to time by us
upon fifteen (15) days written notice to you.

(p) "OPERATING RULES" means the Debit Point of Sale Operating
Rules for Debit Card acceptance promulgated by MNB for the Debit
Card Program.

(q) "PARTICIPATING INSTITUTION" means an institution that (i) is
identified as such in the Operating Rules and (ii) issues Debit
or Credit Cards.

(r) "PARTICIPATING SWITCH" means an institution or network that
(i) is identified as such in the Operating Rules and (ii) is
identified with and interfaces for, Debit Cards.

(s) "PERFORMANCE GOAL FEE" means the additional fee we charge you
when a Sales Draft does not meet our transmission format or the
Visa/MasterCard interchange criteria as indicated on the Schedule
of Fees and Charges.  Such fee represents the additional amount
we incur or that is charged to us by Visa and MasterCard for each
Sales Draft that does not meet all of the applicable
requirements.

(t) "PURCHASER" means the person whose name is embossed on a
Credit or Debit Card or who is an authorized user of that card.

(u) "RETRIEVAL" means your production of the original or an
acceptable facsimile of a Sales Draft, Credit Voucher, or other
supporting documentation at our request.

(v) "RETURN RATE" means the percentage (rounded up to the nearest
whole percent) determined for each Location each month by adding
together the number of processed Chargebacks and Credit Vouchers,
divided by the total number of Sales Drafts received.

(w) "SALES DRAFT" means the written form or Electronic Format
approved by us for use in consummating sales Transactions charged
to the account of a Purchaser on the basis of a Credit Card
properly honored by you under this Agreement.

(x) "SALES DRAFT TRANSMITTAL" means the written form or
Electronic 

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Format approved by us for use in transmitting Sales Drafts and
Credit Vouchers for deposit.

(y) "SCHEDULE OF FEES AND CHARGES" is the document so named which
is attached to and a part of this agreement.

(z) "SECURITY DEPOSIT"  means an interest-bearing account
maintained by you to provide sufficient funds to cover any
Chargebacks or other amounts due to us.

(aa) "SETTLEMENT ACCOUNT" means the demand deposit account or
other account approved by us which has been or will be maintained
by you with us for the purpose of debiting and crediting you for
Credit or Debit Card transactions and fees.

(ab) "TERMINAL" means an electronic device which is capable of
transmitting, to us or our agents, transactions initiated with a
Credit or Debit Card.

(ac) "TRANSACTION" means an attempt by a Cardholder to purchase
goods or services from the Merchant which (i) is initiated with a
Credit or Debit  Card at a Terminal owned, operated, rented or
leased by the Merchant and (ii) is processed through MNB or its
agents.

2.  HONOR ALL CREDIT CARDS.  (a) You shall honor, without
discrimination, all valid Credit Cards when properly presented as
payment from Purchasers for authorized Transactions.  If you do
not deal with the public at large (for example, a private club),
you will be deemed to have complied with this subsection if you
honor valid Credit Cards of Purchasers who have purchasing
privileges with you.

(b) You shall not establish minimum or maximum Transaction
amounts as a condition of honoring a Credit Card.

(c) You shall not impose a surcharge on Credit Card Transactions
or require any Purchaser to pay any part of any merchant
processing fee, whether through increased price, finance charge,
or any other means.

(d) You shall not require Purchasers to provide any personal
information such as a telephone number, an address, or driver's
license number as a condition for honoring the Credit Card unless
such information is required to complete the Transaction.

(e) Any tax you collect must be included in the total Transaction
amount and not collected separately in cash.

3.  ADVERTISING AND PROMOTION.  (a) Upon execution of this
Agreement, you shall remove outdated Credit Card signage and
display the current Credit Card emblems and promotional materials
provided by us.  If you accept Debit Cards, we may require you to
display the logos and marks identified and in the manner set
forth in the Operating Rules.

(b) You may use the Credit Card emblems in your advertising and
promotional activities.  You shall make no other use of the
Credit Card emblems or service marks without our prior written
consent.  If you accept Debit Cards, you shall only use the
Michigan Money(TM) logo and marks or those of Participating
Switches or Institutions as set forth in the Operating Rules, and
shall not use such logos or marks in any other manner without our
prior written consent.  In your 

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advertising and promotional activities, you shall not indicate,
directly or indirectly, that MNB, Visa U.S.A. Inc., MasterCard
International, Inc., Citicorp Diners Club, Inc., any other Credit
Card licensor, or any Participating Switch or Institution,
endorses any of your merchandise or services.

(c) If you accept Debit Cards, you agree to execute such license
agreements as we may require to govern the display of the logos
and marks set forth in the Operating Rules.

4.  SETTLEMENT ACCOUNT.  (a) You agree to establish and maintain
a Settlement Account with us and agree to maintain a balance
sufficient to accommodate all Merchant/MNB Transactions.  You may
transfer your Settlement Account to, or establish a new
Settlement Account with, another financial institution only with
our prior written approval.

(b) You hereby authorize us to make deposits to and withdrawals
from the Settlement Account whether held by MNB or another
financial institution, or any other accounts you hold at any bank
or institution, as provided in this Agreement.  You also
authorize us to make withdrawals from the Settlement Account
whether held by MNB or another financial institution for any
amounts you owe us for any reason.  Such deposits and withdrawals
may be in paper form or Electronic Format and may be made through
and in accordance with the rules of the Michigan or National
Automated Clearing House Association.  You hereby agree that all
such financial institutions may rely on the authorizations
contained in this Agreement without additional or separate
written documents providing such authorizations.  At our request,
however, you shall provide a separate written authorization to
the financial institution holding the Settlement Account in the
event such account is not held by MNB, or to any other financial
institution, authorizing such deposits and withdrawals by us.

