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Service Agreement - First Data Resources Inc. and Internet Access Financial Corp.

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                                                                  EXECUTION COPY



                                SERVICE AGREEMENT


                             DATED DECEMBER 22, 1997

                                     BETWEEN


                            FIRST DATA RESOURCES INC.

                                       AND

                      INTERNET ACCESS FINANCIAL CORPORATION


<PAGE>   2
                                TABLE OF CONTENTS

Article 1
     Definitions ............................................................. 1
     1.1    "AAA" ............................................................ 1
     1.2    "Acquirer" ....................................................... 1
     1.3    "Affiliate" ...................................................... 1
     1.4    "Agreement" ...................................................... 1
     1.5    "Alternative" .................................................... 2
     1.6    "Arbitration Demand" ............................................. 2
     1.7    "Arbitration Panel" .............................................. 2
     1.8    "Basic Qualifications" ........................................... 2
     1.9    "Business Continuity Plan" ....................................... 2
     1.10   "Cardholder" ..................................................... 2
     1.11   "Cardholder Account" ............................................. 2
     1.12   "cc:Mail Software" ............................................... 2
     1.13   "Core Processing Services" ....................................... 2
     1.14   "Customer's Agent Bank" .......................................... 2
     1.15   "Customer's Accounts" ............................................ 2
     1.16   "Customer's Issuer Affiliate" .................................... 2
     1.17   "Customer's Proprietary Information" ............................. 2
     1.18   "Customer's Transaction Card Affiliates" ......................... 2
     1.19   "Customer's Transaction Card Affiliate Agreement" ................ 2
     1.20   "Daily Amount" ................................................... 2
     1.21   "Deconversion" ................................................... 3
     1.22   "Dispute" ........................................................ 3
     1.23   "Disputing Party" ................................................ 3
     1.24   "Entity" ......................................................... 3
     1.25   "Failed Guideline" ............................................... 3
     1.26   "Failed Month" ................................................... 3
     1.27   "FDR's Proprietary Information" .................................. 3
     1.28   "FDR System" ..................................................... 3
     1.29   "FDR Settlement Rules" ........................................... 3
     1.30   "Growth Credit" .................................................. 3
     1.31   "Indemnified Party" .............................................. 3
     1.32   "Indemnifying Party" ............................................. 3
     1.33   "InfoSight Software" ............................................. 3
     1.34   "Insolvency Event" ............................................... 3
     1.35   "Interchange" .................................................... 4
     1.36   "Interchange Settlement" ......................................... 4
     1.37   "Issuer" ......................................................... 4
     1.38   "Liquidated Damages" ............................................. 4


                                       i
<PAGE>   3
     1.39   "MasterCard" ..................................................... 4
     1.40   "Merchant" ....................................................... 4
     1.41   "Merchant Account" ............................................... 4
     1.42   "Minimum Processing Fees" ........................................ 4
     1.43   "Net Settlement Amount" .......................................... 4
     1.44   "Non-Core Processing Services" ................................... 4
     1.45   "Non-Performance" ................................................ 5
     1.46   "Notice" ......................................................... 5
     1.47   "Old Year" ....................................................... 5
     1.48   "Original Term" .................................................. 5
     1.49   "Performance Guidelines" ......................................... 5
     1.50   "Processing Fees" ................................................ 5
     1.51   "Processing Year" ................................................ 5
     1.52   "Processing Year 1" .............................................. 5
     1.53   "Recovery 1 Software" ............................................ 5
     1.54   "Renewal Term" ................................................... 5
     1.55   "Scheduled Start-Up Date" ........................................ 5
     1.56   "Settlement Account" ............................................. 5
     1.57   "Settlement Late Payment Fee" .................................... 5
     1.58   "Settlement System" .............................................. 5
     1.59   "Signing Bonus" .................................................. 5
     1.60   "Special Fees" ................................................... 5
     1.61   "Start-Up" ....................................................... 5
     1.62   "Term" ........................................................... 5
     1.63   "Total Annual Processing Fees" ................................... 6
     1.64   "Transaction Card" ............................................... 6
     1.65   "Transaction Card Ticket" ........................................ 6
     1.66   "VISA" ........................................................... 6
     1.67   "Year 1 Minimum Processing Feel" ................................. 6
     1.68   "Year 2000 Compliant" ............................................ 6

Article 2
     Services ................................................................ 6

     2.1    Basic Services ................................................... 6
     2.2    Communication Links .............................................. 6
     2.3    Ancillary Services ............................................... 7
     2.4    Start-Up ......................................................... 7
     2.5    Compliance With Laws ............................................. 7
     2.6    Performance Guidelines .......................................... 10
     2.7    Failed Performance .............................................. 10
     2.8    Sole Remedy ..................................................... 10


                                       ii
<PAGE>   4
Article 3
     Exclusivity and Execution by Affiliates ................................ 11

     3.1    Sole and Exclusive Provider ..................................... 11
     3.2    Execution of Agreement by Customer's Affiliates ................. 11

Article 4
     Payment for Services ................................................... 12

     4.1    Fees and Charges ................................................ 12

Article 5
     Indemnification ........................................................ 13

     5.1    Customer's Indemnification ...................................... 13
     5.2    FDR's Indemnification ........................................... 13
     5.3    Notification .................................................... 13
     5.4    Claims Period ................................................... 14

Article 6
     Limitation of Liability ................................................ 14

     6.1    Limitation on Liability ......................................... 14
     6.2    No Special Damages .............................................. 15

Article 7
     Disclaimer of Warranties ............................................... 15

Article 8
     Term of Agreement ...................................................... 15

Article 9
     Termination ............................................................ 15

     9.1    Termination by FDR .............................................. 15
     9.2    Termination by Customer ......................................... 16
     9.3    Effect of Termination ........................................... 17
     9.4    Payments Upon Termination ....................................... 18
     9.5    Liquidated Damages .............................................. 18

Article 10
     Confidential Nature of Data ............................................ 19

     10.1   Customer's Proprietary Information .............................. 19
     10.2   FDR's Proprietary Information ................................... 19
     10.3   Confidentiality of Agreement .................................... 19
     10.4   Confidentiality ................................................. 20
     10.5   Release of Information .......................................... 20
     10.6   Exclusions ...................................................... 20


                                      iii
<PAGE>   5

     10.7 Remedy ............................................................ 21

Article 11
     Representations ........................................................ 21

     11.1   Presentations ................................................... 21
     11.2   Customer's Representations ...................................... 22
     11.3   Financial Information ........................................... 23

Article 12
     Transaction Settlement ................................................. 23
     12.1   Interchange Settlement Account .................................. 23
     12.2   Transfer of Funds ............................................... 23
     12.3   Daily Amount .................................................... 24
     12.4   Failure to Transfer ............................................. 24
     12.5   Settlement Late Payment Fee ..................................... 24
     12.6   No Independent Obligation ....................................... 25
     12.7   Violation of Rules .............................................. 25
     12.8   Reliance on Other Parties ....................................... 25
     12.9   Compliance with Instructions .................................... 25
     12.10  Restrictions on Setoff .......................................... 26
     12.11  Trailing Activity ............................................... 26
    
Article 13
     General ................................................................ 26
     13.1   Assignment ...................................................... 26
     13.2   Relationship of Parties ......................................... 26
     13.3   Business Continuity Plan ........................................ 27
     13.4   State Law ....................................................... 27
     13.5   Notice .......................................................... 27
     13.6   Headings ........................................................ 28
     13.7   Waiver .......................................................... 28
     13.8   Force Majeure and Restricted Performance ........................ 28
     13.9   Severability .................................................... 29
     13.10  Audit ........................................................... 29
     13.11  Risk of Loss .................................................... 29
     13.12  Equal Employment Opportunity .................................... 29
     13.13  Informal Dispute Resolution ..................................... 29
     13.14  Arbitration ..................................................... 30
     13.15  Judicial Procedure .............................................. 32
     13.16  Federal Arbitration Act ......................................... 32
     13.17  Insurance ....................................................... 32
     13.18  Entire Agreement ................................................ 32


                                       iv
<PAGE>   6
                                    EXHIBITS

Exhibit         Title
-------         -----
A               Services
B               Payment and Term
C               Customer Transaction Card Affiliate Agreement
D               Performance Guidelines


                                       v
<PAGE>   7
                                SERVICE AGREEMENT


        This Service Agreement dated as of December 22,1997, is between Internet
Access Financial Corporation, 595 Market Street, Suite 2250, San Francisco,
California 94105 ("Customer") and First Data Resources Inc., 7302 Pacific
Street, Omaha, Nebraska 68114 ("FDR").

                                    RECITALS

        A.      Customer and Customer's Transaction Card Affiliates desire to
obtain data processing and other related services from FDR in connection with
their respective Transaction Card businesses.

        B.      FDR is willing to perform data processing and other related
services for the Transaction Card businesses in accordance with the terms and
conditions of this Agreement, including the acknowledgment of Customer and
Customer's Transaction Card Affiliates that FDR is acting solely as an agent in
performing the settlement functions and that FDR has no obligation to supply or
advance funds for settlement purposes.

        In consideration of the foregoing premises and of the mutual covenants
and conditions hereinafter set forth, the parties hereto, intending to be
legally bound, agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        The following definitions apply to the terms set forth below when used
in this Agreement:

        1.1     "AAA" is defined in Section 13.14(a) of this Agreement.

        1.2     "Acquirer" means an Entity which has an arrangement with a
Merchant to obtain Transaction Card Tickets from the Merchant and present the
Transaction Card Tickets through an Interchange to an Issuer.

        1.3     "Affiliate" means, with respect to Customer, any Entity which,
directly or indirectly, owns or controls, is owned or controlled by, or is under
common ownership or common control with Customer. As used herein, "control"
means the power to direct the management or affairs of an Entity and "ownership"
means the beneficial ownership of 50% or more of the equity securities of the
Entity.

        1.4     "Agreement" shall mean this Service Agreement as amended from
time to time including any Exhibits attached hereto from time to time and the
executed Affiliate Agreements, if any.


<PAGE>   8
        1.5     "Alternative" is defined in Section 2.5(f) of this Agreement.

        1.6     "Arbitration Demand" is defined in Section 13.14(b) of this
Agreement.

        1.7     "Arbitration Panel" is defined in Section 13.14(b) of this
Agreement.

        1.8     "Basic Qualifications" is defined in Section 13.14(b) of this
Agreement.

        1.9     "Business Continuity Plan" is defined in Section 13.3 of this
Agreement.

        1.10    "Cardholder" means an individual or Entity which has a
Cardholder Account with an Issuer.

        1.11    "Cardholder Account" means an arrangement between an individual
or an Entity and an Issuer which provides that the Entity may use one or more
Transaction Cards issued by the Issuer.

        1.12    "cc:Mail Software" is defined in Section III - B of Exhibit "A"
to this Agreement.

        1.13    "Core Processing Services" is defined in Section 3.1 of this
Agreement.

        1.14    "Customer's Agent Bank" means an Entity which at any time during
the Term of this Agreement has an arrangement with Customer or an Affiliate of
Customer which (a) permits the Entity to act as an Issuer or an Acquirer and
obtain services related to the activities from either or both of Customer or one
or more of Customer's Affiliates, or (b) provides that an Entity may act as an
Issuer or Acquirer in conjunction with Customer or one or more of Customer's
Affiliates.

        1.15    "Customer's Accounts" means the Cardholder Accounts and Merchant
Accounts of Customer or any of Customer's Transaction Card Affiliates.

        1.16    "Customer's Issuer Affiliate" means an Affiliate of Customer
that acts as an Issuer (either alone or in conjunction with one of Customer's
Agent Banks) at any time during the Term.

        1.17    "Customer's Proprietary Information" is defined in Section 10.1
of this Agreement.

        1.18    "Customer's Transaction Card Affiliates" means any and all of
Customer's Issuer Affiliates and Customer's Agent Banks.

        1.19    "Customer's Transaction Card Affiliate Agreement" shall mean an
agreement substantially in the form of Exhibit "C" which is executed by
Customer's Issuer Affiliates.

        1.20    "Daily Amount" is defined in Section 12.2 of this Agreement.


                                       2
<PAGE>   9
        1.21    "Deconversion" means the removal of information concerning
Customer's Accounts from the FDR System.

        1.22    "Dispute" is defined in Section 13.13 of this Agreement.

