EXHIBIT 10.11


                              ACCESS SERVICES, INC.
                    TRANSACTION PROCESSING SERVICES AGREEMENT

         This  Agreement  ("Agreement")  is made  effective as of the 1st day of
August 1998, ("Effective Date") by and between Access Services,  Inc., a Georgia
corporation  with its principal place of business at 1111 Alderman Drive,  Suite
490,  Alpharetta,  Georgia 30005  ("ASI"),  and Equifax Card  Services,  Inc., a
Florida  corporation  with its  principal  place of business at 11601  Roosevelt
Boulevard, St. Petersburg, Florida 33716 Equifax

                             BACKGROUND INFORMATION
                             ----------------------

         ASI owns and operates a computer  system for the  processing of various
types of  transaction  data,  including,  but not limited to,  transaction  data
originating  from credit,  debit and check payment  methods (the "ASI  System").
Equifax  provides  transaction  related  products and  services to banks,  other
financial institutions and their merchant customers (individually,  a "Merchant"
or collectively, "Merchants"). Equifax desires to utilize the ASI System for its
own use and use by Merchants,  and the parties desire to set forth the terms and
conditions  whereby ASI will  provide  such  services.  Accordingly,  for and in
consideration of the promises and mutual covenants hereinafter set forth and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

                              OPERATIVE PROVISIONS
                              --------------------

1.       SERVICES PROVIDED.
         -----------------

         1.1 ASI will make  available to Equifax and the  Merchants the services
of  the  ASI  System  for  the  online  and  batch  processing  of  transactions
originating from Visa,  MasterCard,  American Express,  Diners Club, Novus, JCB,
Carte  Blanche,  Fleet,  proprietary  credit cards,  debit cards and checks from
merchants who subscribe to  authorization  services from Equifax Check Services,
Inc.  (ASI shall  adapt the ASI System to  accommodate  the check  authorization
applications  developed by Equifax Check Services,  Inc.,  within 90 days of the
Effective  Date).  The  foregoing  services  will include  authorization,  draft
capture,  electronic  transmission  of the data for  settlement and provision of
summary transaction reports to Equifax. ASI will not make available, or offer to
promote. any services to Merchants that are competitive to the Merchant Services
offered by Equifax, including any services provided by or available from Equifax
Check Services,  Inc. From time to time, during the term of this Agreement,  the
parties may add to the services provided on the ASI System and made available to
Merchants.  ASI grants  Equifax  the  authority  to provide  Merchants  with the
necessary  information  so that  Merchants  may access  and use the ASI  System,
including  granting  Equifax a perpetual,  world-wide,  royalty-free  license to
distribute  and  sublicense  ASI's   point-of-sale   terminal   applications  to
Merchants.  The fees for  utilization  of the services of the ASI System are set
forth in section 2.

         1.2 ASI will make available to Equifax additional goods and transaction
processing  services as requested by Equifax and agreed to by ASI.  Upon receipt
notice of Equifax's  request for such  services,  ASI will respond within thirty
(30) days to Equifax with either:  (i) a proposal  detailing  the terms by which
ASI will  incorporate  such services into the ASI System for the use and benefit
of Equifax,  including  the fees  related  thereto,  or (ii) a statement  by ASI
declining  Equifax's  request.  If ASI and  Equifax  agree upon a  proposal  for
additional services,  such services will be provided to Equifax according to the
terms agreed upon, and unless specifically agreed to the contrary,  according to
the terms of this Agreement.

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         1:3  ASI  will  provide  to  Equifax  the  services  necessary  for the
researching, retrieval and archiving of he data associated with the transactions
processed on behalf of Equifax and of the Merchants through the ASI System.  ASI
will make such services  available in the same manner and in accordance with the
same  policies  finder  which ASI makes such  services  available  to all of its
clients,  and in no event shall such  services  fail to meet  industry  accepted
standards or fail to comply with all applicable by-laws,  rules,  regulations or
laws, including =hose promulgated by Visa, MasterCard,  American Express, Diners
Club, Novus, JCB, and Carte Blanche. The fees for such services will be the fees
set forth in the attached ASI Pricing Schedule.