(c) You hereby direct all financial institutions holding your
Settlement Account in the event such account is not held by MNB
or any of your other accounts to provide us with all requested
account information with respect to those accounts.

(d) You agree that we may take any action against the Settlement
Account whether held by MNB or another financial institution or
any other accounts of yours, including, but not limited to,
suspending credits, reversing credits, and withdrawing funds when
such action is deemed necessary by us to protect us against any
loss or liability that we reasonably believe we may incur as a
result of your breach of the Agreement.  Our action against the
Settlement Account whether held by MNB or another financial
institution or other accounts shall be limited to the amount of
any loss or liability that we reasonably believe we may incur as
a result of the breach and for the time period in which we
reasonably believe such loss or liability may be incurred.  You
hereby authorize the financial institutions at which you maintain
your Settlement Account in the event such account is not held by
MNB or any other accounts to act in accordance with instructions
from us regarding funds in those accounts, including, but not
limited to, the transfer of the funds to us.  You agree to
indemnify and hold all such financial institutions harmless from
any claim or loss incurred for acting in accordance with any
instruction from us with respect to the Settlement Account in the
event such account is not held by MNB or your other accounts held
by 

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them.  Neither the termination of this Agreement nor any action
taken pursuant to Section 5 herein shall affect our right to take
any action in accordance with this subsection.

(e) You shall not pledge or assign the Settlement Account, any
proceeds of it, or any other amounts due to you under this
Agreement to any person or entity and you shall continually
maintain the Settlement Account whether held by MNB or another
financial institution free from all liens and encumbrances.

(f) In the event a Security Deposit is established pursuant to
Section 5 of this Agreement, you authorize us to make withdrawals
from the Settlement Account whether held by MNB or another
financial institution in order to replenish the Security Deposit.

5.  SECURITY DEPOSIT.  (a) You agree to provide us with an
interest-bearing Security Deposit in the amount set forth in the
Schedule of Fees and Charges upon the occurrence of one or more
of the following:

(1) We require the establishment of a Security Deposit at the
time this Agreement is executed.

(2) The Return Rate at any single Location during any calendar
month exceeds 10%, unless otherwise specified in the Schedule of
Fees and Charges.  Upon this occurrence, a deduction equalling
that Location's actual Return Rate will be withheld from each
deposit for a period of 90 days and placed in the Security
Deposit account.  Once the Security Deposit has been established,
the amount required to be maintained is subject to review and may
be changed by us every 90 days.

(3) The number of Merchant's Chargebacks as described in Section
15 of this Agreement compared to the total number of Sales Drafts
received at any single Location during any calendar month exceeds
1%.

(b) In the event that the Settlement Account whether held by MNB
or another financial institution is insufficient to cover any
amounts due to us under this Agreement, you agree that we may
withdraw funds from the Security Deposit to cover such amounts
when due.

(c) If any funds are withdrawn from the Security Deposit by us,
you shall immediately restore it to the amount set forth in the
Schedule of Fees and Charges.  We may terminate this Agreement if
you fail to do so.

(d) We shall have continual access to the Security Deposit for
the purposes described above for a period of 180 days following
the expiration or termination of this Agreement.  After that, we
shall return the remaining balance of the Security Deposit to
you.  However, we may, in good faith, retain any funds contained
in the Security Deposit if MNB and you are parties to any dispute
involving the funds until the dispute is resolved.

6.  EQUIPMENT AND FORMS.  (a) You shall pay a monthly fee for all
imprinters, terminals, electronic printers, and other equipment
rented from us in accordance with the Schedule of Fees and
Charges.  All equipment rented from us including parts and
accessories, shall remain our property and shall be returned to
us at the end of this Agreement in the same condition as when 

<PAGE>

received, reasonable wear and tear excepted.  If you fail to
return any equipment as required under this Agreement within
fifteen days, you shall pay us the then current purchase price
for such item(s).

(b) All information embossed on your imprinter plate shall be in
a form approved by us.  Changes to such information may be made
only by us or with our consent after notice from you.  Upon the
expiration or termination of this Agreement, you shall return the
imprinter plate and any merchant identification cards to us.

(c) Unless otherwise agreed by you and MNB, upon reasonable
request, we shall supply you with printed Sales Drafts, Sales
Draft Transmittals, Credit Vouchers, and other forms to be used
by you pursuant to this Agreement at the price(s) established by
us.  You shall be responsible for obtaining, at your own expense,
all supplies necessary for performing Transactions via electronic
printer or other electronic equipment.

(d) If you rent or lease equipment from a third party, MNB, upon
your request, will provide terminal and printer repair and
download services at the price(s) established by us.  You agree
that MNB will not be obligated to provide these services if this
Agreement is terminated or cancelled, regardless of the length of
your rental or lease agreement with the third party.  If an
equipment management fee for these services is charged by the
third party leasing company and paid to us, that fee and the
associated services will be discontinued if this Agreement is
terminated or cancelled.