        1.23    "Disputing Party" is defined in Section 13.14(a) of this
Agreement.

        1.24    "Entity" means a corporation, partnership, sole proprietorship,
joint venture, or other form of organization.

        1.25    "Failed Guideline" is defined in Section 2.7(a) of this
Agreement.

        1.26    "Failed Month" is defined in Section 2.7(b) of this Agreement.

        1.27    FDR's Proprietary Information" is defined in Section 10.2 of
this Agreement.

        1.28    "FDR System" means the computer equipment, computer software and
related equipment and documentation used at any time and from time to time by
FDR to provide the services contemplated by this Agreement.

        1.29    "FDR Settlement Rules" means the policies, rules and procedures
adopted by FDR from time to time and in effect from time to time to provide for
the payment of amounts due as the result of Interchange Settlement.

        1.30    "Growth Credit" is defined in Section I-h of Exhibit "B" to this
Agreement.

        1.31    "Indemnified Party" is defined in Section 5.3 of this Agreement.

        1.32    "Indemnifying Party" is defined in Section 5.3 of this
Agreement.

        1.33    "InfoSight Software" is defined in Section III - A of Exhibit
"A" to this Agreement.

        1.34    "Insolvency Event" occurs, with respect to any party, when such
party:

                        (i)     is dissolved, becomes insolvent, generally fails
                to pay or admits in writing its inability generally to pay its
                debts as they become due;

                        (ii)    makes a general assignment, arrangement, or
                composition agreement with or for the benefit of its creditors;
                or

                        (iii)   files a petition in bankruptcy or institutes any
                action under federal or state law for the relief of debtors or
                seeks or consents to the appointment of an administrator,
                receiver, custodian, or similar official for the wind up of its


                                       3
<PAGE>   10
                business (or has such a petition or action filed against it and
                such petition action or appointment is not dismissed or stayed
                within thirty (30) days).

        1.35    "Interchange" means the contracts, agreements, rules,
regulations and procedures governing the relationships between, or the actions
in accordance with the contracts, agreements, rules, regulations and procedures
by, any two or more Entities in connection with the Interchange Settlement.

        1.36    "Interchange Settlement" means the process by which FDR, on
behalf of either or both of Customer or Customer's Transaction Card Affiliates,
(a) initiates payment for MasterCard and VISA Transaction Card Tickets presented
by Acquirers to Customer and Customer's Transaction Card Affiliates, (b)
receives payment for MasterCard and VISA Transaction Card Tickets presented by
Customer and Customer's Transaction Card Affiliates to Issuers, and (c) remits
and receives payments for chargebacks and other Interchange fees and expenses of
or payable by Customer or Customer's Transaction Card Affiliates.

        1.37    "Issuer" means an Entity that has a Cardholder Account with a
Cardholder.

        1.38    "Liquidated Damages" is defined in Section 9.5 of this
Agreement.

        1.39    "MasterCard" means MasterCard International Incorporated or its
successors or assigns.

        1.40    "Merchant" means an Entity that has the right to acquire or
otherwise acquires a Transaction Card Ticket as payment for goods, services, or
otherwise.

        1.41    "Merchant Account" means an arrangement between an Acquirer and
a Merchant which permits a Merchant to present Transaction Card Tickets to the
Acquirer for payment through the Interchange. It is understood and agreed that
any Merchant Accounts of Customer hereunder shall be considered Processing
Merchants (i.e. - branch bank locations performing Merchant related transactions
such as authorizations, cash advances, etc.).

        1.42    "Minimum Processing Fees" is defined in Section I-d of Exhibit
"B" to this Agreement.

        1.43    "Net Settlement Amount" means the net dollar amount for each
business day of FDR of all (a) transactions processed for Customer and
Customer's Transaction Card Affiliates for the day determined in accordance with
the applicable rules of MasterCard, VISA and the FDR Settlement Rules, (b)
Interchange fees and expenses relating to Customer and Customer's Transaction
Card Affiliates, and (c) account expenses including overdraft charges, activity
charges, wire transfer fees and other charges relating to Customer and
Customer's Transaction Card Affiliates.

        1.44    "Non-Core Processing Services" is defined in Section 3.1 of this
Agreement.


                                       4
<PAGE>   11
        1.45    "Non-Performance" is defined in Section 2.7(a) of this
Agreement.

        1.46    "Notice" is defined in Section 2.5(f) of this Agreement.

        1.47    "Old Year" is defined in Section I-a of Exhibit "B" to this
Agreement.

        1.48    "Original Term" is defined in Section III-a of Exhibit "B" to
this Agreement.

        1.49    "Performance Guidelines" is defined in Section 2.6 of this
Agreement.

        1.50    "Processing Fees" means all fees and charges incurred (prior to
any Growth Credit for which Customer qualifies pursuant to Exhibit "B", Section
I-h) for services performed at the prices set forth in Exhibit "B", as adjusted
from time to time consistent with this Agreement, with the exception of Special
Fees and specifically excluding all charges for taxes and interest.

        1.51    "Processing Year" is defined in Section III-a of Exhibit "B" to
this Agreement.

        1.52    "Processing Year 1" is defined in Section III-a of Exhibit "B"
to this Agreement.

        1.53    "Recovery 1 Software" is defined in Section III-H of Exhibit "A"
to this Agreement.

        1.54    "Renewal Term" is defined in Section III-b of Exhibit "B" to
this Agreement.

        1.55    "Scheduled Start-Up Date" is defined in Section 2.4 of this
Agreement.

        1.56    "Settlement Account" is defined in Section 12.1 of this
Agreement.

        1.57    "Settlement Late Payment Fee" is defined in Section 12.5 of this
Agreement.

        1.58    "Settlement System" is defined in Section 12.1 of this
Agreement.

        1.59    "Signing Bonus" is defined in Section I-g of Exhibit "B" to this
Agreement.

        1.60    "Special Fees" means the tariff line rates, WATS lines rates,
data circuit charges or any other rates charged to FDR by a communications
common carrier, postage, courier and any other similar charges and methods of
reimbursement described in Exhibit "B".

        1.61    "Start-Up" means the preparation of the FDR System for the entry
of Customer's and Customer's Transaction Card Affiliates' data relating to
Customer's Accounts.

        1.62    "Term" means the Original Term together with any Renewal Term or
any other extension of this Agreement.


                                       5
<PAGE>   12
        1.63    "Total Annual Processing Fees" is defined in Section I-d of
Exhibit "B" to this Agreement.

        1.64    "Transaction Card" means a payment card issued pursuant to a
license from MasterCard, VISA or any other card issuing organization for which
FDR currently provides service support. This shall include any credit card,
debit card or any small business account card, purchasing account card or
corporate travel and expense account card ("Commercial Card") program offered by
Customer.

        1.65    "Transaction Card Ticket" means a record (whether paper,
magnetic, electronic or otherwise) which is created to evidence the use of a
Transaction Card as payment for goods, services, cash advances or otherwise or
for a credit or refund or otherwise.

        1.66    "VISA" means, individually or collectively, as appropriate, VISA
U.S.A. Inc. or VISA INTERNATIONAL or either of their successors or assigns.

        1.67    "Year 1 Minimum Processing Fee" is defined in Section I-d of
Exhibit "B" to this Agreement.

        1.68    "Year 2000 Compliant" is defined in Section 11.1(d) of this
Agreement.


                                    ARTICLE 2
                                    SERVICES

        2.1     BASIC SERVICES. FDR shall make available to and perform for
Customer and Customer's Transaction Card Affiliates the services described in
Exhibit "A" which are applicable to their respective Issuer and Acquirer
businesses or as specifically provided in Exhibit "A". Exhibit "A" and any
document or service referred to as Exhibit "A" shall be subject to revision by
FDR from time to time during the Term of this Agreement to reflect changes and
improvements to the FDR System or the services provided by FDR and offered
generally to FDR customers and to reflect any changes and improvements in the
specific services provided to Customer and Customer's Transaction Card
Affiliates; provided, however, that: (i) FDR shall not effect any change to the
FDR System which would eliminate or materially degrade the services provided by
FDR under this Agreement unless such change is required by the MasterCard or
VISA rules or regulations or applicable federal or state statutes, laws or
regulations applicable to FDR or its customers and (ii) FDR shall not increase
the fees set forth in Exhibit "B" (except as provided for in Exhibit "B",
Section 1, Paragraph (a)) pursuant to this Section 2.1.

        2.2     COMMUNICATION LINKS. FDR from time to time shall install,
provide or cause to be installed or provided the means for communicating data
from its facilities or equipment to the facilities or equipment of Customer,
Customer's Transaction Card Affiliates and third parties designated by Customer
as FDR determines is desirable to perform this Agreement. The method


                                       6
<PAGE>   13
of transmission and the media employed will be determined by FDR taking into
consideration relevant factors such as traffic type, inbound and outbound
message sizes, traffic loading distribution, and the equipment or devices which
are or may be used.

        2.3     ANCILLARY SERVICES. The ancillary services to be provided by FDR
or made available to Customer and Customer's Transaction Card Affiliates are set
forth in Exhibit "A".

        2.4     START-UP.

                (a)     FDR will provide, subject to any applicable approvals of
        VISA or MasterCard, for completion of the Start-Up on or before December
        18, 1997, or at an earlier or later date as may be mutually agreed upon
        by FDR and Customer (the "Scheduled Start-Up Date"). To the extent that
        FDR and Customer mutually agree, the Scheduled Start-Up Date may be
        modified from time to time prior to Start-Up. FDR will use all
        reasonable resources, including the assignment of adequate personnel to
        assure timely performance of those functions required of FDR under the
        Start-Up so as to enable Start-Up to be completed on or by the Scheduled
        Start-Up Date.

                (b)     Customer will (i) use all reasonable resources,
        including the assignment of adequate personnel to assure timely
        performance of those functions required of Customer under the Start-Up,
        and (ii) comply with any directions of FDR given thereunder so as to
        enable Start-Up to be completed on or before the Scheduled Start-Up
        Date.

                (c)     Except as otherwise provided herein, each party shall be
        responsible for and pay all costs and expenses incurred by it in
        connection with the Start-Up.

        2.5     COMPLIANCE WITH LAWS.

                (a)     Prior to the Scheduled Start-Up Date, Customer will
        review the parameter settings and options within the FDR System, as
        described in the User Manuals set forth in Exhibit "A", Section 1, and
        determine that FDR's System provides such features and options, which
        will, if properly selected by or on behalf of Customer, allow Customer
        and Customer's Transaction Card Affiliates to comply with all applicable
        federal and state laws and contractual agreements of Customer and
        Customer's Transaction Card Affiliates. To the extent that Customer
        notifies FDR of any change in federal and state law, subject to the
        limitations set forth below, FDR agrees to develop reasonable
        enhancements to the FDR System responsive to the identified change in
        federal and state law as specifically requested by Customer. The
        obligation of FDR set forth in the previous sentence is subject to the
        following limitations:

                        (i)     the change in federal and state law is generally
                applicable to a significant portion of FDR's client base and
                does not relate solely to a requirement or preference of
                Customer or Customer's Transaction Card Affiliates;


                                       7
<PAGE>   14
                        (ii)    the responsive enhancement requested by Customer
                is consistent with the response requested by the majority of the
                affected client base (Customer acknowledges that in many
                instances, responsive enhancements will be mediated by certain
                client advisory groups maintained by FDR and agrees that
                development of an enhancement approved by such client advisory
                groups as responsive to the change in law shall satisfy FDR's
                obligations under this subsection (a));

                        (iii)   FDR shall have a reasonable time from the date
                Customer notifies FDR of the change in law and specifies the
                requested enhancement in which to design, code, test and
                implement the enhancement (in the determination of
                reasonableness, the extent and impact of the change in law on
                the FDR client base, the relative importance of other
                enhancements, the complexity of the enhancement, and related
                issues of impact and resource allocation shall be considered and
                the effective date of the change in law shall not be
                determinative); and

                        (iv)    the responsive enhancement requested by Customer
                does not impose a burden on FDR (or the FDR System) to determine
                the facts not available on the FDR System, to make legal
                interpretations or conclusions, or to in any way shift
                Customer's and Customer's Transaction Card Affiliates'
                compliance responsibility to FDR.