2.       FEES.
         -----

         2.1  Equifax  will pay ASI the fees and  charges  set  forth in the ASI
Pricing Schedule,  attached,  for its use of ASI services and the ASI System. If
any  Merchant  previously  authorized  by Equifax to use the services of the ASI
System is no longer so authorized by Equifax, Equifax will give ASI at least ten
(10) days prior written  notice,  and Equifax will be  responsible  for all fees
associated with Merchant  transactions that occur prior to the expiration of the
ten (10) day notice period.

         2.2  Equifax will pay ASI a minimum of $10,000.00 a month in total fees
commencing one (1) year after the Effective Date.

         2.3  All fees and charges are stated  exclusive of any applicable taxes
or  assessments,  and  Equifax  will  pay  an  additional  amount  equal  to any
applicable  taxes  or  assessments  which  may  be  levied  or  assessed  by any
governmental or taxing authority,  for the services provided hereunder,  and the
supplies furnished by ASI in rendering the services, except such taxes as may be
based  solely  on  ASI's  net  income.  In the  event  ASI  pays any such tax or
assessment,  Equifax will  reimburse ASI within thirty (30) days' notice of such
payment.

         2.4  ASI reserves  the right to increase the fees and charges set forth
in this Agreement as of the following  period by giving at least sixty (60) days
advance written notice prior to the end of the then-current period.

3.       PAYMENT.
         -------

         3:1  ASI will electronically  draft Equifax's primary merchant clearing
account  or such  other  account  specified  in  writing  to ASI,  at  Equifax's
financial  institution,  for  payment  of the  invoices  sent  to  Equifax.  The
electronic  draft will occur on the twentieth  (20th) day of the month following
the month  services  are  provided and will be  accomplished  via the  Automated
Clearing House (ACH).

4.       PROTOCOLS AND NETWORK CONFIGURATION.
         -----------------------------------

         4.1  Equifax and the  Merchants  will  access  directly  the ASI System
utilizing data communication  protocols,  transaction  formats and point-of-sale
devices approved by ASI for use with and on the ASI System.

         4.2  ASI  will  provide,  upon  request,  installation,  servicing  and
maintenance of point-of-sale  devices and related  equipment,  in the Merchants'
facilities,  and the connection of those devices to the ASI System in compliance
with the ASI requirements as attached.

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         4.3  ASI reserves the right to change all or part of the  protocols and
the  network  configuration  used by ASI in  providing  the  services of the ASI
System,  provided that if any change in the network  configuration would require
the Merchants to change data communication  protocols or communication networks,
ASI will provide Equifax with sixty (60) days prior written notice.

         4.4  ASI will provide and maintain various network services for the use
of  Merchants  and ASI's other  clients.  Equifax  will pay for the use of these
network  services  on a per  transaction  fee  basis or as  provided  under  the
communication fees section of the ASI Pricing Schedule, section 13.

5.       AUDIT PROCEDURE.
         ---------------

ASI agrees that the performance of its services for Equifax hereunder is subject
to examination by the authorized representatives of Equifax, Equifax's auditors,
federal  bank  examiners,  and/or  representatives  of other  federal  and state
regulatory agencies.  Upon notice at least ten (10) days in advance of any audit
or examination  request, ASI will allow such auditors and/or examiners access to
ASI's place of business  during normal  business hours and furnish such auditors
and/or examiners with information,  data and reports as are reasonably requested
by  them.  If the  request  for an  audit or  examination  concerning  Equifax's
business does not originate from Equifax,  ASI will notify Equifax in writing of
such  request.  If ASI is provided a written  request  concerning  such audit or
examination,  ASI  will  likewise  provide  a copy to  Equifax.  Notwithstanding
anything  in this  section 5 to the  contrary,  ASI will not be  responsible  to
furnish or provide access to any  information  which is not directly  related to
Equifax's business or provision of transaction processing by ASI for Equifax.