(e) If you elect to pay a fee for Equipment Management Services
as indicated on the Schedule of Fees and Charges, MNB will
provide equipment repair and download services (exclusive of
shipping charges) under the following terms and conditions:

(1) The equipment, consisting of electronic Terminals and related
parts and accessories (the "Equipment"), to be maintained by us
is set forth on the Schedule of Fees and Charges.

(2) No Equipment shall be eligible for maintenance service unless
it is in good operating condition, as determined by us at the
commencement of this Agreement.  In order to make any Equipment
eligible for maintenance service, we may make such repairs as we
determine to be necessary.  You agree to pay us for these repairs
at our service rates then in effect.

(3) We will provide maintenance services on the Equipment within
a reasonable time or on a "best efforts" basis following
notification of Equipment malfunction.

(4) We will repair, or, at our option, replace all defective
Equipment eligible for maintenance services under this Agreement. 
Any replacement Equipment or part shall be of comparable
operating capability to the replaced Equipment.

(5) In the event that we provide replacement Equipment, you agree
to deliver the defective Equipment to us within fifteen days of
receipt of the replacement Equipment.  If you fail to do so, you
authorize us to charge your Settlement Account whether held by
MNB or another financial institution for the full cost of the
Equipment at our then current purchase price.

(6) In no event shall we be obligated to perform maintenance or
repair services at your Location.

(7) The following maintenance services are not included under
this Agreement 

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and, if performed by us, will be subject to additional charges in
accordance with our service fee schedule then in effect:

(i) Services which, in our opinion, are required due to improper
treatment or use of the Equipment.

(ii) Services which, in our opinion, are required due to the
attempted repair of the Equipment by persons not authorized by
us.

(iii) Services required when Equipment functions are interrupted
due to your negligence or willful misconduct, computer or
telephone breakdowns, fire, flood, earthquake, strike, lock-out,
war, riot, civil disobedience, governmental action or inaction,
acts of God or other causes beyond our control.

(8) You will immediately notify us of any malfunctions or damage
to or error in transmissions through the Equipment and shall
provide to us full and unrestricted access to the Equipment and
to the related communications facilities at all reasonable times
to install, replace, inspect, relocate, disconnect, remove,
repair and maintain the Equipment.

(9) You agree to maintain the site conditions within the common
environmental range of the Equipment in such manner and condition
as we may specify.

(10) You agree not to remove any Equipment from the place of
installation, nor permit any modification, attachment or
additions to the Equipment without our prior written approval.

(11) The fees for Equipment Management Services are set forth in
the Schedule of Fees and Charges and may be changed by us upon
fifteen days written notice to you.  You authorize us to make
necessary withdrawals from your Settlement Account whether held
by MNB or another financial institution for payment thereof. 
These fees are non-refundable except for any unused portion of
any annual Equipment Management Services fee upon our termination
of this Agreement.  Monthly Equipment Management Services fees
will not be refunded.

(12) We make no warranties whatsoever, express or implied, with
respect to any of the Equipment or the condition of the
Equipment.  We disclaim all such warranties including all implied
warranties of merchantability and fitness for a particular
purpose.  We do not warrant that the Equipment is error free or
that its use will be uninterrupted.  Our sole obligation will be
to provide maintenance and repair services as described in this
section.

7.  CREDIT CARD SALES TRANSACTION.  (a) In affecting Credit Card
sales Transactions, you shall fully comply with all of the
procedures set forth in the Merchant Guide.

(b) Except in the case of mail order, telephone order, and
preauthorized orders or Transactions, no Credit Card sales
Transaction may be completed if the Purchaser fails to present
his or her Credit Card to you.  In affecting a Mail Order,
Telephone Order, or Preauthorized Order Credit Card transaction,
you shall fully comply with all of the procedures set forth in
the Merchant Guide.

(c) You shall include all items of merchandise and services
purchased in a single sales Transaction in one total amount on a
single Sales Draft, except as otherwise specifically authorized
in Merchant Guide.

(d) Your compliance with this Section does not preclude
Chargebacks under Section 15.

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8.  DEBIT CARD SALES TRANSACTION.  In addition to any other terms
and conditions relating to Debit Cards stated in this Agreement,
if you accept Debit Card Transactions  you agree to the
following:

(a) You agree to comply with the Operating Rules and with any
rules and regulations promulgated by any Participating Switch,
together with any changes, amendments or supplements thereto as
may be made by MNB or any Participating Switch from time to time.

(b) We have the discretion to process a Transaction through any
Participating Switch, switch or network, that we deem
appropriate.

(c) You must provide us with information (including the
Cardholder PIN) for each Transaction in the format prescribed in
the Operating Rules.

(d) You must issue the Cardholder a receipt for each Transaction. 
The receipt must comply with the requirements of Regulation E, 12
C.F.R. (SECTION) 205.1 ET. SEQ,  as amended from time to time,
and all other federal and state regulations.  If we ask for proof
of issuance of a receipt, you must provide us this proof within
two days.

(e) If a Debit Card Transaction does not receive Authorization,
we have no obligation to credit the Settlement Account whether
held by MNB or another financial institution for the amount of
the Transaction.  The Debit Card Program costs do, however, apply
to any such Transaction.  If a Debit Transaction does not receive
Authorization or if your Terminal becomes inoperative, and if the
Operating Rules so provide, you may initiate a paper based
Transaction.  You shall, however, assume the risk that any such
paper based Transaction will not receive Authorization.  Such
Transaction shall comply with the requirements for paper based
Transactions set forth in the Operating Rules.

(f) MNB may change or amend the Operating Rules at any time upon
at least 15 days prior written notice to you.