                (b)     Customer acknowledges and agrees that it is solely
        responsible for monitoring legal developments applicable to the
        operation of its business and Transaction Card operations, interpreting
        applicable state and federal laws, determining the requirements for
        compliance with all applicable state and federal laws, and maintaining
        an ongoing compliance program. Consequently, Customer agrees that FDR
        has no responsibility to monitor or interpret laws applicable to
        Customer's or Customer's Transaction Card Affiliates' business, to
        monitor or review the terms and conditions of Customer's or Customer's
        Transaction Card Affiliates' Transaction Card programs or Customer's
        selection of system options and programming, or to assure that
        Customer's selection of any system option or programming (either alone
        or acting in conjunction with other system options and programming
        selected by Customer) is consistent with laws applicable to Customer and
        Customer's Transaction Card Affiliates or the terms and conditions of
        Customer's or Customer's Transaction Card Affiliates' credit agreements
        with, or disclosure to, its Cardholders. FDR shall use its reasonable
        best efforts to give Customer timely notice by bulletin, notice, or
        other method, of all changes to the FDR System which are being made to
        comply with any known changes in federal, state or card association
        laws, rules, or regulations.

                (c)     FDR shall be entitled to rely upon and use, without
        verification, any and all information, data and instructions any time
        submitted to FDR by Customer having to do with


                                       8
<PAGE>   15
        Customer or Customer's Accounts, and FDR shall have no responsibility or
        liability whatsoever for (i) the accuracy or inaccuracy thereof, (ii)
        the wording or text authored or submitted by Customer to FDR, for
        materials to be prepared or for other purposes, (iii) the wording or
        text appearing on any forms, Transaction Cards or other materials
        furnished by Customer to FDR, or (iv) any noncompliance of such
        information, data, instruction, wording or text with applicable laws,
        rules or regulations.

                (d)     If any change in the services provided by FDR hereunder
        is required by the applicable operating rules of VISA and MasterCard
        relating to the business of Customer, FDR shall notify Customer of such
        modifications or changes and make modifications or changes, as necessary
        to, (i) the FDR System and/or (ii) the manner and methods used to
        provide the services hereunder as soon as practicable after FDR has been
        notified of such required changes by VISA or MasterCard. In the event
        such changes cannot reasonably be implemented, FDR shall provide
        customer with reasonable alternatives to allow Customer to comply with
        such requirements. Any such change or alternative required by the
        applicable operating rules of VISA and MasterCard shall be made at FDR's
        sole expense.

                (e)     If any enhancement developed by FDR pursuant to Section
        2.5(a) is required by federal law, such enhancement shall be developed
        by FDR at FDR's expense; provided, however, if any change in federal law
        is not generally applicable to a significant portion of FDR's client
        base, based on the number of Cardholder Accounts on file of such
        clients, or if such change relates solely to a requirement or preference
        of Customer, then subject to the provisions of Section 2.5(a)(iii) and
        (iv), FDR will develop the requested enhancement at Customer's expense
        or at the equal expense of Customer and any other FDR customers subject
        to such federal law as appropriate. If any enhancement developed by FDR
        pursuant to Section 2.5(a) is required by state law and is not generally
        applicable to a significant portion of FDR's client base, based on the
        number of Cardholder Accounts on file of such clients, or if such change
        relates solely to a requirement or preference of Customer, then such
        enhancement shall be developed subject to the provisions of Section
        2.5(a)(iii) and (iv) by FDR at the expense of Customer or at the equal
        expense of Customer and any other FDR customers subject to such state
        law as appropriate.

                (f)     If Customer, in its reasonable determination, concludes
        that any enhancement which FDR developed pursuant to the notification
        from Customer regarding the change in federal or state law does not
        allow Customer to be in compliance with the applicable federal or state
        law, then Customer shall notify FDR in writing (the "Notice"). The
        Notice shall specify in reasonable detail Customer's basis for its
        position together with all information regarding the requirements which
        Customer reasonably needs to be in compliance with the federal or state
        law. After receipt of the Notice, FDR shall provide Customer with any
        alternative enhancements which FDR can reasonably propose based on the
        Notice from Customer (the "Alternative"). If Customer, in its reasonable
        determination, concludes that the Alternative does not allow Customer to
        be in compliance with the applicable federal or state law, then Customer
        may elect to terminate this Agreement; provided, however, that this


                                       9
<PAGE>   16
        termination option is exercised within sixty (60) days after Customer
        receives the Alternative, and provided that such termination shall
        become effective on a date specified by Customer, which date shall not
        be later than nine (9) months after Customer's delivery to FDR of a
        written notice of its intention to so terminate this Agreement. Other
        than payment to FDR of the unamortized portion of the Signing Bonus as
        specified in Section 9.4 of this Agreement, Customer shall not be
        responsible for any other termination fees, including costs of
        Deconversion, if this Agreement is terminated pursuant to this Section
        2.5(f).

        2.6     PERFORMANCE GUIDELINES. While this Agreement is in effect, FDR
shall at all times maintain the necessary telephone lines, computer capacity and
staff necessary to provide service in accordance with the list of performance
guidelines set forth in Exhibit "D" as such list may, from time to time, be
amended by the parties (the "Performance Guidelines"). By the twentieth (20th)
day of each calendar month, FDR agrees to provide Customer with a monthly report
setting forth the Performance Guidelines and its performance during the just
concluded calendar month in connection with those services which Customer used
during the calendar month.

        2.7     FAILED PERFORMANCE.

                (a)     During any calendar month, each failure to achieve a
        Performance Guideline shall constitute a "Failed Guideline". If FDR,
        during any six (6) consecutive calendar months, fails to achieve the
        same Performance Guideline, then such failure shall constitute "Non
        Performance" and the sole and exclusive provisions of Section 3.1 of
        this Agreement shall not apply for such Failed Guideline for the
        remainder of the Tenn.

                (b)     In addition to the provisions of paragraph (a) of this
        Section 2.7, if FDR fails to achieve five (5) or more Performance
        Guidelines in any one calendar month, then such month shall be
        considered to be a "Failed Month" for purposes of this Section 2.7 (b).
        If FDR experiences three (3) consecutive Failed Months, then FDR shall
        provide Customer with a credit equal to two percent (2%) of the
        Processing Fees paid during the third such Failed Month. If FDR
        experiences four (4) consecutive Failed Months, then FDR shall provide
        Customer with a credit equal to 3% of the Processing Fees paid during
        the fourth such Failed Month. If FDR experiences five (5) consecutive
        Failed Months, then FDR shall provide Customer with a credit equal to
        four percent (4%) of the Processing Fees paid during the fifth such
        Failed Month. If FDR experiences six (6) consecutive Failed Months, then
        Customer, at its election, may terminate this Agreement; provided,
        however, that this termination option is exercised within sixty (60)
        days after Customer receives notice of FDR's sixth Failed Month, and
        provided that such termination shall become effective on a date
        specified by Customer, which date shall be not later than nine (9)
        months after Customer's delivery to FDR of a written notice of its
        intention to so terminate this Agreement.

        2.8     SOLE REMEDY. Customer hereby agrees that due to the difficulty
of determining and calculating its damages upon FDR's failure to perform in
accordance with the Performance Guidelines, the remedies, as set forth in
Sections 2.7(a), and 2.7 (b) are its sole and exclusive


                                       10
<PAGE>   17
remedies for such failures and that Customer hereby elects to waive any and all
other remedies to which Customer may be entitled under this Agreement, at law or
in equity, based on the failure of FDR to perform in accordance with the
Performance Standards; provided, however, that nothing in this Section 2.7 shall
be construed as a waiver of any of Customer's rights under any other provision
of this Agreement which are not based on the failure of FDR to perform in
accordance with the Performance Guidelines.


                                    ARTICLE 3
                    EXCLUSIVITY AND EXECUTION BY AFFILIATION

        3.1     SOLE AND EXCLUSIVE PROVIDER. During the Term of this Agreement,
FDR shall be the sole and exclusive third party provider to Customer and
Customer's Transaction Card Affiliates of all services set forth in Exhibit "A"
of this Agreement which are not preceded by an * ("Core Processing Services").
Neither Customer nor Customer's Transaction Card Affiliate shall agree with any
third party to have such third party perform or provide any of the Core
Processing Services. Those services set forth in Exhibit "A" which are preceded
by an * shall be known as "Non-Core Processing Services". Customer and/or
Customer's Transaction Card Affiliate may perform or provide, or have a third
party perform or provide, any of the Non-Core Processing Services for themselves
or for each other. If Customer, after the effective date of this Agreement,
elects to discontinue use of any or all of the Cardholder Support Services
described in Section III G of Exhibit "A", then Customer shall provide FDR with
written notice of such discontinuance at least ninety (90) days prior thereto.
Such notice may not be given prior to February 28, 1998.

        3.2     EXECUTION OF AGREEMENT BY CUSTOMER'S AFFILIATES. Subject to the
terms and conditions of Exhibit "C", each of Customer's Issuer Affiliates shall
be or become a party to this Agreement and each has executed a Customer
Transaction Card Affiliate Agreement or shall execute Customer Transaction Card
Affiliate Agreement when it becomes a Customer Issuer Affiliate. Customer and
each of Customer's Issuer Affiliates, in addition to the terms of Customer
Transaction Card Affiliate Agreement, covenant and represent the following:

                (a)     Customer shall have full authority to represent
        Customer's Issuer Affiliate and to act fully on Customer's Issuer
        Affiliate's behalf in connection with this Agreement and the Customer
        Transaction Card Affiliate Agreement including the negotiating with FDR
        of any amendments, extensions or revisions of this Agreement or the
        Customer Transaction Card Affiliate Agreement, the asserting,
        negotiating and resolving any controversy, dispute or claim under this
        Agreement or the Customer Transaction Card Affiliate Agreement and the
        execution or delivery of any documents.

                (b)     If Customer shall fail to pay any amounts due under this
        Agreement (and payment of such amounts by Customer's Transaction Card
        Affiliates are not specifically excluded in the Customer Transaction
        Card Affiliate Agreement), including but not limited to any Processing
        Fees, Special Fees, or other fees, taxes, interest payments, charges, or
        amounts due or payable by Customer, Customer's Issuer Affiliate shall
        pay FDR on demand


                                       11
<PAGE>   18
        the portion of the amounts due from Customer to FDR for services
        performed by FDR for or on behalf of Customer's Issuer Affiliate, as
        determined by FDR, which approximates the percentage that the Processing
        Fees relating to processing for Customer's Issuer Affiliate are of the
        total Processing Fees under this Agreement.


                                    ARTICLE 4
                              PAYMENT FOR SERVICES

        4.1     FEES AND CHARGES.

                (a)     The initial Processing Fees for the services to be
        performed under this Agreement are set forth in Exhibit "B". Exhibit "B"
        also contains initial prices to be charged or methods for computing
        charges by FDR for Special Fees such as but not limited to
        reimbursements, assessments and pass through fees. If FDR commences to
        offer any new services or products to its customers after the execution
        of this Agreement and Customer or Customer's Transaction Card Affiliates
        use any such service or product, then FDR shall provide and Customer and
        Customer's Transaction Card Affiliates shall receive any such service or
        product at FDR's then current fees and charges, as such fees and charges
        may be increased pursuant to Exhibit "B", Section I.

                (b)     Six (6) months following the execution of this
        Agreement, and annually thereafter, the parties may review the prices
        charged by FDR for Core Processing Services. If either party determines,
        in the exercise of its reasonable business judgement, that pricing for
        Core Processing Services does not properly reflect (i) in the case of
        FDR, FDR's ability to recover the cost of delivering such Core
        Processing Services, or (ii) in the case of Customer, the price that
        Customer would pay for similar services from an unaffiliated third party
        (considering factors such as, but not limited to, the mix of services,
        volumes associated therewith, service levels, features, functionality,
        contractual terms and quality of any such similar services) then the
        parties may agree to negotiate, in good faith, an appropriate revision
        to the prices charged for Core Processing Services.

                (c)     Within sixty (60) days following the Start-Up Date, FDR
        and Customer will review the method of computing charges for the
        Cardholder Support Services set forth in Section III-G of Exhibit "A" to
        this Agreement. If Customer and FDR determine, in the exercise of their
        reasonable business judgement, that each party would benefit by
        computing charges for the Cardholder Support Services on a talk-time or
        other basis, rather than per active account basis, then the parties
        agree to amend this Agreement to reflect such alternative method of
        computing charges. If the parties are unable to agree on an alternative
        method for computing charges for the Cardholder Support Services, then
        the current pricing structure shall remain in effect.