6.       CONFIDENTIAL INFORMATION.
         ------------------------

         6.1  Both  parties.  shall  treat  all  information  designated  by the
providing party as proprietary ("Confidential  Information"),  as a trade secret
and strictly confidential,  including, without limitation, as to ASI, the System
and  information  relating  to the  System  and,  as to  Equifax,  all  Merchant
information.   Both  parties  certify  that  they  shall  utilize   Confidential
Information  only as provided in this  Agreement.  Both parties  shall  restrict
disclosure of Confidential Information to their employees and agents solely on a
"need to know"  basis;  advise  their  own  employees  and  agents  of their own
obligations to maintain the confidentiality of Confidential Information; and use
all means  necessary  to comply  with the  confidentiality  obligations  of this
Agreement.  Notwithstanding  anything in this  Agreement to the  contrary,  both
parties  shall not be  obligated  to  preserve  the  confidential  nature of any
Confidential  Information  which: (i) was previously  known;  (ii) is or becomes
available  to any member of the public by other  than  unauthorized  disclosure;
(iii) was or is  independently  developed;  (iv) is released for disclosure with
written  consent;  or (v) is received from a third party to whom the information
was disclosed without restriction.  Disclosure of Confidential Information shall
not be precluded if the  disclosure is: (i) required by law; (ii) is in response
to a valid  order of a court or other  governmental  body of the United  States,
provided,  however,  that the  receiving  party shall  first have given  written
notice  to the  providing  party  and  made a  reasonable  effort  to  obtain  a
protective  order  requiring the  information  so disclosed be used only for the
purpose set forth in the original order.

         6.2  Each party expressly  acknowledges  and agrees that its failure to
comply with the provisions of section 6.1 herein will cause irreparable harm and
damage to the  disclosing  party for which  the  disclosing  party  will have no
adequate  remedy at law. Each party  further  agrees that it shall not raise the
reparability  of harm or the  adequacy  of  remedy as a  defense  to any  action
brought by the other party to enjoin use of the  Confidential  Information or to
obtain other equitable or legal relief.

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         6.3  ASI shall disclose  promptly to Equifax, any and all  discoveries,
improvements,  copyrights,  systems or computer  programs  based, in whole or in
part, on Equifax's Confidential Information that it may create solely or jointly
during the term of this Agreement  (collectively and  individually,  "Derivative
Works"). The exclusive right of ownership,  relating to the Derivative Works, is
and shall remain the  exclusive  property of Equifax.  ASI shall,  upon request,
sign  all  documents  necessary  to  vest  title  in  Equifax  to any  copyright
application prepared by Equifax and covering the Derivative Works.

7.       WARRANTIES AND LIMITATION OF LIABILITY.
         --------------------------------------

         7.1  ASI warrants and represents to Equifax that:

              (i)   It is duly organized and in good standing  under  applicable
                    law.

              (ii)  The execution and  performance  of this  Agreement is within
                    its corporate powers.

              (iii) During the term of this  Agreement,  it will comply with all
                    federal,  state and local laws Ad regulations  applicable to
                    the duties to be performed by it under this Agreement.

              (iv)  There is no action,  suit or  proceeding  pending or, to its
                    knowledge,  threatened  that  might  impair  its  ability to
                    perform its obligations under this Agreement.

              (v)   By transmitting an authorization  request to Equifax through
                    the Internet, if applicable,  it has authenticated:  (a) the
                    electronic message or transaction which formed the basis for
                    the  authorization  request;  (b) the  identification of the
                    cardholder;  (c) the  identification of the issuer;  (d) the
                    data   contained  in  the   electronic   transaction   which
                    precipitated  the   authorization   request;   and  (e)  the
                    identification  of the  Merchant who is selling the goods or
                    services to the Cardholder.

              (vi)  Any  information  transmitted to Equifax by ASI is free from
                    mistakes, omissions, errors, viruses, or other defects which
                    could cause delays in the operation of,  transmission  from,
                    or  otherwise  damage any  records,  programs or services of
                    Equifax;

              (vii) It  will  promptly   notify  Equifax  if  it  discovers  any
                    mistakes,  omissions,  errors,  viruses,  or  other  defects
                    described above and further inform Equifax .of: (a) the date
                    it  was  discovered;  (b)  the  method  of  transmission  or
                    causation; and (c) the corrective action taken by ASI.