(g) To the extent that MNB has the ability to interface with a
particular network or institution, you agree that all point of
sale Debit Card Transactions involving that network or
institution initiated at any of your Location(s) will be
processed through MNB and will be governed by either this
Agreement or another agreement  with MNB.

9.  AMERICAN EXPRESS TRANSACTIONS.  MNB shall allow you to accept
American Express and Novus (e.g., Discover) Credit Cards as
payment for the sale of goods or services pursuant to an
agreement between you, American Express Travel Related Services
Company, Inc. ("Amexco") and/or Novus Services, Inc. ("Novus")
and to obtain American Express and/or Novus Authorizations in the
manner set forth in this section.

(a) MNB agrees that you may use our processing system via
electronic terminal to obtain American Express and/or Novus
Authorizations and/or utilize American Express or Novus Data
Capture Services.

(b) You agree that if your authority to process American Express
or Novus Transactions via electronic terminal is terminated by
Amexco, Novus or our designated processor, then your authority to
process American Express or Novus Transactions pursuant to this
Agreement is also terminated; provided, however, that such
termination shall not affect any of your existing or accrued
obligations 

<PAGE>

to MNB under this Agreement.

(c) All Amexco or Novus Sales Drafts shall be transmitted by
MNB's designated processor to Amexco or Novus pursuant to the
terms and conditions of your agreement with our designated
processor, Amexco and/or Novus.  We make no warranties to you as
to the time or manner in which Amexco or Novus will pay you for
Sales Drafts transmitted by you to them through our designated
processor.

(d) You authorize us to furnish your name to Amexco or Novus and
to MNB's designated processor identifying you as a recipient of
American Express and/or Novus Authorization and Processing
Services through the MNB's processing system.

(e) In addition to the indemnities in section 17 of this
Agreement, you agree to indemnify and hold MNB harmless from any
loss, damage or expense in the event that Amexco, Novus and/or
MNB's designated processor terminate MNB's authority to process
American Express or Novus Credit Card Transactions.

(f) We make no representations or warranties as to any floor
limits or processing rates chargeable to you by Amexco or Novus.

10.  SCAN(TM) ACCESS.  If you indicate on the Schedule of Fees
and Charges that you want MNB to provide you with access to
Electronic Transaction Corporation's (ETC) Shared Check
Authorization Network (SCAN), MNB will provide this access
subject to the following terms and conditions and to the SCAN
rules and regulations established from time to time by ETC.

(a) SCAN is a check verification software program developed by
ETC and licensed to MNB.  We make no representations or
warranties whatsoever, express or implied, with respect to SCAN. 
We have been authorized by ETC to provide SCAN access to you.

(b) You represent to us that you will access SCAN for the purpose
of assisting you to determine whether to accept or reject
consumer checks tendered at points of sale (POS) in payment for
goods and/or services.  You agree to use SCAN solely for the
purpose of authorizing checks offered as payment for bona fide
purchases completed in your ordinary course of business.  You
agree not to use SCAN for check guarantee purposes, not to make
SCAN available to any other person or entity, and you agree to
instruct your employees and representatives to take all
reasonable measures to ensure compliance with this provision. 
You agree to abide by the terms and conditions set forth herein,
as well as ETC's existing and future rules and regulations
regarding the use and operation of SCAN.

(c) You agree that in order for check data provided by your
customer to be accurately compared with SCAN, you must enter the
check MICR number.  You further agree that if you decline to
accept a check as a result of information obtained through SCAN,
you shall immediately advise your customer via a SCAN Referral
Card, that inquiries concerning the reasons for denial and
requests for assistance must be directed to:  SCAN(TM), 19803
North Creek Parkway, Bothell, WA  98011, 1(800)262-7771.

(d) SCAN is a check authorization service intended to reduce your
risk associated with accepting checks.  SCAN does not guarantee
payment.  You agree that ETC 

<PAGE>

and MNB are not guaranteeing any consumer sales transactions
which are paid by check and authorized through SCAN.  You assume
full risk and liability for your use of SCAN and for any losses
incurred as the result of consumer sales transactions authorized
through SCAN.

(e) You agree to indemnify MNB from any and all claims,
liabilities, lawsuits, losses, or damages (hereinafter referred
to as "Claims") asserted or brought by customers whose checks are
declined through SCAN, as well as from Claims by you or any other
person resulting from your use of SCAN, including without
limitation, Claims resulting from any check authorized through
SCAN which is subsequently returned to you unpaid.  You further
agree to indemnify MNB from all Claims by ETC against MNB arising
out of or resulting from the use or misuse of SCAN by you, your
employees and agents.  Finally, you agree to indemnify MNB and
ETC against any and all Claims which arise as a result of the
negligent use or the misuse of SCAN by you, your employees and
agents.

11.  CASH DISBURSEMENTS AND PAYMENTS.  You shall not give cash to
a Purchaser and subsequently prepare and deposit a Sales Draft to
represent such cash disbursement.  You shall not receive or
accept any payments from a Purchaser with respect to charges for
merchandise or services which are included in a Sales Draft
resulting from the use of a Credit Card.  You shall not accept
money from a Purchaser and subsequently prepare and deposit a
Credit Voucher for the purpose of affecting a credit to the
Purchaser's Credit Card account.

