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                                                                   Exhibit 10.39

                            EMPLOYMENT AGREEMENT AND
                         UNDERTAKING OF CONFIDENTIALITY

         In consideration of their mutual promises and agreements and subject to
the terms and conditions set forth below in this Employment Agreement and
Undertaking of Confidentiality ("Agreement"), National Processing, Inc., an Ohio
corporation ("NPI"), and Robert E. Showalter ("Employee") hereby agree as
follows:

         1. NPI agrees to employ Employee in the position of President and CEO
and at an annual salary of at least $300,000 that will be paid by NPI or one of
its affiliates for the term of this Agreement, and to make available to Employee
those benefits provided by NPI to employees with similar responsibilities, all
as amended from time to time, upon the terms and conditions set forth below.

         2. Employee agrees to use his best efforts to perform the duties
assigned to him/her by NPI.

         3. Employee acknowledges and agrees that in the performance of his
duties of employment he may be brought into frequent contact with clients and
potential clients of NPI and its affiliates either in person, through the mails,
by telephone or by other electronic means. Employee also acknowledges and agrees
that trade secrets and confidential information of NPI and its affiliates, more
fully described in paragraph 12 of this Agreement, gained by Employee during his
employment with NPI, have been developed by NPI and/or it affiliates through
substantial expenditures of time, effort and financial resources and constitute
valuable and unique property of NPI. Employee further understands, acknowledges
and agrees that the foregoing makes it necessary for the protection of the
businesses of NPI and its affiliates ("NPI's Business") that Employee not
compete with NPI or its affiliates during the term of this Agreement and for a
reasonable period thereafter. For purposes of this Agreement, NPI's Business
shall include, but not be limited to, the following whether conducted by NPI or
one of its affiliates:

         Bankcard Services: the acquisition and processing of credit and debit
         card transactions accepted by merchants at the point of sale.

         Check Services: the guarantee, authorization, and collection of checks
         accepted at the point of sale.

         Corporate Payable: corporate accounts payable, processing and payment,
         and related data processing.

         Travel Services: the receipt, processing, and collection of Travel
         Agent payments being made to the Airlines as the result of tickets
         issued by the Agents, the processing of airline documents for the
         airlines, and the financial settlement operations between
         transportation industry providers (e.g., hotels, car rentals, airlines,
         travel agents, event suppliers).


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         Retail Lockbox Services: the receipt, processing, and collection of
         consumer payments being made to corporations for services rendered.

         Freight Services: the processing of freight accounts payable, audit,
         and payment, and related data processing.

         Electronic Information Services: customized outsourcing solutions,
         including call center operations, data capture, and data management
         services utilizing labor and/or image processing.

         4. Employee agrees that he will not, during the term of this Agreement,
compete with NPI or its affiliates within the continental United States.
Employee agrees that, in accordance with this restriction, but without limiting
its terms, he will not during the term of this Agreement:

         (i)      enter into or engage in any business that competes with NPI's
                  Business; or

         (ii)     solicit any customers, clients, business, patronage or orders
                  for, or sell any services in competition with, or for any
                  business that competes with NPI's Business; or

         (iii)    divert, entice, or take away any customers, clients, business,
                  patronage or orders of NPI, or attempt to do so; or

         (iv)     promote or assist, financially or otherwise, any person, firm,
                  association or corporation engaged in any business that
                  competes with NPI's Business.

         5. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, enter
into or engage in any business that competes with NPI's Business.

         6. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, solicit
customers, clients, business, patronage, or orders for, or sell any services in
competition with NPI's Business.

         7. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, divert,
entice, or otherwise take away any customers, clients, business or orders of NPI
or attempt to do so.

         8. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, promote
or assist financially or otherwise, any person, firm, association, partnership,
corporation, or other entity engaged in any business that competes with NPI's
Business.

         9. For the purposes of paragraphs 4 through 8, inclusive, Employee
understands and agrees that he will be competing if he engages in any or all of
the activities set forth therein directly as an individual on his own account,
or indirectly as a partner, joint venturer, employee, agent, salesman,
consultant, officer and/or director of any firm or corporation, or as a
stockholder of any corporation in which Employee or Employee's spouse, child or
parent owns, directly or indirectly, individually or in the aggregate, more than
ten percent (10%) of the outstanding stock.