              (viii)It will use its best efforts to provide prompt and efficient
                    services and have the ASI System  operating on a 24 hour per
                    day, 7 day per week basis;

              (ix)  It will,  at its  expense,  use best  efforts to correct any
                    errors  which  are due to  malfunction  of ASI's  computers,
                    operating systems, programs, or the ASI System, or errors by
                    ASI's  employees or agents within 2 hours after the error is
                    discovered.  (Equifax  reserves  the  right to  suspend  its
                    performance  and/or terminate this Agreement without penalty
                    if ASI cannot correct the error within 48 hours of notice);

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              (x)   The  Software,  hardware  and  equipment  utilized by ASI to
                    perform  services  under this  Agreement  and the ASI System
                    include, or shall include, at no additional cost to Equifax,
                    design  and  performance  capabilities  so  that  prior  to,
                    during,  and after the  calendar  year  2000,  they will not
                    produce  invalid or incorrect  results or an abnormal ending
                    to transactions because of the year 2000 date change;

              (xi)  Its services  are in  compliance  with the highest  industry
                    standards; and

              (xii) Its services and the ASI System will be available for use by
                    Merchants 99 % of the time.

         7.2  ASI shall not be liable for failure to  provide  services  if such
failure is due to any cause or condition  beyond its  reasonable  control.  Such
causes or conditions shall include,  but shall not be limited to, acts of God or
of the  public  enemy,  acts  of the  Government  in  either  its  sovereign  or
contractual  capacity,  fires,  floods,   epidemics,   quarantine  restrictions,
strikes,  mass  shortages of labor or materials,  freight  embargoes,  unusually
severe weather,  electrical power failures, or other similar causes beyond ASI's
control  and ASI shall  have no  liability  for  losses,  expenses  or  damages,
ordinary,  special or consequential  resulting  directly or indirectly form such
causes.  If ASI's failure to provide the services under this Agreement is caused
by the  default of a  subcontractor,  and if such  default  arises out of causes
beyond the  control of both ASI and the  subcontractor,  ASI shall not be liable
unless the  supplies or services  under this  Agreement  to be  furnished by the
subcontractor  were  obtainable  from other sources in sufficient time to permit
ASI to fulfill its obligations hereunder and at a cost substantially the same as
ASI was obligated to pay such subcontractor.

         7.3  UNDER NO CIRCUMSTANCES  SHALL ASI BE LIABLE FOR ERRORS OR FAILURES
CAUSED BY EQUIFAX'S  SOFTWARE OR  OPERATIONAL  SYSTEMS.  THE  WARRANTIES IN THIS
SECTION  ARE  EXCLUSIVE  AND ARE IN LIEU OF ALL OTHER  WARRANTIES,  AND  EQUIFAX
HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT
NOT  LIMITED  TO, ANY  WARRANTY  OF  MERCHANTABILITY  OR  FITNESS  FOR USE FOR A
PARTICULAR PURPOSE.

         7.4  Neither party shall  require the other party to take any action in
performing its obligations  under this Agreement which would result in the other
party's being in violation of any  applicable  law or regulation  promulgated by
any governmental or quasi governmental body.

         7.5  Each party shall indemnify  and hold harmless the other party from
and against any and all  claims,  actions,  demands,  losses,  costs,  expenses,
liabilities and other amounts including,  without limitation,  legal fees, costs
and expenses  (including such fees,  costs and expenses of appeals),  whether or
not litigation is commenced,  imposed upon,  incurred by or asserted against the
indemnified party, arising out of this Agreement. NOTWITHSTANDING THE FOREGOING,
NEITHER  PARTY  SHALL  BE  LIABLE  TO  THE  OTHER  PARTY  FOR  ANY  INDIRECT  OR
CONSEQUENTIAL  DAMAGES INCLUDING,  BUT NOT LIMITED TO, LOST PROFITS, EVEN IF THE
PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGE.