12.  AUTHORIZATIONS.  When prior Credit Card Authorization is
required by the provisions of the Merchant Guide, you shall
request Authorization from MNB or its designated processor.  You
shall type, print legibly, or electronically record the
Authorization number or code on the Credit Card Sales Draft
evidencing the Authorization.  If you use an Authorization
service other than one designated and approved in writing by us,
we are not responsible for any Authorizations from that service. 
Your compliance with this Section does not preclude Chargebacks
under Section 15.

13.  RECOVERY OF CREDIT CARDS.  You shall use your best efforts
to retrieve Credit or Debit Cards under the circumstances and in
the manner set forth in the Merchant Guide.  You shall indemnify
us from and against any claims, expenses or losses claimed
against or incurred by us in connection with your actions, or
those of any of your agents or employees, in the recovery of any
Credit or Debit Card.

14.  PRESENTMENT OF SALES DRAFTS.  (a) You shall transmit all
Sales Drafts to us in accordance with the specifications
established by us and within the time frames set forth in the
Schedule of Fees and Charges.  In no event, however, shall you
present a Sales Draft until the merchandise has been shipped or
the services have been performed and you have otherwise performed
all of your obligations to the Purchaser.  You shall not permit
any Sales Drafts to be transmitted or presented which you know or
should know to be fraudulent or not 

<PAGE>

authorized by the Purchaser.

(b) All Sales Drafts shall be presented for deposit with a Sales
Draft Transmittal drawn on us in the total amount of all of the
Sales Drafts presented, less any enclosed Credit Vouchers
presented.  Any deduction of the applicable processing fee by you
is prohibited.

(c) After the proper transmission or delivery of the Sales Drafts
to us for deposit, and subject to your warranties under this
Agreement and our Chargeback and other rights, we will process
the credit for the full amount of the deposit within one (1)
business day (which will normally reach your Settlement Account
one day later), unless you have agreed to a different period of
time for us to process the credit, and such different period of
time is set forth in the Schedule of Fees and Charges.  The
availability of funds in the Settlement Account shall be governed
by your account agreement with the financial institution holding
the Settlement Account in the event such account is not held by
MNB.  In the event of any inaccuracies in the Sales Draft
Transmittal, we shall have the right, without prior notice to
you, to make an adjustment to your Settlement Account whether
held by MNB or another financial institution.

(d) You hereby waive notice of default or nonpayment, protest,
demand for payment and any other demands or notices in connection
with this Agreement or any of the Sales Drafts.  You hereby
consent to any extension of time granted and to any compromise
made by us with any Purchaser identified in a Sales Draft without
affecting your obligations under this Agreement.

(e) We shall not be obligated to pay you or to credit the
Settlement Account whether held by MNB or another financial
institution for any Sales Drafts transmitted or delivered to us
after you become insolvent, cease to do business, or dissolve.

(f) You shall not present to us for deposit any Sales Draft or
Credit Voucher which was not originated as a result of a bona
fide Transaction consummated between the Purchaser and you in the
ordinary course of your business.  Transmittal or presentation of
Sales Drafts or Credit Vouchers for goods or services provided or
performed by any person other than you ("Factoring") is strictly
prohibited.  Factoring may result in the immediate termination of
this Agreement and action by us against the Settlement Account
whether held by MNB or another financial institution as provided
in Section 4.

15.  CHARGEBACKS.  (a) We shall have the right at any time to
process Chargebacks to the Settlement Account whether held by MNB
or another financial institution and to make withdrawals from it
for the full amount of any Sales Draft in any of the following
cases:

(1) The Sales Draft or any material information on the Sales
Draft such as the account number, expiration date of the Credit
Card, Merchant description, transaction amount or date is
illegible or incomplete;

(2) The Sales Draft is not presented to us in a timely manner.

(3) The Transaction was under your floor limit and the Credit
Card account number was listed on the then-current MasterCard and
Visa Electronic Warning Bulletin (Exception File) or the Diners
Club/Carte Blanche Warning Bulletin, or on any other written or
electronic notice accessible to you via an electronic 

<PAGE>

terminal or telephone voice authorization service listing Credit
Cards which may not be honored on the Transaction date, and you
did not reject the Transaction or receive prior Authorization
from us or our designated processor for the transaction;

(4) The written Sales Draft does not contain the imprint of a
Credit Card that was unexpired on the Transaction date;

(5) The Transaction was one for which prior Authorization from us
is required, and prior Authorization was not obtained, or a valid
authorization number or code was not correctly or legibly printed
on the Sales Draft;

(6) The Sales Draft is a duplicate of a Sales Draft previously
paid or is one of two or more Sales Drafts generated in a single
Transaction in violation of Section 7(c);

(7) The Purchaser disputed the execution or Authorization of the
Sales Draft, the sales, delivery, quality, or performance of the
merchandise or services purchased, or alleges that a credit
adjustment was requested and refused or that a credit adjustment
was issued by you but was not posted to the Purchaser's account;

(8) The price of the merchandise or services shown on the Sales
Draft differs from the amount shown on the copy of the Sales
Draft delivered to the Purchaser at the time of the transaction;

(9) We reasonably determine that you violated any provision of
this Agreement in connection with the execution, transmission,
Authorization, presentment or processing of the Sales Draft;

(10) We reasonably determine that the Sales Draft is fraudulent
or that the related Transaction is not a bona fide Transaction in
your ordinary course of business, or is subject to any claim of
illegality, cancellation, rescission, avoidance, or offset for
any reason including, without limitation, negligence, breach of
warranty, fraud, or dishonesty on the part of you or any of your
agents or employees;