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         10. If it shall be judicially determined that Employee has violated any
of his obligations under paragraphs 4 through 8, inclusive, then the period
applicable to the obligation which Employee shall have been determined to have
violated shall automatically be extended by a period of time equal in length to
the period during which said violation(s) occurred.

         11. During the term of this Agreement and for one (1) year thereafter,
Employee agrees that he will not, directly or indirectly, solicit or induce or
attempt to solicit or induce any employee of NPI or any of its affiliates to
terminate his/her employment, representation or other association with NPI or
any of its affiliates.

         12. Employee will keep in strict confidence, and will not, directly or
indirectly, at any time during or after his employment, disclose, furnish,
disseminate, make available or use (except in the course of performing his
duties of employment hereunder) any trade secrets or confidential business and
technical information of NPI or any of its affiliates or its customers or
clients, without limitation as to when or how Employee may have acquired such
information. Such confidential information shall include, the whole or any
portion or phase of any scientific or technical information, design, process,
procedure, formula, pattern, compilation, program, device, method, technique or
improvement, or any business information or plans, financial information, or
listing of names, addresses or telephone numbers, including without limitation,
information relating to any of NPI's or its affiliates' customers or prospective
customers, NPI's or its affiliates' customer lists, contract information
including terms, pricing and services provided, information received as a result
of customer contacts, NPI's or its affiliates' products and processing
capabilities, methods of operation, business plans, financials or strategy, and
agreements to which NPI or any of its affiliates may be a party. Employee
specifically acknowledges that such information, whether reduced to writing or
maintained in the mind or memory of Employee and whether compiled by NPI or any
of its affiliates and/or Employee, derive independent economic value from not
being readily known to or ascertainable by proper means by others who can obtain
economic value from its disclosure or use, that reasonable efforts have been put
forth by NPI to maintain the secrecy of such information, that such information
is the sole property of NPI and that any retention and use of such information
during or after his employment with NPI (except in the course of performing his
duties of employment hereunder) shall constitute a misappropriation of NPI's or
its affiliates' trade secrets. Employee further agrees that, at the time of
termination of his employment, he will return to NPI, in good condition, all
property of NPI and its affiliates, including, without limitation, the
information identified above. In the event that said items are not so returned,
NPI shall have the right to charge Employee for all reasonable damages, costs,
attorney's fees and other expenses incurred in searching for, taking, removing,
and/or recovering such property.

         13. During the term of this Agreement and for one (1) year thereafter,
Employee agrees to communicate the contents of this Agreement to any person,
firm, association, or corporation that he intends to be employed by, associated
with, or represent, that is engaged in a business that is potentially
competitive to NPI's Business.

         14. Employee acknowledges and agrees that the remedy at law available
to NPI for breach of any of Employee's obligations under this Agreement would be
inadequate, and agrees and consents that in addition to any other rights or
remedies that NPI may have at law or in equity, temporary and permanent
injunctive relief may be granted in any proceeding that may be

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brought to enforce any provision contained in paragraphs 4 through 8, inclusive,
of this Agreement, without the necessity of proof of actual damage.

         15. Employee acknowledges that his obligations under this Agreement are
reasonable in the context of the nature of NPI's business and the competitive
injuries likely to be sustained by NPI and/or its affiliates if Employee
violated such obligations. Employee further acknowledges that this Agreement is
made in consideration of, and is adequately supported by the obligations
undertaken by NPI in paragraph 1 above, which Employee acknowledges constitutes
new and/or good, valuable and sufficient consideration. Employee acknowledges
that his employment relationship with NPI is and following the execution of this
Agreement shall continue to be "at will," and may be terminated at any time and
for any reason, or for no reason, by NPI or by Employee. However, if NPI
terminates Employee's employment for reasons other than cause and/or violation
of this Agreement prior to the end of the term of this Agreement, then NPI shall
(i) pay Employee an amount equal Employee's monthly base salary at the time of
termination each month from the date of termination through the end of the term
of this Agreement, (ii) pay to Employee an annual bonus on each successive March
1 through the end of the term of this Agreement with such bonus being in an
amount equal to the total of the target awards of all bonus plans (NPI's and any
affiliate's) in which the Employee is a participant at the time of termination,
and (iii) provide him with benefits similar to those in place at the time of
termination through the end of the term of this Agreement, so long as Employee
does not violate any part of this Agreement. For the purposes of this Agreement,
"Cause" is defined as fraud, misconduct and/or violation of NPI's employment
policies. The payments and benefits referred to in this section 15 shall cease
to be paid and provided prior to the end of the term of this Agreement at such
time as the Employee receives payment underthat certain Severance Agreement
dated December 19, 1994 by and between Employee and National City Corporation,
as such agreement is amended from time to time, or any successor or similar
agreement.