         7.6  Notwithstanding  anything to the  contrary in this  Agreement,  if
notified of any action brought  against Equifax or any Merchant based on a claim
that  services  provided  by ASI  pursuant to this  Agreement  or the ASI System
infringe a patent or  copyright,  ASI will defend such action at its expense and
will promptly pay any and all fees, costs or damages that may be awarded in such
action  or  resulting  settlement,  and,  in  addition,  will  promptly  pay all

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attorneys' fees,  investigation  fees and costs incurred by Equifax or Merchants
as a result of the action brought against Equifax and/or Merchant.  In the event
that a final  injunction is obtained  against Equifax or a Merchant  prohibiting
use of ASI  services,  the ASI  System  or of any  part  thereof  by  reason  of
infringement of a patent or copyright, ASI will at its option either: (i) at its
expense, procure the right for Equifax or the Merchant to continue using the ASI
services  or the ASI System;  or (ii)  procure and  implement,  at its  expense,
alternative.   services  which  furnish  the  same  or  substantially  the  same
functionality.

8.       COMPLIANCE WITH OPERATING RULES AND REGULATIONS.
         -----------------------------------------------

         8.1  ASI and Equifax  will each be  responsible  to know and conform in
their  respective  capacities  to  the  bylaws,  rules,  regulations  and  other
requirements as established by Visa,  MasterCard,  Discover,  American  Express,
Diners Club,  Carte  Blanche,  JCB,  various  debit  networks and any other like
entity necessary for the provision of services of the ASI System.

         8.2  ASI will not be  responsible for failure of Equifax,  or Equifax's
employees  and   subcontractors,   or  the   Merchants,   their   employees  and
subcontractors,  to comply with any of the rules or  regulations  stipulated  in
section 8.1. Equifax will not be responsible for failure of ASI, ASI's employees
and  subcontractors  or the Merchants,  their  employees and  subcontractors  to
comply with any of the rules and  regulations  stipulated in section 8.1. Either
party suffering damages, costs, fines or penalties due to the fault of the other
relating  to the  rules  or  regulations  stipulated  in  section  8.1  shall be
indemnified by the other in accordance with section 7.3 herein.

         8.3  For  the   purposes  of   compliance   with  the  VISA   operating
regulations,  Equifax appoints ASI as its agent to use the VISA data process and
communication  system,  and agrees to  register  ASI,  as its  agent,  with VISA
pursuant to such  regulations.  To the extent any other credit card  association
-or credit card issuing  company,  now or in the future requires a similar agent
designation and registration, Equifax will so designate and register ASI.

9.       INTEREST AND ATTORNEYS FEES.
         ---------------------------

         All amounts unpaid when due under this Agreement shall bear interest at
the rate of one and  one-half  percent  (1 1/2%) per month (but in no event more
than the highest rate of interest legally  allowable) on such delinquent  amount
from its due date until the date of  payment.  If an  attorney  is  employed  to
enforce the terms of this  Agreement,  the  prevailing  party in any  litigation
shall be entitled to recover its reasonable attorney's fees and court costs from
the other party.

10.      DEFAULT.
         -------

         Either party shall be deemed to be in default  under this  Agreement if
it fails to perform any of its material  obligations  hereunder and such failure
is not cured within thirty (30) days after notice from the other party.

11.      TERM AND TERMINATION.
         --------------------

         11.1 The  initial  period of this  Agreement  shall be three (3) years.
Thereafter, this Agreement shall automatically renew for successive one (1) year
periods unless earlier terminated as set forth herein.

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         11.2 Either party hereto may terminate  this  Agreement in its entirety
upon written notice thereof if the other party files a voluntary  petition for a
reorganization  under the  Bankruptcy  Code or a petition  shall he filed by any
third party for a reorganization  and such proceeding is not dismissed in ninety
(90) days, or if any substantial  part of such party's  property becomes subject
to any levy, seizure, assignment,  application or sale for or by any creditor or
governmental agency.

