MEMBER SERVICE PROVIDER SALES AND SERVICE
                        CREDIT CARD PROCESSING AGREEMENT

        THIS MEMBER SERVICE  PROVIDER  CREDIT CARD  PROCESSING  AGREEMENT  (this
"Agreement') is made and entered into 1 day of January,  1997. by and among NOVA
Information  Systems,  Inc.,. a Georgia  corporation with its principal place of
business at One Concourse Parkway, Suite 300, Atlanta, Georgia 30328, ("NOVA!'),
REGIONS  BANK,  a  principal  member  of  VISA  U.S.A.,,  Inc.,  and  Mastercard
International  Incorporated  and a bank chartered under the laws of the State of
Alabama with its principal place of business at 25 Washington Avenue, Suite 600,
Montgomery,  Alabama 36104,  ("Member") and U.S.  Wireless Data, Inc. a Colorado
corporation  with its  principal  place of business at 1123 Western  Ave.,  Mill
Valley, CA 94941("MSP").


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

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

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

          A.  "Acceptable  merchant' shall mm a merchant who does not performing
          the services or sales  described  in Schedule  A-Exhibit 1, and who is
          acceptable   to  NOVA  'and  Member,   as  determined  in  their  sole
          discretion, based upon a credit card of the merchant.

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

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

          D.  "Cause"  shall  mean  the  occurrence  of any  one or  more of the
          following-  (i) any failure by MSP to comply in all material  respects
          with the  provisions  of this  Agreement;  (ii) any  failure by MSP to
          follow the credit  policies  and  procedures  established  by NOVA and
          Member from time to time;  (iii) any failure by MSP to comply with the
          Rules and all  applicable  laws and regulatory  requirements,  whether
          Federal  or  state,  (iv)  any  intentional  misrepresentation  by  an
          employee,  officer or director of MSP in connection  with the referral
          of a prospective  merchant or an application by a prospective merchant
          for  services  hereunder',  (v) any  failure by MSP to advise NOVA and
          Member of adverse or  material  changes  in any  Merchant's  financial
          condition of which MSP becomes aware during the Merchant's association
          with NOVA. and member; (vi) the financial  insolvency or bankruptcy of
          MSP; (vii) the occurrence of any event or any action by MSP which NOVA
          or Member  determine  in good  faith to  constitute  unsound  business
          practices or which might  impose a risk of  financial  loss to NOVA or
          Member;  and (viii) any  failure by MSP to provide  appropriate  sales
          agent  support  (including  without  limitation  merchant  application
          review,   site  inspection,   monthly  reporting,   terminal  support,
          commission payment, etc.),

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

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

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

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

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

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

          K. "Merchant Agreement" shall mean a written contractual agreement (in
          a form approved by NOVA and Member and unaltered) executed among NOVA,
          Member and a Referred  Merchant,  as referenced in Section 2.D hereof,
          for  services  related to Credit Cards and  Transactions.  The initial
          form of  Merchant  Agreement  shall be the  form  attached  hereto  as
          Exhibit 1; provided,  however,  the form of Merchant  Agreement may be
          changed by NOVA and Member in their sole discretion.

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

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

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

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

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

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

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

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2.       MERCHANTS AND MERCHANT AGREEMENTS

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

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

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

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

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

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

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

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

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<PAGE>
                    iii. Chargeback and Retrieval Processing;

                    iv. Collections and Fraud Monitoring Service; and

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

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

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

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

                    iii.  Merchant  Supply  Fulfillment  Service  and  equipment
                    fulfillment service;

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

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

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

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

Training.  MSP shall provide to each Referred Merchant necessary training in the
procedures and Rules applicable to the acceptance of Credit Cards, the operation
of terminal  equipment  and the use of NOVA  products  and  services.  MSP shall
initially   train  the  Referred   Merchants,   including,   when   appropriate,
distribution of a merchant set-up kit. MSP shall also train new employees of the
Referred Merchant as necessary.

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

I.        Excluded  Types of  Merchants.  MSP agrees that it or its designee
          will not market the Merchant  Services to any existing  NOVA or Member
          merchant,  any  existing  merchant of a NOVA agent or any  customer of
          NOVA. MSP also agrees to follow the guidelines set forth on Schedule A
          with respect to  soliciting  and referring  merchants.  If MSP has any
          uncertainty  as to whether a  particular  merchant is covered by these
          restrictions or by

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<PAGE>
          Schedule A, MSP will  discuss the matter in good faith with NOVA prior
          to proposing that such Merchant  enter into a Merchant  Agreement with
          NOVA and Member.