(11) The merchandise was not delivered to the Purchaser or was
refused or rejected by the Purchaser (or was returned to you), or
acceptance of the merchandise was revoked by the Purchaser, or
the services were not performed by you or were refused or
rejected by the Purchaser for any reason;

(12) The Purchaser or other person executing or authorizing the
Sales Draft lacked the legal capacity to contract at the time of
the Transaction;

(13) A Debit Card Transaction is reversed for any reason;

(14) A Debit Card Transaction was not authorized by a person
authorized to make withdrawals from the Cardholder Account;

(15) We are required to pay any of our customers, any
Participating Switch, or any Participating Institution for the
entire amount, or any portion, of a Debit Card Transaction; or

(16) We receive a Chargeback for any reason not listed in this
Section.

(b) Without our consent, you may not deposit any Sales Draft
which has previously been presented and was subsequently subject
to a Chargeback.

(c) The return of merchandise to you shall not be a condition
precedent to the exercise of our right of Chargeback under this
Agreement.


<PAGE>

16.  RETURNED MERCHANDISE, CREDITS, AND ADJUSTMENTS.

(a) Unless otherwise restricted by applicable law, you shall
maintain a fair policy of permitting refunds, exchanges, returns,
and adjustments for persons making purchases through the use of a
Credit or Debit Card.

(b) When you accept any merchandise for return, when any services
are terminated or cancelled, or when you allow any price
adjustment, you shall not make any cash refund, but shall
promptly complete and present (within the time periods specified
in the Schedule of Fees and Charges) to us a Credit Voucher
evidencing the refund or adjustment, and shall deliver to the
Purchaser a true and complete copy or facsimile of the Credit
Voucher at the time the refund or adjustment is made.

(c) You shall issue and present to us Credit Vouchers only in
connection with previous bona fide Credit or Debit Card sales
transactions between you and the Purchaser and only as permitted
under this Agreement and in the manner set forth in the Merchant
Guide or Debit Operating Rules.  You shall not permit any Credit
Vouchers to be presented to us which you know or should know to
be fraudulent or not authorized by the Purchaser.

(d) If returned merchandise was purchased using a Debit Card, you
have the option of providing the Cardholder with cash or an in-store
credit.  Alternatively, if the Operating Rules so provide,
you may credit the amount that was debited for the Transaction in
accordance with the requirements for credit Transactions set
forth in the Operating Rules.

(e) Your compliance with this Section does not preclude
Chargebacks under Section 15.

17.  MERCHANT INDEMNITY.  (a) In addition to any other
indemnities provided under this Agreement, you shall indemnify us
from any and all liabilities, claims, demands, losses, damages,
costs, expenses, including court costs and attorney's fees,
incurred by us in connection with or arising as the result of any
of the following:

(1) A Sales Draft that does not conform to the requirements of
this Agreement, the Merchant Guide or the Debit Operating Rules;

(2) A breach or alleged breach of any warranty or agreement by
you to any Purchaser or to us.

(3) The rescission or cancellation of a Sales Draft or Credit
Voucher by operation of law, adjudication, or otherwise;

(4) A claim, counterclaim, dispute or defense, whether or not
well-founded, that (i) any Sales Draft or Credit Voucher is
unenforceable, or (ii) there has been a violation of any
applicable law or regulation; or (iii) there has been a
rescission or cancellation of any Sales Draft or Credit Voucher
occurring as a result any of your actions or inactions or those
of any of your agents or employees;

(5) Any action by us against your Settlement Account whether held
by MNB or another financial institution or other accounts taken
pursuant to this Agreement; or

(6) Any act or failure by you or your agents or employees, which
is claimed against us in connection with the use of a Credit or
Debit Card or of any Sales Draft or Credit Voucher.

<PAGE>

(b) The indemnities contained in this Section and elsewhere in
this Agreement shall survive the termination of this Agreement.

(c) We shall not be liable to you or to any other party for any
loss, damage or Performance Goal Fees resulting from the failure
of any Terminal, switch, processor, interfacer, software or
hardware provider or their products, or any other entity, device
or software to operate properly, unless such failure is due to
our gross negligence or willful misconduct.

18.  MERCHANT WARRANTIES.  In addition to any other warranty,
covenant, or representation made in this Agreement, you represent
and warrant the following:

(a) You will preserve all records pertaining to all Transactions,
Sales Drafts, and Credit Vouchers, including all paper or
microfilm evidence of electronically transmitted information or
data, as may be required by law, and in no event less than seven
years for Credit Card Transactions and one year for Debit Card
Transactions from the date of the applicable Transaction and
shall permit us or our agents or designees to examine, verify,
and copy any such records at any reasonable time.

(b) You will comply with all requirements of the federal Consumer
Credit Protection Act and all other applicable state and federal
consumer protection, consumer credit and debit card laws and
regulations, and will obtain and maintain such licenses and
permits as may be required by them.  You will provide us with all
information necessary for us to comply with all such laws and
regulations.  In addition, you will comply with all of the
obligations on your part to be performed in connection with the
sales of merchandise or the performance of services to
Purchasers.

(c) If you accept Debit Card Transactions, you will also comply
in all respects with the Electronic Fund Transfer Act, 15 U.S.C.
(SECTION) 1693, as amended from time to time and Regulation E, 12
C.F.R. (SECTION) 205.1 ET. SEQ, as amended from time to time.