         11.3 In addition to any other  remedies at law or in equity to which it
is  entitled,   Equifax  reserves  the  right  to  suspend  its  performance  or
immediately terminate all or any part of this Agreement, without notice, if ASI:
(i) is in breach of this Agreement for more than ten (10) business days: (ii) is
the subject of a dissolution or bankruptcy action; (iii) suffers the appointment
of a receiver or trustee;  (iv)  transfers  all,  or  substantially  all, of its
assets;  or (v) commits any act with the intent to defraud  Equifax.  Due to the
likelihood  of  irreparable  injury,  Equifax  shall  also  be  entitled  to  an
injunction prohibiting any breach of section 6 or subsection 7.5.

         11.4 If ASI  terminates  this Agreement due to Equifax's  default,  ASI
will  nevertheless  be  entitled  to  receive  any sums due and owing to ASI for
services previously rendered.  The termination of this Agreement will not effect
any rights or remedies accruing to either party prior to termination.

         11.5 Equifax's  and ASI's  respective  rights  and  obligations   under
sections  5, 6, 7, 10,  11.4 and  11.8  will  survive  the  termination  of this
Agreement.

12.      GENERAL PROVISIONS.
         ------------------

         12.1 Governing   Law;   Jurisdiction.   The   parties   submit  to  the
jurisdiction  of, and this Agreement shall be governed by the laws of, the state
of Florida.  Venue for any action  arising out of this  Agreement  shall be in a
state  court  of  competent  jurisdiction  in  Pinellas  County,   Florida.  The
prevailing  party in any such action  shall be  entitled to the  recovery of its
reasonable attorney's fees, costs and expenses.

         12.2 Assignment.  Neither party will assign this Agreement  without the
prior written consent of the other; except that upon a merger, reorganization or
sale of all or  substantially  all the assets of the assigning  party,  no prior
written consent is required.

         12.3 Modification  Non-Waiver.  No modification to this Agreement,  nor
any waiver of any rights,  will be effective  unless  consented to in writing by
the party to be  charged  and the  waiver  of any  breach  or  default  will not
constitute  a waiver of any other right  hereunder or any  subsequent  breach or
default.

         12.4 Notices.  Any required notices hereunder shall be given in writing
by either party by depositing  such notice at the address of the other party set
forth in the  preamble  to this  Agreement,  or to such other  address as either
party may substitute by written  notice to the other in the manner  contemplated
herein, in the United States mail,  postage prepaid,  and shall be deemed served
when mailed. Notice or demand may also be given in writing delivered by courier,
telecopier, or similar method, and such notice or demand shall be deemed to have
been given when the telex, cablegram, writing, or other form of notice or demand
is personally delivered to the party.  Notwithstanding the foregoing,  notice of
intent to  terminate  this  Agreement  and  notice of  default  shall be sent by
certified or registered mail, return receipt requested.

         12.5 Compliance  with Laws.   Equifax and ASI will comply with all laws
and regulations of any  governmental  agency in the conduct of their  respective
businesses and furtherance of their performance  under this Agreement.  If there
is a conflict between a part of this Agreement and  any present or future law or

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regulation,  the part of this Agreement that is affected shall be curtailed only
to the  extent  necessary  to bring it  within  the  requirements  of the law or
regulation.

         12.6  Entire  Agreement.  This  Agreement  and  the  attachment  hereto
constitute the entire  Agreement  between the parties hereto with respect to the
subject  matter  hereof  and shall  supersede,  cancel,  and  replace  any prior
understandings and agreements pertaining to the subject matter hereof.

         12.7  Binding  Nature. This  Agreement  will be binding on the parties,
their successors and assigns (if any).

         12.8  Relationship  of Parties.  This Agreement does not constitute the
parties as partners,  joint venturers or agents of each other, and neither party
shall so represent itself.

         12.9  Severability.  If  there  is a  conflict  between  a part of this
Agreement  and any present or future  law,  the part of this  Agreement  that is
affected shall be curtailed only to the extent necessary to bring it within tine
requirement of that law.

         IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Agreement
effective as of the day and year first above written.

EQUIFAX CARD SERVICES, INC.                     ACCESS SERVICES, INC.

By: /s/ signature illegible                     By: /s/ signature illegible
---------------------------                     ---------------------------

Title: SVP & General Manager                    Title: President
----------------------------                    ----------------

Date: 9-18-98                                   Date: 8-1-98
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