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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 Company
("NPC") and David Fountain ("Employee") hereby agree as follows:

        1. NPC agrees to continue to employ Employee in the position identified
and at the salary shown on NPC's official records, and to make available to
Employee those benefits provided by NPC 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 NPC.

        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 NPC 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 NPC, more fully described in paragraph 13 of
this Agreement, gained by Employee during his employment with NPC, have been
developed by NPC through substantial expenditures of time, effort and financial
resources and constitute valuable and unique property of NPC. Employee further
understands, acknowledges and agrees that the foregoing makes it necessary for
the protection of NPC's business that Employee not compete with NPC during the
term of his employment and for a reasonable period thereafter.

        4. Employee agrees that he will not, during his employment, compete with
NPC 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 his employment:

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

        (iii)   divert, entice, or take away any customers, clients, business,
                patronage or orders of NPC, 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 NPC's Business.


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

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

        7. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the termination of his employment,
divert, entice, or otherwise take away any customers, clients, business or
orders of NPC 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 termination of his employment,
promote or assist financially or otherwise, any person, firm, association,
partnership, corporation, or other entity engaged in any business that competes
with NPC'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.

        10. For the purposes of paragraphs 4 through 8, inclusive, and 14, NPC's
Business is defined as follows:

        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).

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



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

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

        11. 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.

        12. Employee agrees that he will not directly or indirectly at any time
solicit or induce or attempt to solicit or induce any employee of NPC to
terminate his employment, representation or other association with NPC.

        13. 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 NPC 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
NPC's customers or prospective customers, NPC's customer lists, contract
information including terms, pricing and services provided, information received
as a result of customer contacts, NPC's products and processing capabilities,
methods of operation, business plans, financials or strategy, and agreements to
which NPC 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 NPC 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 NPC to maintain the secrecy of such
information, that such information is the sole property of NPC and that any
retention and use of such information during or after his employment with NPC
(except in the course of performing his duties of employment hereunder) shall
constitute a misappropriation of NPC's trade secrets. Employee further agrees
that, at the time of termination of his employment, he will return to NPC, in
good condition, all property of NPC, including, without limitation, the
information identified above. In the event that said items are not so returned,
NPC 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.

        14. During his employment and for one (1) year thereafter, Employee
agrees to communicate the contents of this Agreement to any person, firm,
association, or corporation that

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he intends to be employed by, associated with, or represent, that is engaged in
a business that is competitive to NPC's Business.

        15. Employee acknowledges and agrees that the remedy at law available to
NPC 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 NPC may have at law or in equity, temporary and permanent
injunctive relief may be granted in any proceeding that may be brought to
enforce any provision contained in paragraphs 4 through 8, inclusive, of this
Agreement, without the necessity of proof of actual damage.

        16. Employee acknowledges that his obligations under this Agreement are
reasonable in the context of the nature of NPC's business and the competitive
injuries likely to be sustained by NPC 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 NPC in paragraph 1
above, which Employee acknowledges constitutes new and/or good, valuable and
sufficient consideration. Employee acknowledges that his employment relationship
with NPC 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 NPC or by Employee. However, if NPC terminates Employee's employment
for reasons other than cause and/or violation of this Agreement, then NPC shall
pay Employee an amount equal to Employee's annual base salary at the time of
termination, with said amount being paid to Employee over a twelve (12) month
period on the same periodic basis as NPC's regular payroll, 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 NPC's employment
policies.

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

        18. This Agreement supersedes all previous agreements, written or oral,
between Employee and NPC, except the Severance Agreement executed on October 27,
1998. 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 NPC.

        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 NPC 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 NPC.

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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. NPC 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 NPC under this Agreement. This
Agreement and all conditions imposed herein shall be binding upon and inure to
the benefit of Employee and NPC.

        22. This Agreement shall take effect upon execution by Employee and NPC
and 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 27th day of
October, 1998.

                                           EMPLOYEE:

                                                         /s/David Fountain
                                                         -----------------
                                                         David Fountain

                                           NATIONAL PROCESSING COMPANY

                                           By:           /s/Robert Showalter
                                                         -------------------
                                                              (Signature)

                                           Dated this 27th day of October, 1998


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