                                       12
<PAGE>   19
                                    ARTICLE 5
                                 INDEMNIFICATION

        5.1     CUSTOMER'S INDEMNIFICATION. Customer and Customer's Transaction
Card Affiliates shall indemnify and hold harmless FDR and its directors,
officers, employees, agents and affiliates from and against any and all claims,
liabilities, losses and damages (including reasonable attorney fees, expert
witness fees, expenses and costs of settlement) arising out of or with respect
to this Agreement, to the extent that the claim, liability, loss or damage is
caused by, relates to or arises out of:

                (a)     The negligence of Customer or any of Customer's
        Transaction Card Affiliates;

                (b)     The breach by Customer or any of Customer's Transaction
        Card Affiliates of any promises or covenants of Customer or Customer's
        Transaction Card Affiliates set forth in Article 12 of this Agreement,
        including but not limited to any amount which FDR may be called upon to
        pay under the applicable rules of VISA or MasterCard with respect to any
        Interchange obligations of Customer or Customer's Transaction Card
        Affiliates following the failure of FDR to receive any Daily Amount; or

                (c)     FDR's payment of fees and charges relating to Customer's
        Accounts pursuant to Section 12.11, Trailing Activity.

Customer and Customer's Transaction Card Affiliates shall not have any
obligation to indemnify FDR against any claim, liability, loss or damage FDR or
its directors, officers, employees, agents or affiliates may suffer arising
solely out of FDR's negligent performance of any of the services provided under
this Agreement.

        5.2     FDR's INDEMNIFICATION. FDR shall indemnify Customer and
Customer's Transaction Card Affiliates, and their respective directors,
officers, employees and agents from and against any and all claims, liabilities,
losses or damages (including reasonable attorney fees, expert witness fees,
expenses and costs of settlement) arising out of or with respect to FDR's
negligent performance of any of the services provided under this Agreement,
provided that FDR's obligation to indemnify Customer and Customer's Transaction
Card Affiliates and their respective directors, officers, employees and agents,
shall be limited to:

                (a)     The actual cost to FDR of reprocessing to correct the
        negligent performance; and

                (b)     The additional out-of-pocket expenses incurred by
        Customer and Customer's Transaction Card Affiliates as a direct result
        of the negligent performance.

        5.3     NOTIFICATION. In the event a claim, suit or proceeding by a
third party for which indemnification may be available under this Agreement is
made or filed against a party or any Entity,


                                       13
<PAGE>   20
the party against which the claim, suit or proceeding is made (the "Indemnified
Party"), shall promptly notify the other party (the "Indemnifying Party") in
writing of the claim, suit or proceeding. The Indemnifying Party, within thirty
(30) days, or such shorter period as is required to avoid any prejudice in the
claim, suit or proceeding, after the notice, may elect to defend, compromise, or
settle the third party claim, suit or proceeding at its expense. In any third
party claim, suit or proceeding which the Indemnifying Party has elected to
defend, compromise or settle, the Indemnifying Party shall not after the
election be responsible for the expenses, including counsel fees, of the
Indemnified Party but the Indemnified Party may participate therein and retain
counsel at its own expense. In any third party claim, suit or proceeding the
defense of which the Indemnifying Party shall have assumed, the Indemnified
Party will not consent to the entry of any judgment or enter into any settlement
with respect to the matter without the consent of the Indemnifying Party and the
Indemnifying Party will not consent to the entry of any judgment or enter into
any settlement affecting the Indemnified Party to the extent that the judgment
or settlement involves more than the payment of money without the written
consent of the Indemnified Party. The Indemnified Party shall provide to the
Indemnifying Party all information, assistance and authority reasonably
requested in order to evaluate any third party claim, suit or proceeding and
effect any defense, compromise or settlement.

        5.4     CLAIMS PERIOD. Any claim for indemnification under this
Agreement must be made prior to the earlier of:

                (a)     One year after the party claiming indemnification
        becomes aware of the event for which indemnification is claimed, or

                (b)     One year after the earlier of the termination of this
        Agreement or the expiration of the Term of this Agreement.


                                    ARTICLE 6
                             LIMITATION OF LIABILITY

        6.1     LIMITATION ON LIABILITY.

                (a)     Except as provided in Section 6.1(b), FDR's cumulative
        liability for any loss or damage, direct or indirect, for any cause
        whatsoever (including, but not limited to those arising out of or
        related to this Agreement) with respect to claims relating to events in
        any one Processing Year shall not under any circumstances exceed the
        amount of the Processing Fees paid to FDR pursuant to this Agreement for
        services performed in the immediately preceding twelve (12) month
        period, and in the case of the Processing Year 1, the Year 1 Minimum
        Processing Fees specified in Section I of Exhibit "B".

                (b)     Notwithstanding the limitation of liability provided for
        in Section 6.1(a), in the event that FDR's liability in connection
        with this Agreement arises out of the gross negligence or wilful
        misconduct of FDR with respect to those obligations of FDR contained


                                       14
<PAGE>   21
        in Section 2.5 of this Agreement, then FDR's liability in connection
        with this Agreement shall not exceed two (2) times the amount of
        Processing Fees paid to FDR for services performed in the immediately
        preceding twelve (12) month period, and, in the case of Processing Year
        1, the Year 1 Minimum Processing Fees specified in Section I of Exhibit
        "B".

        6.2     NO SPECIAL DAMAGES. IN NO EVENT SHALL FDR OR CUSTOMER BE LIABLE
UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER OR NOT FDR OR CUSTOMER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.


                                    ARTICLE 7
                            DISCLAIMER OF WARRANTIES

FDR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.
FDR, CUSTOMER AND CUSTOMER'S TRANSACTION CARD AFFILIATES HEREBY AGREE THAT FDR'S
OBLIGATIONS TO CUSTOMER AND CUSTOMER'S TRANSACTION CARD AFFILIATES ARE RELATED
TO FDR PROVIDING SERVICES, THAT THIS AGREEMENT IS A SERVICE AGREEMENT FOR
PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THE PROVISIONS OF THE
UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO THIS AGREEMENT.


                                    ARTICLE 8
                                TERM OF AGREEMENT

        8.1     TERM AND RENEWALS. This Agreement is effective from the date
hereof and shall extend for the Original Term and Renewal Term(s) set forth in
Exhibit "B", Section III.


                                    ARTICLE 9
                                   TERMINATION

        9.1     TERMINATION BY FDR. Despite anything to the contrary herein
contained, FDR, at its option, may terminate this Agreement under the following
circumstances:

                (a)     If Customer fails to establish the account required by
        Section I-b of Exhibit "B" within three (3) business days after written
        notice to Customer of its failure to establish the account or within
        thirty (30) business days after written notice to Customer of its
        failure thereafter to maintain the account during the Term of this
        Agreement;


                                       15
<PAGE>   22
                (b)     If FDR is unable to receive payment from Customer
        because sufficient funds are not available in the account established
        pursuant to Section I-b of Exhibit "B" and Customer, within thirty (30)
        business days after written notice to Customer, fails to provide and
        maintain sufficient funds in the account to permit FDR to receive full
        payment from the account or within ten (10) business days after written
        notice to Customer if FDR has given notice more than three times in any
        twelve month period;

                (c)     Immediately without notice upon the termination of
        Customer's membership in VISA or MasterCard or either of their
        successors in interest, or if FDR has the right to give notice to
        MasterCard or VISA under Section 12.4 whether or not the notice is
        given;

                (d)     Immediately, without notice, with respect to any of
        Customer's Transaction Card Affiliates upon termination of such
        Transaction Card Affiliates' membership in VISA or MasterCard or either
        of their successors in interest, or if FDR has the right to give notice
        to MasterCard or VISA under Section 12.4 with respect to such
        Transaction Card Affiliate, whether or not notice is given.

                (e)     If Customer fails to pay any Daily Amount when required
        under Article 12 of this Agreement and does not cure the failure within
        two (2) business days after written notice to Customer of the failure or
        within one (1) business day after written notice to Customer if FDR has
        given notice of a failure to pay more than three times in any twelve
        month period;

                (f)     If Customer, without explanation, fails to pay any
        amount due under this Agreement which does not give rise to the right to
        terminate under any other provision of this Section 9.1 within thirty
        (30) business days after written notice to Customer of its failure to
        pay the amount;

                (g)     Upon twenty-four (24) hours notice by FDR if FDR has
        terminated Interchange Settlement of transactions on behalf of Customer
        or Customer's Transaction Card Affiliates pursuant to Section 12.7 for
        more than ten (10) consecutive days or for more than twenty (20) days in
        any Processing Year;

                (h)     If any Insolvency Event occurs with respect to Customer.

The rights of FDR to terminate under this Section 9.1 are cumulative and the
existence of the right under any provision or subsection is not exclusive of the
right under any other provision or subsection.

        9.2     TERMINATION BY CUSTOMER. Despite anything to the contrary herein
contained, Customer, at its option, may terminate this Agreement under the
following circumstances:


                                       16
<PAGE>   23
                (a)     Immediately, without notice to FDR, in the event any
        Insolvency Event occurs with respect to FDR.

                (b)     With advance written notice if directed to terminate
        this Agreement by the Federal Deposit Insurance Corporation, the Office
        of the Comptroller of the Currency, the Federal Financial Institutions
        Examination Council, the Office of Thrift Supervision and, with respect
        to Customer's Transaction Card Affiliate, regulatory banking authorities
        of the State of California.

                (c)     If FDR shall fail to perform or observe any of the
        material terms, covenants and conditions to be performed hereunder so
        that Customer, considering FDR's performance as a whole, is not
        receiving the services for which it contracted and such failure
        materially jeopardizes Customer's ability to operate its business and
        continues unremedied for a period of sixty (60) days after written
        notice from Customer to FDR specifying the failure and demanding that
        the same be remedied; or

                (d)     As provided in Sections 2.5(f) or 2.7(b).

        9.3     EFFECT OF TERMINATION. Upon the termination of this Agreement,
FDR shall have no further obligation to provide services to Customer or
Customer's Transaction Card Affiliates and all outstanding unpaid amounts due
and owing to FDR under the terms of this Agreement shall become immediately due
and payable. The termination of this Agreement shall not affect the following:

                (a)     The obligation of Customer to pay for services rendered
        or any other obligation or liability owing or which becomes owing under
        this Agreement whether the obligations arise prior to or after the date
        of termination including the obligations to make the payments provided
        in Sections 9.4, 9.5, 12.1 and Section I of Exhibit "B";

                (b)     The obligations set forth in this Agreement in
        connection with the InfoSight Software, the cc:Mail Software, the
        Recovery 1 Software and the HNC Software;

                (c)     The provisions of Article 5 or any other indemnification
        obligations of either party;

                (d)     The provisions of Article 6;

                (e)     The provisions of Article 7; and

                (f)     The provisions of Article 10 or any other
        confidentiality obligations of either party.


                                       17
<PAGE>   24
        9.4     PAYMENTS UPON TERMINATION. Despite anything in this Agreement to
the contrary, if FDR terminates this Agreement in accordance with the provisions
of Section 9.1 (other than as provided for in Section 9.1(d)) at any time prior
to the expiration of the Term, Customer shall pay to FDR upon the termination,
and prior to Deconversion, an amount equal to the sum of:

                (a)     Minimum Processing Fees, as set forth in Section I-d of
        Exhibit "B", for the Processing Year in which the termination occurs
        (after crediting Customer for any Processing Fees paid for services
        provided in the Processing Year); and

                (b)     Liquidated Damages calculated as set forth
        in Section 9.5.

In addition, in the event that this Agreement is terminated, for any reason,
prior to the conclusion of the Original Term, Customer hereby agrees to pay FDR
an amount equal to the Signing Bonus; provided, that such amount shall be
reduced by an amount equal to one-sixtieth (1/60) of the Signing Bonus for each
whole calendar month of the Original Term which has elapsed prior to the
effective date of such termination.