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

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

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

3.       COMPLIANCE WITH RULES

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

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

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

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

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

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

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

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

4.       CONDENSATION TO MSP

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

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

5.       DUE CARE AND LIABILITY

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

6.       GENERAL

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

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


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<PAGE>


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

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

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

If to NOVA:                NOVA Information Systems, Inc.
                           One Concourse Parkway, Suite 300
                           Atlanta, Georgia 30328
                           Attn.: James M. Bahin, Chief Financial Officer
                              Facsimile No.: (404) 698-1046

With a copy to:            NOVA Information Systems, Inc.
                           One Concourse Parkway, Suite 300
                           Atlanta, Georgia 30328
                           Attn.: Cathy A. Harper, General Counsel 
                              Facsimile No.: (404) 698-1046

If to Member:              Regions Bank
                           25 Washington Avenue, Suite 600 
                           Montgomery, Alabama 36104
                           Attention:    Jackie D. Oliver

With a copy to:            Steiner, Cnnn & Baker
                           8 Commerce Street, 8th Floor
                           Montgomery, Alabama 36104
                           Attention:    Debra L. Loard, Esquire

If to MSP:                 U.S. Wireless Data, Inc. 1123 Western Ave. 
                           NEII Valley, CA 94941
                           Attention:    Rod L. Stambaugh


         F.    Dispute Resolution. Any controversy, dispute or claim arising out
               of, or in connection with ------------------- this Agreement must
               be  settled  by  final  and  binding  arbitration  to be  held in
               Atlanta,  Georgia in  accordance  with the miles of the  American
               Arbitration  Association  ("AAA"), as may be amended from time to
               time (the "AAA  Rules").  Judgment  upon  award  rendered  by the
               arbitrators may be entered in any court: (i) having  jurisdiction
               thereof,  (ii) having  jurisdiction  over the party  against whom
               enforcement thereof is sought,- or (iii) having jurisdiction over
               any such party's assets. The procedures and law applicable during
               the arbitration of any controversy, dispute or claim will be both
               the AAA Rules and the internal  substantive  laws of the State of
               Georgia (excluding, and without regard to, its or any other

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<PAGE>
               jurisdiction's  rules  concerning  any conflict of laws).  In any
               arbitration  pursuant  to this  Agreement,  the award of decision
               must be  rendered  by at least a  majority  of the  members of an
               arbitration  panel  consisting of three (3) members,  one of whom
               will be appointed by each of the parties hereto.  All arbitrators
               must be persons who are not employees, agents or former employees
               or agents of any  party.  In the  event  that any of the  parties
               hereto  fails to appoint an  arbitrator  within  thirty (30) days
               after  submission of the dispute to arbitration,  such arbitrator
               will be appointed by the AAA in accordance with the AAA Rules.

         G.       Force Majeure.  Neither party shall be liable to the other for
                  any failure or delay in its  performance  of this Agreement in
                  accordance  with its terms if such failure or delay arises out
                  of  causes  beyond  the  control  and  without  the  fault  or
                  negligence of such party.

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

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

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

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

8.       TERMINATION

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

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

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

                                        8
<PAGE>
                    ii. MSP making an  assignment  by MSP for the benefit of its
                    creditors  or an offer of  settlement  or  extension  to its
                    creditors generally;

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

                    the ace of any  material  adverse  change  in ft  nature  or
                    conduct  of the  business  of MSP as  carried on at the date
                    hereof-, or