         16. The term of this Agreement shall commence on March 11, 1997 and
continue through March 31, 2000.

         17. The failure of NPI to enforce any provision of this Agreement shall
not be construed to be a waiver of such provision or of the right of NPI
thereafter to enforce each and every provision.

         18. This Agreement supersedes all previous agreements, written or oral,
between Employee and NPI. No modification, waiver, amendment or addition to any
of the terms of this Agreement shall be effective except as set forth in a
writing signed by Employee and NPI.

         19. All provisions, terms, conditions, paragraphs, agreements and
covenants ("Provisions") contained in this Agreement are severable and, in the
event any one of them shall be held to be invalid by any competent court, this
Agreement shall be interpreted as if such Provision was not contained herein,
and such determination shall not otherwise affect the validity of any other
Provision. The within Provisions shall be applicable irrespective of whether
such termination shall be by NPI or by the Employee, whether voluntary or
involuntary, whether for cause or without cause, and whether by reason of the
expiration of this or any other written or oral agreement or arrangement (or any
extensions thereof) with NPI.


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         20. While the restrictions set forth herein are considered by the
parties to be reasonable in all circumstances, it is recognized that
restrictions of this nature may fail for reasons unforeseen, and accordingly it
is hereby agreed and declared that if any of such restrictions shall be adjudged
to be void as going beyond what is reasonable in all the circumstances, but
would be valid if the geographical area or temporal extent were reduced in part,
or the range of activities or area dealt with thereby reduced in scope, the said
restriction shall apply with such modification as may be necessary to make it
valid and effective.

         21. NPI shall have the right to sell, assign or transfer this Agreement
with all its rights, title and interest and any assignee will acquire all of the
rights and assume all of the obligations of NPI under this Agreement. This
Agreement and all conditions imposed herein shall be binding upon and inure to
the benefit of Employee and NPI.

         22. This Agreement shall be governed by, and construed in accordance
with, the internal, substantive laws of the Commonwealth of Kentucky. Employee
agrees that the state and federal courts located in the Commonwealth of
Kentucky, shall have jurisdiction in any action, suit or proceeding against
Employee based on or arising out of this Agreement and Employee hereby: (i)
submits to the personal jurisdiction of such courts; (ii) consents to service of
process in connection with any action, suit or proceeding against Employee; and
(iii) waives any other requirement (whether imposed by statute, rule of court or
otherwise) with respect to personal jurisdiction, venue or service of process.

         Employee represents that, prior to signing this Agreement, he has read,
fully understands and voluntarily agrees to the terms and conditions as stated
above, that he was not coerced to sign this Agreement, that he was not under
duress at the time he signed this Agreement and that, prior to signing this
Agreement, he had adequate time to consider entering into this Agreement,
including without limitation, the opportunity to discuss the terms and
conditions of this Agreement, as well as its legal consequences, with an
attorney of his choice.

         IN WITNESS WHEREOF, the Employee, having read and fully understood each
of the foregoing provisions, has executed this Agreement as of this 11th day of
March, 1997.

                                           ROBERT E. SHOWALTER  ("EMPLOYEE")

                                           /S/ ROBERT E. SHOWALTER
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                                                      (Signature)

                                           NATIONAL PROCESSING, INC.  ("NPI")

                                           By: /S/ WILLIAM R. ROBERTSON
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                                                  William R. Robertson
                                                         Chairman



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