        9.5     LIQUIDATED DAMAGES. The prices for services under this Agreement
were determined by mutual agreement based upon certain assumed volumes of
processing activity and the length of the Term of this Agreement. Customer
acknowledges that without the certainty of revenue from the Year 1 Minimum
Processing Fees and the Minimum Processing Fees provided in Section I of Exhibit
"B", FDR would have been unwilling to provide processing services at the prices
set forth in this Agreement. The parties agree it would be difficult or
impossible to ascertain FDR's actual damages for a termination or other breach
of this Agreement by Customer resulting in a termination of this Agreement
before the end of the Term. The parties further agree that an amount equal to
the sum of the present values of the payment in each full Processing Year which
remains during the Term of this Agreement in an amount equal to thirty five
percent (35%) of the Year 1 Minimum Processing Fee or Minimum Processing Fees,
as applicable, for the Processing Year in which termination occurs (the
"Liquidated Damages") is a reasonable estimation of the actual damages which FDR
would suffer if FDR were to fail to receive the processing business for the full
Term. In determining the present value of the amount, an interest rate equal to
the three (3) month Treasury Bill Rate, as quoted by The Wall Street Journal for
the date on which termination occurs, or if not available on the date of
termination, as soon thereafter as the next edition of The Wall Street Journal
is published, shall be assumed and the payments shall be assumed to be made on
the first day of each Processing Year. Each party acknowledges and agrees, after
taking into account the terms of this Agreement and all relevant circumstances
at the date hereof, that the Liquidated Damages payable under this Section 9.5
represents a reasonable and genuine pre-estimate of the damages which would be
suffered by FDR in the event of early termination of this Agreement and does not
constitute a penalty. Despite the foregoing, nothing in this Agreement shall
limit FDR's right to recover from Customer or Customer's Transaction Card
Affiliates (a) any amounts advanced by FDR on behalf of Customer or Customer's
Transaction Card Affiliates for Interchange Settlement, (b) any amounts for
which Customer or Customer's Transaction Card Affiliates are liable other than
for Processing Fees, or


                                       18
<PAGE>   25
(c) any payment under any provision for indemnification under this Agreement.
Nothing in this Agreement shall limit the right of any party to this Agreement
to seek injunctive relief, to the extent available, in respect of breaches of
this Agreement.


                                   ARTICLE 10
                           CONFIDENTIAL NATURE OF DATA

        10.1    CUSTOMER'S PROPRIETARY INFORMATION. FDR shall not obtain any
proprietary rights in any proprietary or confidential information which has been
or at any time after the date of this Agreement is disclosed, directly or
indirectly, to FDR by Customer or any of Customer's Transaction Card Affiliates
("Customer's Proprietary Information"). FDR shall maintain in confidence and
shall not disclose to any third party, except as otherwise provided herein,
Customer's Proprietary Information and FDR agrees that such information will be
used by FDR only to perform services in accordance with this Agreement and for
internal research and development with the intent of improving the Services or
other services to be offered pursuant to this Agreement. FDR agrees to return to
Customer upon the expiration or termination of this Agreement and payment for
Deconversion as provided in Section I of Exhibit "B" and upon written request
from Customer, all or any requested portion of Customer's Proprietary
Information including, but not limited to:

                Cardholder Master Files
                Merchant Master Files
                Agent Bank Master Files
                Cardholder Revolving Transaction Files
                CIS Memo Files
                Authorizations, posted transactions, statement files, and all
                  other data relating to Customer's Accounts

        10.2    FDR'S PROPRIETARY INFORMATION. Neither Customer nor Customer's
Transaction Card Affiliates shall obtain any proprietary rights in any
proprietary or confidential information which has been or at any time after the
date of this Agreement is disclosed, directly or indirectly, to Customer or any
of Customer's Transaction Card Affiliates by FDR, including without limitation,
any data or information that is a trade secret or competitively sensitive
material, FDR's user manuals, screen displays and formats, FDR's computer
software and documentation, software performance results, flow charts and other
specifications (whether or not electronically stored), data and data formats
(collectively, "FDR's Proprietary Information") whether any of the materials are
developed or purchased specifically for performance of this Agreement or
otherwise. Customer agrees to, and shall cause its Affiliates to, return to FDR
all of FDR's Proprietary Information upon the expiration or termination of this
Agreement.

        10.3    CONFIDENTIALITY OF AGREEMENT. Except as required by law,
Customer shall keep confidential and not disclose, and shall cause its
Affiliates and their respective directors, officers, employees, representatives,
agents and independent contractors to keep confidential and not


                                       19
<PAGE>   26
disclose, any of the terms and conditions of this Agreement to any third party
without the prior written consent of FDR.

        10.4    CONFIDENTIALITY. FDR, Customer and Customer's Transaction Card
Affiliates agree to maintain Customer's Proprietary Information and FDR's
Proprietary Information, respectively, in strict confidence. Without limiting
the generality of the foregoing, FDR, Customer and Customer's Transaction Card
Affiliates each agree:

                (a)     Not to disclose or permit any other person or Entity
        access to Customer's Proprietary Information or FDR's Proprietary
        Information, as appropriate, except that the disclosure or access shall
        be permitted to an employee, officer, director, agent, representative,
        external or internal auditors or independent contractor of the party
        requiring access to the same in the course of his or her employment or
        services;

                (b)     To ensure that its employees, officers, directors,
        agents, representatives and independent contractors are advised of the
        confidential nature of Customer's Proprietary Information and FDR's
        Proprietary Information, as appropriate, and are precluded from taking
        any action prohibited under this Article 10, provided that in any event
        Customer and FDR shall each be liable for any breach of this Article 10
        by their respective employees, officers, directors, agents,
        representatives and independent contractors;

                (c)     Not to alter or remove any identification, copyright or
        proprietary rights notice which indicates the ownership of any part of
        Customer's Proprietary Information or FDR's Proprietary Information, as
        appropriate; and

                (d)     To notify the other promptly and in writing of the
        circumstances surrounding any possession, use or knowledge of Customer's
        Proprietary Information or FDR's Proprietary Information, as
        appropriate, at any location or by any Entity other than those
        authorized by this Agreement.

        10.5    RELEASE OF INFORMATION. Despite the foregoing, Customer agrees
that Customer's Proprietary Information may be made available to VISA,
MasterCard or to supervisory or regulatory authorities of Customer or Customer's
Transaction Card Affiliates upon the written request of the Entity and notice to
Customer.

        10.6    EXCLUSIONS. Nothing in this Article 10 shall restrict either
party with respect to information or data identical or similar to that contained
in Customer's Proprietary Information or FDR's Proprietary Information, as
appropriate, but which:

                (a)     That party rightfully possessed before it received the
        information from the other as evidenced by written documentation;

                (b)     Subsequently becomes publicly available through no fault
        of that party;


                                       20
<PAGE>   27
                (c)     Is subsequently furnished rightfully to that party by a
        third party (no Affiliate of Customer shall be considered to be a third
        party) not known to be under restrictions on use or disclosure;

                (d)     Is independently developed by an employee, agent or
        contractor of such party; or

                (e)     Is required to be disclosed by law, regulation or court
        order, provided that the disclosing party will exercise reasonable
        efforts to notify the other party prior to disclosure.

        10.7    REMEDY. In the event of any breach of this Article 10, the
parties agree that the non-breaching party will suffer irreparable harm and the
total amount of monetary damages for any injury to the non-breaching party from
any violation of this Article 10 will be impossible to calculate and will
therefore be an inadequate remedy. Accordingly, the parties agree that the
non-breaching party shall be entitled to temporary and permanent injunctive
relief against the breaching party, its employees, officers, directors, agents,
representatives or independent contractors, and the other rights and remedies to
which the non-breaching party may be entitled to at law, in equity and under
this Agreement for any violation of this Article 10. The provisions of this
Article 10 shall survive the expiration or termination of this Agreement.

                                   ARTICLE 11
                                 REPRESENTATIONS

        11.1    FDR'S REPRESENTATIONS. FDR represents and warrants that:

                (a)     It is a corporation validly organized and existing under
        the laws of the State of Delaware;

                (b)     It has full power and authority under its organizational
        documents and the laws of the State of Delaware to execute and deliver
        this Agreement and to perform its obligations hereunder;

                (c)     It has by proper action duly authorized the execution
        and delivery of this Agreement and when validly executed and delivered
        this Agreement shall constitute a legal, valid and binding Agreement of
        FDR enforceable in accordance with its terms; and

                (d)     The execution and delivery of this Agreement and the
        consummation of the transaction herein contemplated does not conflict in
        any material respect with or constitute a material breach or material
        default under its organizational documents or under the terms and
        conditions of any documents, agreements or other writings to which it is
        a party.


                                       21
<PAGE>   28
                (e)     FDR represents and warrants that the Services shall be
        Year 2000 Compliant by December 31, 1999. "Year 2000 Compliant" means
        that, for mission-critical applications:

                        (i)     date data from at least 1900 through 2049 will
                process without error or interruption due solely to the change
                in century, in any level of computer hardware, software or
                services FDR provides, including, but not limited to, microcode,
                firmware, system and application programs, files, databases and
                computer services;

                        (ii)    there will be no loss of any functionality of
                the Services due solely to the change in century, with respect
                to the introduction, processing or output of records containing
                dates falling on or after January 1, 2000;

                        (iii)   On and after January 1, 2000, Services that FDR
                provides will continue to be interoperable, in the same manner
                as they are prior to January 1, 2000, with software and hardware
                which may deliver records to, receive records from or interact
                with the Services in the course of processing data, provided
                that such other software and hardware uses a century windowing
                or interpretive approach (with a pivot year of 50).

                (f)     The Services design shall accommodate, at a minimum, all
        of the following: (i) date data century recognition; (ii) calculations
        which accommodate same- and multi-century formulas and date values; and
        (iii) implied century on input/output of data.


        11.2    CUSTOMER'S REPRESENTATIONS. Customer represents and warrants
that:

                (a)     It is a corporation validly organized and existing under
        the laws of the California;

                (b)     It has full power and authority under its organizational
        documents and the laws of the California to execute and deliver this
        Agreement and to perform its obligations hereunder;

                (c)     It has by proper action duly authorized the execution
        and delivery of this Agreement and when validly executed and delivered
        this Agreement shall constitute a legal, valid and binding agreement of
        Customer enforceable in accordance with its terms; and

                (d)     The execution and delivery of this Agreement and the
        consummation of the transaction herein contemplated does not conflict in
        any material respect with or constitute


                                       22
<PAGE>   29
        a material breach or material default under its organizational documents
        or under the terms and conditions of any documents, agreements or other
        writings to which it is a party.

                (e)     Customer represents and warrants that any hardware or
        software provided by Customer or its vendors which is intended to
        deliver records to, receive records from or interact with the Services
        is Year 2000 Compliant as defined in this Section.

                (f)     Customer agrees to cooperate fully, and to ensure that
        its vendors cooperate fully, with FDR to ensure the interoperability of
        the Services with hardware and software of the Customer or its vendors.
        FDR shall have the right, at its discretion, to reject any data file
        which it in good faith believes will interfere with the ability of the
        Services to be Year 2000 Compliant.

        11.3    FINANCIAL INFORMATION. In 1998, Customer shall, on quarterly
basis, provide FDR with current copies of Customer's Balance Sheet and Income
Statements in order to allow FDR to monitor Customer's financial status. In the
event that Customer, in the reasonable opinion of FDR, is unable to pay its
debts in the ordinary course of business or as they become due, or in the
reasonable opinion of FDR Customer is unable to perform its obligations under
this Agreement, then the parties agree to negotiate, in good faith, can
amendment to or a revision of this Agreement to reflect Customer's changed
financial status. All information provided under this Section 11.3 shall be
Customer's Proprietary Information and shall be subject to the provisions of
Article 10 of this Agreement.


                                   ARTICLE 12
                             TRANSACTION SETTLEMENT

        12.1    INTERCHANGE SETTLEMENT ACCOUNT. In order for FDR to provide its
services to Customer and Customer's Transaction Card Affiliates pursuant to this
Agreement, it is necessary for FDR to handle and settle Interchange Settlement
for Customer and Customer's Transaction Card Affiliates through the
international Interchange networks of MasterCard and VISA. It shall be the
responsibility of Customer and Customer's Transaction Card Affiliates to provide
ICA and BIN numbers from MasterCard and VISA, respectively, for use by FDR in
the settlement of transactions for Customer and Customer's Transaction Card
Affiliates. Customer and Customer's Transaction Card Affiliates understand that
FDR handles the Interchange Settlement with MasterCard and VISA for its clients
including Customer and Customer's Transaction Card Affiliates on a net
settlement basis (the "Settlement System"). To facilitate the Settlement System,
FDR has established, will establish or will direct Customer to establish and may
in the future establish or direct Customer to establish one or more interchange
settlement Central Clearing Accounts (collectively the "Settlement Account") at
one or more banks.

