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 this 28th day of January, 2000, by and

among NOVA Information Systems, Inc., a Georgia corporation with its principal

place of business at One Concourse Parkway, Suite 300, Atlanta, GA 30328

("NOVA"), IMPERIAL 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

California with its business at 2015 Manhattan Beach Boulevard, Redondo Beach,

CA 90278 ("Member"), and Integrated Merchant Services, Inc. with its principal

place of business at 110 East Atlantic Avenue, 4th Floor, Delray Beach, Florida

33444 ("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 and debit 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:



      1.    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 mean a merchant who does not

                  perform the services or sales described in the Prohibited

                  Merchants section of Schedule A, and who is acceptable to NOVA

                  and Member, as determined in their sole discretion, based upon

                  a credit review 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

                  material 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





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                  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.).



            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(R) 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).

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