(d) You will provide adequate services in connection with each
Credit or Debit Card Transaction in accordance with standard
practices and manufacturers' warranties, and will provide such
repairs, services, and replacements in such manner and will take
such corrective action as may be required by law or by contract
with a Purchaser.  You also agree to make a good faith attempt to
resolve all Purchaser disputes with respect to any such
Transactions.

(e) You will execute, deliver, file, or record such documents as
we may reasonably request to protect our interests under this
Agreement.

(f) If you accept Debit Card Transactions, you will assist us in
resolving Debit Card errors by complying with error resolution
provisions of the Debit Operating Rules and by providing any
reasonable assistance to us as we may request.

(g) You will not sell, purchase, provide, disclose or exchange
Credit or Debit Card account number information, in the form of
imprinted Sales Drafts, mailing lists, electronic tapes, or any
other medium to any third person other than (1) to your agents or
employees for use in assisting you in processing Transactions,
(2) to us (3) to Visa U.S.A., Inc., MasterCard International,
Inc., Citicorp Diners Club, Inc. or to any other Credit Card
licensor, as applicable, or (4) as may be 

<PAGE>

required by law.

(h) We may, at any time, investigate and obtain credit
information with respect to your credit and financial
responsibility and that of any owner, officer, partner,
shareholder or principal of Merchant or of any guarantor of your
obligations under this Agreement.  You shall provide all
information reasonably requested by us to complete such credit
investigation.  Upon our request, you will provide us with an
accurate and current signed financial statement with respect to
your business and financial affairs.

(i) You will comply in all respects with the Merchant Guide and
any other rules governing Credit Card Transactions.

(j) You will pay any sales tax, where applicable, directly to the
state to which the tax is due.

(k) The Merchant Application and this Agreement have been duly
and validly authorized by all appropriate corporate or
partnership action, as applicable.  The person(s) designated as
"Authorized Signer" on the Merchant Application are authorized to
take all action for you under the terms of this Agreement.  This
authorization shall remain in force until written notice to the
contrary is received by us, but receipt of such notice shall not
affect any action taken by us in reliance upon authorizations in
effect prior to such notice.  The person(s) signing the Merchant
Application and this Agreement on your behalf has been duly
authorized to do so, and the Merchant Application and this
Agreement, when accepted by us, will be valid and binding on you
in accordance with its terms.  Additionally, the person(s)
signing the Merchant Application and this Agreement are
authorized to deliver such other agreements, guarantees, pledges,
security deposit agreements, financial statements,
authorizations, and other documents as we may request in
connection with your participation in our Credit Card and/or
Debit Card Program(s), as well as any amendment, renewal,
restatement or extension thereof.

(l) The information and representations contained in any Merchant
Application or related documents are true and accurate as of the
date made and shall continue to be true and accurate throughout
the term of this Agreement.  You shall promptly advise us of any
changes in the information contained in any such documents
including but not limited to the nature or description of the
goods or services you offer, authorized signers, and your correct
legal name.

(m) We shall have the right, at any reasonable time, to inspect
any of your places of business and to observe implementation of
and compliance with this Agreement.

(n) The warranties and representations contained in this
Agreement shall survive the termination of this Agreement.

19.  GENERAL PROVISIONS.  (a) Any notice required or permitted to
be given under this Agreement shall be given in writing and
deposited in the United States mail, first class postage prepaid,
and, if to us, addressed to us at the address set forth on the
Schedule of Fees and Charges and, if to you, addressed as
indicated on our records, or to such other places as either party
shall designate by written notice to the other party.  Notices
shall be deemed given when mailed in accordance with this
subsection.

<PAGE>

(b) This Agreement may be amended by us at any time upon 15 days
prior written notice to you.  In addition to termination rights
granted elsewhere in this Agreement, you may terminate this
Agreement if you object to an amendment (other than an amendment
permitted by Section 20(a)) and we may immediately terminate this
Agreement and all services in the event you fail to comply with
any amendment.

(c) This Agreement shall not be effective until accepted in
writing by an authorized officer from the Michigan Bankard
department of MNB by the dating and signing of the Schedule of
Fees and Charges.  This Agreement shall remain in effect for 12
months from the date of our acceptance unless otherwise specified
in the Schedule of Fees and Charges ("Initial Term"). 
Thereafter, this Agreement shall be automatically extended for
successive one year periods (each of which shall be referred to
as a "Renewal Term") on the same terms and conditions expressed
herein, unless:   i) You give us 60 days advance written notice
of termination to be effective no earlier than the expiration of
the Initial Term or any Renewal Term, or ii) We give you written
notice of termination at any time during the Initial Term or any
Renewal Term.  Notwithstanding such termination, this Agreement
shall remain in effect with respect to your obligations to us
that existed, were incurred, or accrued as of the date of
termination.  Your right to make Credit Card Transactions and to
use advertising displays, Sales Drafts, Credit Vouchers,
equipment that is owned by us, and other materials developed for
your use under this Agreement shall cease upon termination of
this Agreement, and you shall immediately surrender all such
advertising displays, Sales Drafts, Credit Vouchers, equipment,
forms, items, and materials to us.

(d) This Agreement shall be binding upon the parties hereto and
upon their respective successors and assigns.  This Agreement
shall not be assigned by you without our express prior written
consent.  We shall have the exclusive right in our sole
discretion to assign this Agreement at any time.