        12.2    TRANSFER OF FUNDS. FDR shall calculate and inform Customer on
each business day of the amount of funds to be transferred (the "Daily Amount")
as the result of (a) current transaction processing, and (b) funding required
for incoming transactions of Customer and


                                       23
<PAGE>   30
Customer's Transaction Card Affiliates. If the Daily Amount is negative,
Customer must transfer to the Settlement Account, by the close of business of
the Federal Reserve System in New York, an amount equal to the Daily Amount. If
the Daily Amount is positive, FDR will transfer to Customer, or will cause
MasterCard or VISA to transfer to Customer, immediately available funds equal to
the Daily Amount prior to the close of business of the Federal Reserve System in
New York on such date.

        12.3    DAILY AMOUNT. The Daily Amount shall equal:

                (a)     The Net Settlement Amount for Customer and Customer's
        Transaction Card Affiliates, plus


                (b)     The amount necessary to fund incoming Interchange
        transactions not yet processed, determined in accordance with the FDR
        Settlement Rules, minus

                (c)     The amount previously advanced by Customer with respect
        to prior incoming Interchange transactions for which processing is
        complete.

        12.4    FAILURE TO TRANSFER. In the event of the failure of Customer on
any business day when required by the terms of this Agreement or the FDR
Settlement Rules, to transfer the Daily Amount to the Settlement Account, FDR
may refuse, after two (2) business days' written notice to Customer and without
incurring any liability to Customer or Customer's Transaction Card Affiliates,
to act as Customer's agent in discharging any VISA or MasterCard Interchange
obligations of Customer and Customer's Transaction Card Affiliates and shall
have the right to immediately notify MasterCard and VISA that it will no longer
cause the MasterCard or VISA Interchange obligations of Customer and Customer's
Transaction Card Affiliates to be discharged. In addition to the foregoing, FDR
may take such actions with respect to Customer's and Customer's Transaction Card
Affiliate's obligations under the Settlement System as FDR deems reasonable to
protect FDR or its customers from any loss arising from Customer's non-payment
of the Daily Amount. If Customer, within two (2) business days after written
notice from FDR pays FDR the Daily Amount which Customer had failed to transfer
to the Settlement Account together with late payment fees as set forth in
Section 12.5 of this Agreement, then FDR shall continue to act as Customer's
agent in discharging Customer's VISA or MasterCard Interchange Settlement
obligations.

        12.5    SETTLEMENT LATE PAYMENT FEE. In addition to any other provisions
in this Agreement, in the event of Customer's failure to transfer or make
available the Daily Amount for any business day, Customer shall pay to FDR a
late payment fee (the "Settlement Late Payment Fee") which shall be equal to the
amount Customer and Customer's Transaction Card Affiliates would have been
required to pay as a late payment fee under MasterCard and VISA rules. The
amount shall be calculated in accordance with the rules and shall continue to
accrue until FDR shall have received the Daily Amount from Customer. Settlement
Late Payment Fees shall be


                                       24
<PAGE>   31
paid to FDR based upon the rules even though FDR may have elected to make
settlement with MasterCard or VISA in a timely manner on behalf of Customer and
Customer's Transaction Card Affiliates. If FDR has received funds from VISA
and/or MasterCard as a result of Interchange Settlement on behalf of Customer or
Customer's Transaction Card Affiliates and fails to make available the Daily
Amount to Customer, FDR shall pay to Customer a late payment fee based on the
Daily Amount calculated in the same manner as the Settlement Late Payment Fee.

        12.6    NO INDEPENDENT OBLIGATION. The obligation of FDR to discharge
any VISA or MasterCard Interchange obligations of Customer or Customer's
Transaction Card Affiliates shall be solely as an agent of Customer and
Customer's Transaction Card Affiliates in accordance with the terms and
provisions of this Agreement and the FDR Settlement Rules. FDR shall have no
independent obligation with respect to the discharge of the Interchange
obligations of Customer or Customer's Transaction Card Affiliates.

        12.7    VIOLATION OF RULES. In the event that MasterCard or VISA shall
notify FDR of any violation of the rules and regulations of MasterCard or VISA,
relating to Customer or Customer's Transaction Card Affiliates or transactions
processed for Customer or Customer's Transaction Card Affiliates, FDR shall have
the right, without liability to Customer or Customer's Transaction Card
Affiliates, to terminate Interchange Settlement of transactions on behalf of
Customer and Customer's Transaction Card Affiliates under this Agreement until
the time as FDR shall have been notified by MasterCard or VISA that the
violation has been corrected.

        12.8    RELIANCE ON OTHER PARTIES. Customer acknowledges that
performance of Interchange Settlement involves the settlement of certain of
Customer's and Customer's Transaction Card Affiliates' transactions jointly and
on a combined net basis with the settlement of transactions of other customers
of FDR. Accordingly, the payment or receipt by FDR of settlement monies on
behalf of Customer and Customer's Transaction Card Affiliates may be dependent
on equivalent payments or receipts being received or made by or for other
customers of FDR and in respect of transactions involving Transaction Cards
issued by such other customers. FDR and Customer will cooperate and use all
reasonable resources to identify the reason for any settlement failure and shall
attempt to work to its resolution.

        12.9    COMPLIANCE WITH INSTRUCTIONS. FDR shall be entitled without
further inquiry to execute or otherwise act upon (a) instructions or information
or purported instructions or information received through the MasterCard and
VISA payment systems and instructions or information, or (b) purported
instructions or information received in accordance with the MasterCard and VISA
rules or settlement manuals otherwise than through the payment systems or in
accordance with the FDR Settlement Rules notwithstanding that it may afterwards
be discovered that the instructions or information were not genuine or were not
initiated by Customer or Customer's Transaction Card Affiliates. Such execution
or action shall constitute a good discharge to FDR, and FDR shall not be liable
for any liability, damage, expense, claim or loss (including loss of business,
loss of profit or exemplary, punitive, special, indirect or consequential


                                       25
<PAGE>   32
damages of any kind) whatsoever arising in whatever manner, directly or
indirectly, from or as a result of the execution or action.

        12.10   RESTRICTIONS ON SETOFF. Customer and Customer's Transaction Card
Affiliates agree to discharge their Interchange Settlement obligations to FDR
under this Article 12 in full and on first written demand waiving any defense,
setoff or right of counterclaim (without prejudice to the ability of Customer or
Customer's Transaction Card Affiliates to pursue these independently) and
notwithstanding any act or omission or alleged act or omission or any
insufficiency or deficiency that there is or has been or that may be alleged in
the performance by FDR of its obligations under this Agreement or otherwise. FDR
agrees, however, that it shall not setoff against any payment to be made by it
to Customer or Customer's Transaction Card Affiliates or on their behalf
pursuant to this Article 12 any amount due and payable by Customer or Customer's
Transaction Card Affiliates to FDR (without prejudice to the ability of FDR to
pursue these independently) other than amounts due and payable by Customer or
Customer's Transaction Card Affiliates or on their behalf to FDR pursuant to
this Article 12.

        12.11   TRAILING ACTIVITY. If Customer terminates this Agreement or if
Customer or any of Customer's Transaction Card Affiliates ceases to obtain
processing services from FDR under this Agreement in a manner which results in
fees or charges relating to Customer's Accounts continuing to be included as a
part of FDR's net settlement with MasterCard or VISA, FDR may obtain daily
payment from the Settlement Account established under Section 12.1 or, if the
Settlement Account no longer exists, Customer will provide FDR immediately upon
notice with access to an account of Customer's funds, not requiring signature,
which FDR may draw upon in order to receive payment for such fees and charges.
FDR will provide Customer with documentation for all fees and charges paid on
behalf of Customer.

                                   ARTICLE 13
                                     GENERAL

        13.1    ASSIGNMENT. Except as otherwise provided herein, the rights and
obligations of Customer and Customer's Transaction Card Affiliates, on the one
hand, and FDR on the other hand, under this Agreement are personal and not
assignable by either party, either voluntarily or by operation of law, without
the prior written consent of the other party, which consent shall not be
unreasonably withheld. Subject to the foregoing, all provisions contained in
this Agreement shall extend to and be binding upon the parties hereto or their
respective successors and permitted assigns.

        13.2    RELATIONSHIP OF PARTIES. Nothing contained in this Agreement
shall be deemed or construed by the parties, or by any third party, to create
the relationship of partnership or joint venture between the parties hereto, it
being understood and agreed that neither the method of computing compensation
nor any other provision contained herein shall be deemed to create any
relationship between the parties hereto other than the relationship of
independent parties contracting for services and, for purposes of Interchange
Settlement only, the relationship of


                                       26
<PAGE>   33
principal and agent as set forth in Section 12.6. Neither Customer or FDR has,
and shall not hold itself out as having, any authority to enter into any
contract or create any obligation or liability on behalf of, in the name of, or
binding upon the other except as specifically provided in connection with the
Interchange Settlement.

        13.3    BUSINESS CONTINUITY PLAN. FDR has created a business continuity
plan (the "Business Continuity Plan"). FDR shall provide Customer with a written
summary of such Business Continuity Plan upon the written request of Customer.
Despite the foregoing, FDR reserves the right to change such Business Continuity
Plan from time to time during the Term of this Agreement. At any time, upon
Customer's request, FDR shall explain all changes made to the Business
Continuity Plan. Any such change shall not degrade the quality of the Business
Continuity Plan in a manner which has a material, adverse impact on the services
provided hereunder. FDR will undertake and make certain revisions to its
Business Continuity Plan which will meet or exceed regulatory agency contingency
planning criteria. FDR's Business Continuity Plan includes a time frame schedule
for recovering critical business functions.

        13.4    STATE LAW. Except as provided for in Section 13.16, this
Agreement shall be governed by the laws of the State of New York as to all
matters including validity, construction, effect, performance and remedies
without giving effect to the principles of choice of law thereof. For purposes
of any suit, action or proceeding Customer agrees that any process to be served
in connection therewith shall, if delivered, sent or mailed in accordance with
Section 13.5, constitute good, proper and sufficient service thereof.

        13.5    NOTICE. All notices which either party may be required or desire
to give to the other party shall be in writing and shall be given by personal
service, telecopy, registered mail or certified mail (or its equivalent), or
overnight courier to the other party at its respective address or telecopy
telephone number set forth below. Mailed notices and notices by overnight
courier shall be deemed to be given upon actual receipt by the party to be
notified. Notices delivered by telecopy shall be confirmed in writing by
overnight courier and shall be deemed to be given upon actual receipt by the
party to be notified.

If to FDR:
                         First Data Resources Inc.
                         10825 Farnam Drive
                         Omaha, Nebraska 68154
                         Attn: President
                         Telecopy Number: 402-222-7334


                                       27
<PAGE>   34
With a copy to:

                         First Data Resources Inc.
                         10825 Farnam Drive
                         Omaha, Nebraska 68154
                         Attn: Counsel
                         Telecopy Number: 402-222-7700

If to Customer:
                         Internet Access Financial Corporation
                         595 Market Street
                         Suite 2250
                         San Francisco, California 94105

A party may change its address or addresses set forth above by giving the other
party notice of the change in accordance with the provisions of this section. In
the event FDR provides notice hereunder to Customer of any default by Customer
in the performance of the provisions of this Agreement, which default could
result in the termination of this Agreement, FDR may, at its option, deliver a
copy of the notice to any of Customer's Transaction Card Affiliates receiving
services under this Agreement.

        13.6    HEADINGS. The section headings in this Agreement are solely for
convenience and shall not be considered in its interpretation. The recitals set
forth on the first page of this Agreement are incorporated into the body of the
Agreement. The Exhibits referred to throughout this Agreement are attached to
this Agreement and are incorporated into this Agreement. Unless the context
clearly indicates, words used in the singular include the plural, words in the
plural include the singular and the word "including" means "including but not
limited to".

        13.7    WAIVER. The failure of either party at any time to require
performance by the other party of any provision of this Agreement shall not
affect in any way the full right to require the performance at any subsequent
time. The waiver by either party of a breach of any provision of this Agreement
shall not be taken or held to be a waiver of the provision itself. Any course of
performance shall not be deemed to amend or limit any provision of this
Agreement.