                    V.  failure by MSP to  perform  its  obligations  under this
                    Agreement.



                           Certain  Post-Termination  Rights.  In the  event  of
                         termination  of this  Agreement,  NOVA and Member shall
                         have the  right in  addition  to the other  rights  and
                         remedies under this Agreement and at law and in equity,
                         to  exercise  a right of set-off  such  funds  payments
                         otherwise due to MSP pursuant to Section 4. A., for any
                         amounts  due to NOVA or Member  hereunder  pursuant  to
                         Section 4.B.,  and, in the event of termination of this
                         Agreement  for cause,  any damages  suffered by NOVA or
                         Member  hereunder  and at law,  then owing or which may
                         thereafter   become  owing.   No  termination  of  this
                         Agreement  shall affect any Merchant  Agreement that is
                         in  effect  as  of  the  time  of  termination,   After
                         termination,  MSP agrees to cooperate in all reasonable
                         respects with NOVA and Member  throughout the remaining
                         term of each  Merchant  Agreement,  MSP  agrees  not to
                         solicit or encourage any Referred Merchant to terminate
                         a Merchant  Agreement  in force with NOVA or Member for
                         any  man  after  the  termination  of  this  Agreement.
                         Sections 5, 6.F, 9,C and 10 shall  survive  termination
                         of @ Agreement.

                         Upon  T@ of MSP,  NOVA  shall  offer  to  enter  into a
                         servicing only agreement  following the  termination of
                         this Agreement to enable MSP to continue  servicing the
                         Referred   Merchants  and   receiving   fees  for  such
                         servicing responsibilities, provided this Agreement has
                         not been terminated for cause by NOVA or Member.

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

         10,    CONFIDENTIALITY - MSP, NOVA and Member each agree that it will @
                in strictest confidence all information and data belonging to or
                relating to the business of the other parties to this Agreement,
                which  is  designated  confidential  by  the  @  to  which  such
                information  or  data  belongs  or  relates  (including  without
                rotation the terms of this Agreement and information  related to
                Referred  Merchants),  and that each party will  safeguard  such
                information  and  data  by  using  the  same  degree  of cm  and
                discretion that it uses with its own data that such party regard
                as confidential.
<PAGE>
                        Credit Card Processing Agreement
                           Schedule A - Credit Policy
                           --------------------------

INTRODUCTION

The following documentation  represents the current NOVA and Member new merchant
Credit Policy.  These guidelines are intended to govern the circumstances  under
which new merchant applications will be approved or declined.

APPLICATION APPROVAL

The  following  represents  the minimum  review  requirements  for new  merchant
applications  generated  by MSP  and  its  representatives.  These  are  minimum
requirements and additional information may be requested by NOVA and Member. Any
changes or exceptions to the following  guidelines  must be approved by NOVA and
Member.  Every new  merchant  application  submitted  for  approval  by MSP must
include or comply with the following requirements:

     The type of business  on the  merchant  application  must not appear on the
     "Prohibited  Products" or "Prohibited Methods of Selling" categories of the
     "Restricted  Merchant List" (See Exhibit 1). Certain @s of businesses  that
     appear  in the  "Restricted  Business  List"  category  of the  "Restricted
     Merchant List" may be considered for approval when Additional Documentation
     Required for Exceptional Merchants as listed below is provided.

     The  new  merchant  application  must  be  completed,  including:  type  of
     business;   officer/owner   information   including  ownership   structure;
     VISA/MasterCard   volumes   and   average   ticket;   signatures   of   the
     officers/owncrs;  site survey; percentage of the Mail Order/Telephone Order
     ("MO/TO") volume.

     A properly executed,,  unaltered NOVA/Member Merchant Processing Agreement.
     Execution  of  the   Agreement   should  be  witnessed  by  an   authorized
     representative of MSP.

     A properly executed receipt for Referral Merchant funds, if applicable.

     A  completed  debit/credit  authorization  form  signed  by  an  authorized
     officer/owner of the merchant, together with voided check with the complete
     transit and routing and demand deposit account numbers attached.

     Completed site survey report which  designates the correct type of business
     and inventory  sufficient to support the projected  VISA/MasterCard  sales.
     The  site  survey  report  must be  signed  by a MSP  representative  or an
     independent third party inspection service acceptable to NOVA.

     Adequate personal  information to allow NOVA and Member to perform a credit
     review.  A negative  credit review (for example,  prior or outstanding  tax
     liens, judgments, collection accounts, multiple slow pay accounts, etc.) or
     lack of personal credit may result in the application being declined. NOTE:
     At least two of the following credit bureaus must be used to provide credit
     information:  CBI  Equifax;  TRW;  TransUnion;  Dun  &  Bradstreet  Report;
     Acceptable Combined Terminated Merchant File inquiry.

     One month current merchant statements from previous processor.




