ISO

                        SERVICES AND MARKETING AGREEMENT

                            - Credit Review by EFS -



      This Agreement ("Agreement") is made as of the 29th day of February, 2000

by and between EFS NATIONAL BANK, a national banking association organized under

the laws of the United States with its principal offices located at 2525 Horizon

Lake Drive, Suite 120, Memphis, TN 38133 ("EFS") and Integrated Merchant

Services, Inc. ("the Company").



                                    RECITALS



      WHEREAS, EFS is a member in good standing of VISA USA, Inc. ("VISA"), and

MasterCard International, Inc. ("MasterCard"), together known herein as the

"Associations" and provides processing and other services involved with and

relating to MasterCard and VISA credit card sales transactions ("Sales").



      WHEREAS, the Company (i) markets electronic benefit transfer ("EBT"),

credit card and debit card services to businesses; (ii) provides point-of-sale

equipment to support EBT, credit and debit card services.



      WHEREAS, as a bank and member of MasterCard and VISA, EFS wishes to assist

in having Company registered as a merchant service provider for MasterCard and

as an independent sales organization for VISA (collectively herein "MSP") and to

provide the authorization and settlement services of EFS to compliment the

marketing skills of Company, as more fully described herein, all without

limiting the right of EFS to continue to develop its own marketing relationships

and service systems in the future as well as the right to market and sell its

own systems and equipment and the systems of third parties at any time.



      WHEREAS, MasterCard, VISA and EFS have adopted rules and regulations

relating to all aspects of Sales and Sales processing (such rules and



regulations. as amended from time to time, are herein called the "Rules").



      WHEREAS, the Company and EFS desire to enter into this Agreement to set

forth the terms and conditions upon which the Company will market, and provide

certain support services in connection with EFS's bank card transaction

processing services and EFS will process transactions of such customers for

authorization and settlement, all in accordance with the Rules.



      WHEREAS, the Company shall still maintain direct relationships with other

third parties directly to provide check guarantee services, private label card

services (i.e., American Express).



      NOW THEREFORE, in consideration of the foregoing, and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the Company

and EFS hereby agree as follows:



<PAGE>



1. General.



      1. Company Obligations.



            i. The Company will use its best efforts to market all available

processing services of EFS to merchants and solicit completed applications from

merchants, on the form attached hereto as Schedule A and as modified from time

to time by EFS (the "Merchant Agreement"), for processing by EFS of sales of

goods and services of the applying merchants ("Sales"'). Any such merchant

accepted by EFS is herein called a "Merchant". The Company shall market such

services utilizing its own employees and agrees not to enter into any agreement

with its affiliates, other ISOS, sub-ISOs or agents to solicit EFS services

without the express written consent of EFS.



            ii. The Company will provide the following support services to the

Merchants:



                  1.    Installing and programming the equipment used by

                        Merchants to submit Sales;



                  2.    Training Merchants' employees to operate Electronic

                        Draft Capture hardware, software, documentation and

                        equipment in accordance with EFS quality standards, and



                  3.    Training Merchants on Rules.



            iii. The Company will be responsible for payment and/or

reimbursement of all fees. expenses, penalties and charges from VISA and

MasterCard incurred in connection with the registering and maintaining the

ISO/MSP registration of Company initially and throughout the term of this

Agreement.



            iv. The Company shall provide EFS with any information the Company

obtains which indicates the reasonable likelihood of material credit problem(s)

of a Merchant based upon the underwriting standards mutually established by the

Company and EFS.



            v. The Company will be authorized to activate new merchants after

approval by EFS.



            vi. Company will conduct a credit review of all merchant

applications at applying mutually agreed upon credit review standards and

processes for prospective Merchants, and will forward Merchant Agreements to EFS

for those prospects that satisfy the criteria.



            vii. The Company will provide Merchant with supplies necessary to

process transactions. In the event Merchants obtain supplies from EFS, EFS will

charge Company for such supplies at the rate EFS normally charges.





                                       2

<PAGE>



            viii. Company will take all necessary and appropriate action to

remain in good standing as an MSP/ISO.



      2. EFS Obligation.



            i. EFS will conduct its own credit review of merchants forwarded by

Company and make final credit decision.



            ii. EFS and the Merchants will enter into Merchant Agreements in

accordance with the Rules. Clearance of Sales and payments to Merchants will be

made directly from EFS to such Merchants in accordance with the Merchant

Agreements, or as permitted otherwise by Rules. The Company shall have, at its

option, the right to cure and resubmit the declined application for

reconsideration by EFS, but nothing in this Agreement shall prevent EFS from

rejecting any prospective Merchant or canceling an existing Merchant at any

time.



            iii. EFS will operate as the Association member and contracting

party for the Merchant Agreements.

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