        13.8    FORCE MAJEURE AND RESTRICTED PERFORMANCE. If performance by
either FDR or Customer of any service or obligation under this Agreement,
including Start-Up or Deconversion, is prevented, restricted, delayed or
interfered with by reason of labor disputes, strikes, acts of God, floods,
lightning, severe weather, shortages of materials, rationing, utility or
communication failures, failure of MasterCard or VISA, failure or delay in
receiving electronic data, earthquakes, war, revolution, civil commotion, acts
of public enemies, blockade, embargo, or any law, order, proclamation,
regulation, ordinance, demand or requirement having legal effect of any
government or any judicial authority or representative of any such government,
or any other act or omission whatsoever, whether similar or dissimilar to those
referred to in this clause, which are beyond the reasonable control of either


                                       28
<PAGE>   35
FDR or Customer, as the case may be, then either FDR or Customer, as the case
may be shall be excused from the performance to the extent of the prevention,
restriction, delay or interference. As a condition to continuing to perform
embossing services for card issuing members of VISA U.S.A. Inc., FDR was
required to enter into a VISA Card Personalization Agreement dated May 1, 1993,
(the "VISA Agreement"). Under certain circumstances VISA is permitted, pursuant
to the VISA Agreement, to temporarily or permanently prevent or restrict FDR's
right to perform embossing services for card issuing members of VISA U.S.A. Inc.
Customer and Customer's Transaction Card Affiliates hereby agree that if, as a
result of VISA exercising its rights under the VISA Agreement, FDR is prevented
or restricted by VISA from performing embossing services for Customer or
Customer's Transaction Card Affiliates, then FDR shall be excused from the
performance of such embossing services to the extent of such prevention or
restriction by VISA.

        13.9    SEVERABILITY. If any provision of this Agreement is held invalid
or unenforceable for any reason, the invalidity shall not affect the validity of
the remaining provisions of this Agreement, and the parties shall substitute for
the invalid provisions a valid provision which most closely approximates the
intent and economic effect of the invalid provision.

        13.10   AUDIT. From time to time during the Term of this Agreement, FDR
will allow a third party, selected by FDR, to perform an audit of the electronic
data processing environment maintained by FDR to provide the services
contemplated under this Agreement. FDR shall provide Customer or Customer's
Transaction Card Affiliate with a copy of the results of the audit if Customer
or Customer's Transaction Card Affiliate request a copy in writing.

        13.11   RISK OF LOSS. Customer shall be responsible for any and all risk
of loss to any tangible item (a) provided by FDR for Customer (including without
limitation statements and embossed cards) upon the delivery of such items to the
U.S. Postal Service or such other courier as Customer may select, and (b)
provided by Customer to FDR until actual receipt of such items by FDR. It is
expressly understood that the U.S. Postal Service and any courier selected by
Customer are the agents of Customer and not FDR.

        13.12   EQUAL EMPLOYMENT OPPORTUNITY. FDR will not discriminate against
any employee or applicant for employment because of race, color, religion, sex,
national origin, disability, age or veteran status as ordered by the Secretary
of Labor pursuant to Section 202 of Executive Order 11246, Section 503 of the
Rehabilitation Act of 1973, and Section 402 of the Vietnam Era Veterans
Readjustment Assistance Act of 1974.

        13.13   INFORMAL DISPUTE RESOLUTION. Any controversy or claim between
FDR, on the one hand, and Customer on the other hand, arising from or in
connection with this Agreement or the relationship of the parties under this
Agreement whether based on contract, tort, common law, equity, statute,
regulation, order or otherwise, ("Dispute") shall be resolved as follows:


                                       29
<PAGE>   36
                (a)     Upon written request of either FDR, on the one hand, or
        Customer, on the other hand, the parties will appoint a designated
        representative whose task it will be to meet for the purpose of
        endeavoring to resolve such Dispute.

                (b)     The designated representatives shall meet as often as
        the parties reasonably deem necessary to discuss the problem in an
        effort to resolve the Dispute without the necessity of any formal
        proceeding.

                (c)     Formal proceedings for the resolution of a Dispute may
        not be commenced until the earlier of:

                        (i)     the designated representatives concluding in
                                good faith that amicable resolution through
                                continued negotiation of the matter does not
                                appear likely; or

                        (ii)    the expiration of the thirty (30) day period
                                immediately following the initial request to
                                negotiate the Dispute;

provided, however, that this Section 13.13 will not be construed to prevent a
party from instituting formal proceedings earlier to avoid the expiration of any
applicable limitations period, to preserve a superior position with respect to
other creditors or to seek temporary or preliminary injunctive relief pursuant
to Section 10.7.

        13.14   ARBITRATION.

                (a)     If the parties are unable to resolve any Dispute as
        contemplated by Section 13.13, such Dispute shall be submitted to
        mandatory and binding arbitration at the election of either FDR, on the
        one hand, and Customer, on the other hand (the "Disputing Party").
        Except as otherwise provided in this Section 13.14, the arbitration
        shall be pursuant to the Commercial Arbitration Rules of the American
        Arbitration Association (the "AAA").

                (b)     To initiate the arbitration, the Disputing Party shall
        notify the other party in writing (the "Arbitration Demand"), which
        shall (i) describe in reasonable detail the nature of the Dispute, (ii)
        state the amount of the claim, (iii) specify the requested relief and
        (iv) name an arbitrator who (A) has been licensed to practice law in the
        U.S. for at least ten years, (B) is not then an employee of Customer or
        FDR or an employee of an Affiliate of either Customer or FDR, and (C) is
        experienced in representing clients in connection with commercial
        agreements (the "Basic Qualifications"). Within fifteen (15) days after
        the other party's receipt of the Arbitration Demand, such other party
        shall file, and serve on the Disputing Party, a written statement (i)
        answering the claims set forth in the Arbitration Demand and including
        any affirmative defenses of such party; (ii) asserting any counterclaim,
        which shall (A) describe in reasonable detail the nature of the Dispute
        relating to the counterclaim, (B) state the amount of the counterclaim,
        and (C) sped the


                                       30
<PAGE>   37
        requested relief; and (iii) naming a second arbitrator satisfying the
        Basic Qualifications. Promptly, but in any event within fifteen (15)
        days thereafter, the two arbitrators so named will select a third
        neutral arbitrator from a list provided by the AAA of potential
        arbitrators who satisfy the Basic Qualifications and who have no past or
        present relationships with the parties or their counsel, except as
        otherwise disclosed in writing to and approved by the parties. The
        arbitration will be heard by a panel of the three arbitrators so chosen
        (the "Arbitration Panel"), with the third arbitrator so chosen serving
        as the chairperson of the Arbitration Panel. Decisions of a majority of
        the members of the Arbitration Panel shall be determinative.

                (c)     The arbitration hearing shall be held in such neutral
        location as the parties may mutually agree. The Arbitration Panel is
        specifically authorized to render partial or full summary judgment as
        provided for in the Federal Rules of Civil Procedure. In the event
        summary judgment or partial summary judgment is granted, the
        non-prevailing party may not raise as a basis for a motion to vacate an
        award that the Arbitration Panel failed or refused to consider evidence
        bearing on the dismissed claim(s) or issue(s). The Federal Rules of
        Evidence shall apply to the arbitration hearing. The party bringing a
        particular claim or asserting an affirmative defense will have the
        burden of proof with respect thereto. The arbitration proceedings and
        all testimony, filings, documents and information relating to or
        presented during the arbitration proceedings shall be deemed to be
        information subject to the confidentiality provisions of this Agreement.
        The Arbitration Panel will have no power or authority, under the
        Commercial Arbitration Rules of the AAA or otherwise, to relieve the
        parties from their agreement hereunder to arbitrate or otherwise to
        amend or disregard any provision of this Agreement, including, without
        limitation, the provisions of this Section 13.14.

                (d)     Should an arbitrator refuse or be unable to proceed with
        arbitration proceedings as called for by this Section 13.14, the
        arbitrator shall be replaced by the party who selected such arbitrator,
        or if such arbitrator was selected by the two party appointed
        arbitrators, by such two party-appointed arbitrators selecting a new
        third arbitrator in accordance with Section 13.14(b). Each such
        replacement arbitrator shall satisfy the Basic Qualifications. If an
        arbitrator is replaced pursuant to this Section 13.14(d) after the
        arbitration hearing has commence, then a rehearing shall take place in
        accordance with the provisions of this Section 13.14 and the Commercial
        Arbitration Rules of the AAA.

                (e)     At the time of granting or denying a motion for summary
        judgment as provided for in (c) and within fifteen (15) days after the
        closing of the arbitration hearing, the Arbitration Panel shall prepare
        and distribute to the parties a writing setting forth the Arbitration
        Panel's finding of facts and conclusions of law relating to the Dispute,
        including the reasons for the giving or denial of any award. The
        findings and conclusions and the award, if any, shall be deemed to be
        information subject to the confidentiality provisions of this Agreement.


                                       31
<PAGE>   38
                (f)     The Arbitration Panel is instructed to schedule promptly
        all discovery and other procedural steps and otherwise to assume case
        management initiative and control to effect an efficient and expeditious
        resolution of the Dispute. The Arbitration Panel is authorized to issue
        monetary sanctions against either party if, upon a showing of good
        cause, such party is unreasonably delaying the proceeding.

                (g)     Any award rendered by the Arbitration Panel will be
        final, conclusive and binding upon the parties and any judgment hereon
        may be entered and enforced in any court of competent jurisdiction.

                (h)     Each party will bear a pro rata share of all fees, costs
        and expenses of the arbitrators, and notwithstanding any law to the
        contrary, each party will bear all the fees, costs and expenses of its
        own attorneys, experts and witnesses; provided, however, that in
        connection with any judicial proceeding to compel arbitration pursuant
        to this Agreement or to confirm, vacate or enforce any award rendered by
        the Arbitration Panel, the prevailing party in such a proceeding will be
        entitled to recover reasonable attorneys' fees and expenses incurred in
        connection with such proceeding, in addition to any other relief to
        which it may be entitled.

        13.15   JUDICIAL PROCEDURE. Nothing in Sections 13.13 or 13.14 shall be
construed to prevent any party from seeking from a court a temporary restraining
order or other temporary or preliminary relief pending final resolution of a
Dispute pursuant to Section 13.13 or 13.14.

        13.16   FEDERAL ARBITRATION ACT. The parties acknowledge and agree that
performance of the obligations under this contract necessitates the use of
instrumentalities of interstate commerce and, notwithstanding other general
choice of law provisions in this Agreement, the parties agree that the Federal
Arbitration Act shall govern and control with respect to relevant provisions of
Sections 13.13 and 13.14.

        13.17   INSURANCE. FDR agrees that during the Term of this Agreement it
will obtain and maintain commercially reasonable levels of insurance covering
various types of liabilities, including but not limited to comprehensive crime
and employee fidelity bond coverage, which FDR, in its reasonable business
judgment, determines is appropriate to cover the potential exposure that FDR and
its customers could experience. FDR shall provide certificates or other suitable
evidence of such insurance upon Customer's request; provided, however, that FDR,
at its sole election, shall be permitted to make any modification, change,
reduction or increase in the types of coverage or the amount of coverage which
FDR, in its reasonable judgment, determines is appropriate. The certificates of
evidence of insurance shall provide that the insurance carrier will use
reasonable efforts to endeavor to provide Customer with written notice when FDR
or the insurance carrier makes any changes in the types or levels of insurance
maintained by FDR.

        13.18   ENTIRE AGREEMENT. This Agreement, including Exhibits and the
executed Affiliate Agreements, if any, sets forth all of the promises,
agreements, conditions and understandings


                                       32
<PAGE>   39
between the parties respecting the subject matter hereof and supersedes all
negotiations, conversations, discussions, correspondence, memorandums and
agreements between the parties concerning the subject matter. This Agreement may
not be modified except by a writing signed by authorized representatives of both
parties to this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties to this agreement have caused it to be
executed by their duly authorize officers as of the day and year first written
above.


FIRST DATA RESOURCES INC.