<PAGE>
                        Credit Card Processing Agreement
                     Schedule A - Credit Policy (continued)

     In cases where the disposition of the merchant  application is not apparent
     based on the above information,  the following  information may be required
     by NOVA/Member:

     -   Audited Financial Statements,
     -   Corporate Tax Returns;
     -   Personal Tax Returns (Principals);
     -   Copy of Printed Sales Material;
     -   Copy of Return Policy;
     -   Copy of Articles of Incorporation or Business License;
     -   Detailed  description  of how  merchant  conducts  business  relative 
         to deliveries, deposits and telephone sales;
     -   Six months of most recent  VISA/MasterCard  processing  statements OR
         six months of most recent business checking statements.


Derogatory Background Information:

     - In  general,  payments  now  current  that  were  past  due  will  not be
     questioned unless they are the norm for the report

     - In  general,  payments  past  due of  30-60  days  will  not  hold up the
     application unless they exceed $500 or are the non-n for the report

     - Proof of satisfaction  will be requested for any outstanding  judgment or
     lien over $500

     - Further  explanation and possibly proof of satisfaction will be requested
     for any legal item with a dollar amount attached in excess of $500

     - Any  charge  off in excess  of $500  will be  viewed  as a  substantially
     derogative piece of the overall report

     - Any single  negative item in excess of $1,000 will be viewed as seriously
     derogative

     - Foreclosure and repossessions are considered seriously derogative


     Exceptional Merchants Include the Following:

     - Merchants processing greater than 25% MO/TO

     - Merchant processing Out of Home Sales

     - Merchants with bankcard volume greater than $2.5 million annually

     - Merchants with type of business  appearing in "Restricted  Business List"
     category of "Restricted Merchant List"

     The  following  Additional  Documentation  will be  required  in order  for
     Exceptional Merchants to be considered for approval:

     - Most  recent  audited  Balance  Sheet &  Income  Statement  OR 2 years of
     corporate tax returns (personal if business in not incorporated)

     - Copy of [] Business Certification, OR [I Business License, OR [] Articles
     of Incorporation

     - Detailed  description  of how  merchant  conducts  business  relative  to
     deliveries, deposits and telephone sales

     - 6 months of recent processing  statements OR, if processor statements not
     available, 6 months most recent checking account statements

     - 2 photographs of merchant location: Outside displaying signage and Inside
     displaying inventory

<PAGE>
                        Credit Card Processing Agreement
                     Schedule A - Credit Policy (continued)

                                   SCHEDULE A

                                    Exhibit I

                            Restricted Merchant List

Restricted Business List

Apartment Houses
Auctions
Bail Bond Service
Bars/Tavems (not serving food)
Car Rental Agencies
Card Rooms
Cellular Telephone Companies
Charitable Organizations
Check Cashing Institutions
Collection Agencies
Companion or Escort Services
Computer Hardware and Software
Cooperative Consumer Discount Groups
Credit Restoration/Repair Agencies
Dating Services
Employment Agencies
Gambling Establishments
General Contractors/Home Improvement/ Home Repairs
Health Spas/Clubs (except country clubs)
Income Tax Services
Insurance Agencies
Lawyers/Law Finns Engaged in Bankruptcy
Limousine or Taxi Service
Long Distance Providers (blocks of phone time)
Mall Kiosks
Massage Parlors
Modeling Agencies/Star Search
Monthly recurring billing by MO/TO
Professional Billing Services
Resort Land Promotions
Restune Preparers

Restricted Business List (con't)

Sexual Encounter Firms
Software Vendors
Sports Forecasting
Talent Booking Agencies
Third Party Hotel Reservation Services
Towing Services
Travel Agencies/Clubs
Used Car Lots/Sales

Prohibited Products

Drug Paraphernalia
Investment Opportunities
Lotteries or Raffles
Pawn Shops
Phone Cards
Pomographic/Adult Materials
Real Estate Services
Time Share Condo Sales
Water Purification

Prohibited Methods of Selling

Door to Door
Flea Markets
Membership Type Business @d/Multi Level Sales Sales Out of Home
Neighborhood Party Type Sales Future Services

This list is not meant to be all inclusive and  applications  for businesses not
on this list may be declined for of business.
<PAGE>

                                   SCHIEDULE B



(Confidentially  for this page of this document has been  requested  pursuant to
Commission rule 24b-2.  The omitted  material has been filed separately with the
Commission.)