(e) This Agreement, including any Schedule or Addenda hereto, the
Merchant Guide and the Operating Rules, sets forth the entire
understanding of the parties relating to the use, processing,
honoring, payments and Chargebacks of Credit or Debit Card Sales
Drafts and of the related Transactions.  This Agreement may not
be amended, waived, or terminated except in writing and in
accordance with the terms of this Agreement.

(f) If any provision of this Agreement is void or unenforceable
in any jurisdiction, this shall not affect the validity or
enforceability of such provision in any other jurisdiction or
that of any other provision of this Agreement in that or any
other jurisdiction.

(g) No failure or delay by us in exercising any right or remedy
under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or remedy
preclude any other exercise thereof or of the exercise of any
other right or remedy.

(h) This Agreement is a contract made under and governed by the
laws of the State of Michigan.  You agree that the courts of the
State of Michigan shall have jurisdiction over you for purposes
of any suits brought in connection with your or our rights or
duties under this Agreement.  Venue for all such suits shall be
Oakland or Eaton County, Michigan.

<PAGE>

(i) The captions and section headings in this Agreement are for
convenience only and in no way describe the scope or intent of
any provision and shall not be used in construing this Agreement.

(j) You understand and agree that telephone conversations with us
may be monitored or recorded for purposes of security and
enhancing merchant services.

(k) During the term of this Agreement, you shall not enter into
any agreement with another party for services such as those
contemplated by this Agreement.

(l) We will not be liable for any error unless you notify us
within ninety (90) days of the occurrence of the error.  You
agree that if you bring legal action against us for any reason,
you will commerce that action within one year of the date the
error occurred.

20.  FEES AND CHARGES.  (a) You agree to pay us the fees and
charges set forth in the Schedule of Fees and Charges.  We may
amend the Schedule of Fees and Charges not more frequently than
once during any Renewal Term by giving written notice of such
amendment to Merchant at least fifteen days prior to the
effective date of such amendment.   Notwithstanding the
foregoing, we may amend the Schedule of Fees and Charges at any
time during the term of this Agreement: (i) if Sales Drafts are
not transmitted in accordance with the Electronic Format
specified by us or, (ii) if your Annual Sales Volume or Average
Ticket during any three consecutive months is less than that
specified in the Schedule of Fees and Charges, or (iii) in order
to pass through increased fees and charges incurred by us and
imposed by Visa, MasterCard, a Participating Switch or
Institution, or telecommunication vendors, or (iv) if your
membership in the association or trade group specified in the
Schedule of Fees and Charges is terminated.

(b) If the Schedule of Fees and Charges indicates that you will
be charged a variable rate, the processing fee rate and per item
fee will be determined by your Average Ticket.  The Average
Ticket will then be compared to the variable rate table set forth
in the Schedule of Fees and Charges to determine the processing
fee rate and per item fee for the Location for that month.

(c) Whether you are charged a fixed or variable rate processing
fee, at the end of each calendar month, we will compute the
applicable processing fee by first applying your processing rate
for each Location to the dollar amount of all Sales Drafts from
that Location presented to us for deposit, and then multiplying
the per item fee by the number of Sales Drafts received, and,
lastly, adding together the resulting sums for the total amount
of the processing fee due.  Thereafter, without prior notice to
you, we may make sufficient withdrawals from the Settlement
Account whether held by MNB or another financial institution to
pay for the computed processing fee, together with all other
fees, charges and adjustments then due under this Agreement.

(d) Upon notice to you, we shall be entitled to deduct the
applicable processing fee and other fees and charges then due
from each Sales Draft Transmittal when presented to us.

(e) You agree to reimburse us for any fines imposed on us by
Visa, MasterCard, Diners Club, and/or a Participating Switch or
Institution, if such fines have been imposed because of your
failure to adhere to the written procedures and 

<PAGE>

requirements of this Agreement or those provided to you in the
Merchant Guide or Operating Rules.  You may contact us for a list
of potential fines because changes in such fines may be frequent
and beyond our control.  You will not receive notice of such
changes.

(f) If the Schedule of Fees and Charges indicates a minimum
monthly processing charge, you agree to pay us that charge each
month when your total fixed or variable rate processing fees for
that month are less than the minimum monthly processing charge.

21.  CREDIT CARD LICENSOR REQUIREMENTS.  You agree to be bound by
the requirements for Merchant Agreements set forth in the Visa
U.S.A. Operating Regulations, the MasterCard International Rules,
the Citicorp Diners Club/Carte Blanche Operating Manual, and the
rules of any other Credit Card licensor whose card is honored by
you, as any of such rules may be changed from time to time. 
Within a reasonable time after your request, we shall make
available such requirements for your review.

22.  CONFIDENTIALITY.  You shall not copy, publish, disclose to
others, or use any information, documents, products, or data,
including this Agreement, which is provided or disclosed to you
by us for any purpose other than the fulfillment of your
obligations under this Agreement without our prior written
consent.

23.  ACCEPTANCE BY MNB.  We are authorized to make whatever
inquiries as may be appropriate for purposes of evaluating your
request  to become a Credit or Debit Card merchant.  You warrant
that all information given to us in connection with the Merchant
Application is true, accurate, and complete.  This Agreement is
subject to acceptance and execution by us in the Schedule of Fees
and Charges.


VANGUARD AIRLINES, INC.



By:_____________________________________
     Bill Garrett, Vice President of Finance


MICHIGAN NATIONAL BANK



By:_____________________________________



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