By:  /s/ JOHN THIELEN
     -------------------------------------------

Name:  JOHN THIELEN
       -----------------------------------------

Title:  SENIOR VICE PRESIDENT
        ----------------------------------------



INTERNET ACCESS FINANCIAL CORPORATION


By:  /s/ JEREMY LENT
     -------------------------------------------

Name:  JEREMY LENT
       -----------------------------------------

Title:  CHIEF EXECUTIVE OFFICER
        ----------------------------------------


                                       33
<PAGE>   40
                                  EXHIBIT "A"
                                    SERVICES

I.    THE FOLLOWING DOCUMENTS SPECIFICALLY DESCRIBE THE SERVICES REFERRED TO IN
      SECTION II:

      User Manuals:

               Adjustments
               Application Controls
               Applications
               Authorizations
               Authorization Only
               Cardholder Account Maintenance
               Cardholder Billing
               Cardholder New Accounts
               Cardholder Non-Monetary Transactions
               Cardholder Plastics
               Cardholder Select
               Cardholder System Features
               Chargeback Message Codes
               Chargebacks
               Client-Defined Screens
               Collections
               Company Cards
               Credit
               Customer Inquiry Management System
               Customer Inquiry System
               Equasion Correspondence
               Monetary Entry
               PIN Management
               Plastics Related Formats
               Product Control File
               Product Control File Utilities
               Reference Manual
               Reports Management System
               Retrievals
               Security
               Settlement
               Strategy Management
               System Administration
               System Overview



<PAGE>   41
      Customer bulletins issued by FDR

II.   SERVICES

      A.     FDR will provide Customer with an on-line terminal facility (not
             the terminals themselves), on-line access to Transaction Card
             processing software, adequate computer time and other mechanical
             Transaction Card services as more specifically described in the
             documents referred to in Section I.

      B.     Reports will be made available to Customer in accordance with FDR's
             Reports Management System (RMS): (i) on hardcopy which shall be
             express mailed (overnight delivery) to Customer from FDR, (ii) via
             remote job entry (RJE) or Network Data Mover (NDM) transmission
             from FDR, (iii) on-line from FDR, (iv) via Microfiche and/or (v) on
             CD-ROM disk, based upon Customer's needs. Other pertinent documents
             shall also be made available to Customer on hardcopy.

      C.     Issuer's Clearinghouse Services (ICS): The system whereby FDR
             processes and submits to the Issuer's Clearinghouse Service (ICS),
             on behalf of Customer, information concerning potential and
             existing Cardholders in accordance with the operating regulations
             of MasterCard and VISA. Inquiries into FDR's ICS on-line files
             utilizing FDR's ICS on-line transactions by an employee of Customer
             via Customers's CRT terminals will be counted as a non-monetary
             transaction. Anything in this Agreement to the contrary
             notwithstanding, it is understood and agreed that FDR's sole
             responsibility under the ICS services is to provide electronic data
             processing services to Customer in connection with Customer's use
             of the ICS. FDR shall not be responsible for and assumes no
             responsibility for: (i) any damages, losses or liabilities
             whatsoever arising out of the use by Customer of the ICS data
             bases, including any liability or obligation of Customer arising
             out of or related to its compliance with the Fair Credit Reporting
             Act or any other applicable federal, state or local law or
             ordinance; (ii) the accuracy of any information supplied by
             Customer to the ICS or for any verification of such information
             based upon reports provided to Customer through the ICS; and (iii)
             Customer's compliance with the operating regulations of MasterCard
             and VISA with respect to the ICS service. IN ADDITION, CUSTOMER
             UNDERSTANDS THAT FDR DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE
             USE AND OPERATION OF THE ICS, BOTH EXPRESS AND IMPLIED, INCLUDING
             BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
             FITNESS FOR ANY PARTICULAR PURPOSE.

      D.     FDR shall provide Customer and Customer's Transaction Card
             Affiliates with PC Remote Access Services as described in Section
             III of this Exhibit "A". In order for Customer and Customer's
             Transaction Card Affiliates to have access to the PC Remote Access
             Services, Customer and Customer's Transaction Card Affiliates



                                      A-2
<PAGE>   42
             shall be responsible, at their expense, for all computer equipment
             and PC software at Customer's and Customer's Transaction Card
             Affiliates' locations necessary to so access the services, as such
             hardware and software requirements are specified by FDR. All
             communication charges associated with accessing the FDR computers
             and equipment used to provide the PC Remote Access Services shall
             be paid by Customer.

      E.     Specific Services are defined in Section IV.

III.  ANCILLARY SERVICES

      A. InfoSight Services FDR agrees to update on a monthly basis certain
selected fields of the master files of Customer. Such files may be selected at
the system and/or system principal level of the FDR System. FDR agrees to
provide Customer with dial-up access to such files each business day of each
week. The hours of access during such business days shall be 7:00 a.m. to 7:00
p.m. Central Standard or Central Daylight Time, as appropriate. FDR agrees to
provide customer service support to Customer in its use of such services
provided by FDR. The amount and type of customer service support shall be that
which FDR determines is reasonably necessary in its exercise of good faith
business judgment. In order for Customer and Customer's Transaction Card
Affiliates to obtain InfoSight Services as described in this section, FDR shall
permit Customer and Customer's Transaction Card Affiliates to access Customer's
data base pursuant to the use of certain software which FDR licensed from Oracle
Corporation ("Oracle") pursuant to a Software License and Services Agreement
dated November 20, 1992 (the "InfoSight Software").

            (1)   Customer and Customer's Transaction Card Affiliates represent
                  and warrant to FDR that each will permit the InfoSight
                  Services to be utilized or accessed in its internal business
                  only by its own personnel. Customer and Customer's Transaction
                  Card Affiliates shall not copy the InfoSight Software.
                  Customer and Customer's Transaction Card Affiliates will not
                  reverse assemble or reverse compile the InfoSight Software
                  program, nor transfer, sublicense, rent, lease or assign the
                  InfoSight Software.

            (2)   The provisions set forth in this section only grant Customer
                  and Customer's Transaction Card Affiliates the right to use
                  the InfoSight Software and do not grant any rights of
                  ownership to Customer or Customer's Transaction Card
                  Affiliates. Customer and Customer's Transaction Card
                  Affiliates shall not publish any results of any benchmark
                  tests run on the InfoSight Software.

            (3)   If FDR's right to license the use of the InfoSight Software to
                  Customer and Customer's Transaction Card Affiliates is
                  terminated because the InfoSight Software infringes upon the
                  copyright, patent, or other proprietary rights



                                      A-3
<PAGE>   43
                  of any party or for any other reason, FDR shall have the right
                  to terminate the provision of the InfoSight Services upon
                  thirty (30) days notice to Customer and Customer's Transaction
                  Card Affiliates, or such shorter period of notice as coincides
                  with the termination of FDR's right to license the use of the
                  InfoSight Software, and FDR shall have no further liability to
                  Customer and Customer's Transaction Card Affiliates with
                  respect to the terminated services.

            (4)   Within thirty (30) days after the termination of this
                  Agreement, or the earlier termination of Customer's and
                  Customer's Transaction Card Affiliates' license to use the
                  InfoSight Software, Customer and Customer's Transaction Card
                  Affiliates shall deliver to FDR all copies of the
                  documentation, together with all separate informational
                  materials provided with respect to the InfoSight Services or
                  the InfoSight Software, in Customer's or Customer's
                  Transaction Card Affiliates' possession, custody or control
                  or, at Customer's or Customer's Transaction Card Affiliates'
                  discretion, shall destroy the same, as directed by FDR.

            (5)   Customer and Customer's Transaction Card Affiliates agree to
                  indemnify and hold harmless Oracle, its subsidiaries,
                  Affiliates, officers, directors, employees and agents from and
                  against any and all claims, demands, liability, loss, cost,
                  damage or expense, including attorneys' fees and costs of
                  settlement, resulting from or arising out of (i) the failure
                  of Customer or Customer's Transaction Card Affiliates to
                  observe any covenant or condition set forth in this section,
                  (ii) the violation by Customer or Customer's Transaction Card
                  Affiliates of any applicable statute, law or regulation
                  associated with the InfoSight Software, or (iii) Customer's or
                  Customer's Transaction Card Affiliates' use of the InfoSight
                  Services in a manner not provided for in this section.

            (6)   Customer and Customer's Transaction Card Affiliates
                  acknowledge that the InfoSight Software product is subject to
                  restrictions and controls imposed under the U.S. Export
                  Administration Act. Customer and Customer's Transaction Card
                  Affiliates each certify that neither the InfoSight Software
                  nor any direct product thereof is being or will be acquired,
                  shipped, transferred or reexported, directly or indirectly,
                  into any country prohibited under the Act.

            (7)   NEITHER FDR NOR ORACLE MAKES ANY WARRANTIES, WHETHER ORAL OR
                  WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR
                  SERVICES TO BE PROVIDED HEREUNDER, INCLUDING WITHOUT
                  LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A



                                      A-4
<PAGE>   44
                  PARTICULAR PURPOSE. ORACLE DOES NOT WARRANT THAT THE FUNCTIONS
                  CONTAINED IN THE INFOSIGHT SOFTWARE WILL MEET CUSTOMER'S OR
                  CUSTOMER'S TRANSACTION CARD AFFILIATES' REQUIREMENTS OR THAT
                  THE OPERATION OF THE INFOSIGHT SOFTWARE WILL BE ERROR FREE, OR
                  THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IN NO EVENT
                  WILL CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES HAVE
                  ANY CAUSE OF ACTION AGAINST ORACLE, NOR WILL ORACLE BE LIABLE
                  TO CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES FOR ANY
                  LOSSES, DAMAGES OR ANY ECONOMIC CONSEQUENTIAL DAMAGES
                  (INCLUDING LOST PROFITS OR SAVINGS), INCIDENTAL DAMAGES OR
                  PUNITIVE DAMAGES INCURRED OR SUFFERED BY CUSTOMER OR
                  CUSTOMER'S TRANSACTION CARD AFFILIATES EVEN IF ORACLE IS
                  INFORMED OF THEIR POSSIBILITY.

      B. FDR LinkUp Services FDR agrees to provide to Customer and Customer's
Transaction Card Affiliates electronic mail services consisting of a system
whereby Customer or Customer's Transaction Card Affiliates may create, edit,
transmit, store and retrieve data, in the form of textual messages and binary
files, utilizing Customer's telephone communication lines to FDR and certain
data storage facilities residing on Customer's computer equipment ("Mailboxes").
FDR shall assign to Customer a number of Mailboxes, which may be increased or
decreased by Customer at any time following at least thirty (30) days written
notice to FDR, provided that Customer shall be required to maintain at least one
(1) Mailbox at all times. In order for Customer and Customer's Transaction Card
Affiliates to obtain FDR LinkUp Services as described in this section, FDR shall
distribute to Customer and Customer's Transaction Card Affiliates cc:Mail
Software and related documentation (collectively, the "cc:Mail Software").

            (1)   Customer and Customer's Transaction Card Affiliates represent
                  and warrant to FDR that each will permit the FDR LinkUp
                  Services to be utilized or accessed in its internal business
                  only by its own personnel. Each copy of the cc:Mail Software
                  provided to Customer and Customer's Transaction Card
                  Affiliates may be used by Customer or Customer's Transaction
                  Card Affiliate on a single computer only, and in no event may
                  Customer or Customer's Transaction Card Affiliates install any
                  cc:Mail product given to Customer or Customer's Transaction
                  Card Affiliates by FDR on a network server. Neither Customer
                  nor Customer's Transaction Card Affiliates shall copy the
                  cc:Mail Software except that Customer and Customer's
                  Transaction Card Affiliates may make archival copies of the
                  cc:Mail Software for the sole purpose of having a backup copy.
                  Customer and Customer's Transaction Card Affiliates each agree
                  that it will not reverse assemble or reverse compile the
                  cc:Mail Software program, nor transfer, sublicense, rent,
                  lease or assign the cc:Mail Software. The



                                      A-5
<PAGE>   45
                  cc:Mail Software is owned by cc:Mail, Inc., a division of
                  Lotus Development Corporation ("Lotus") and is protected by
                  United States copyright laws and international treaty
                  provisions.

            (2)   Customer and Customer's Transaction Card Affiliates shall be
                  responsible, at their expense, for all computer equipment at
                  Customer's or Customer's Transaction Card Affiliates'
                  locations necessary to use the cc:Mail Software. All
                  communication charges associated with accessing the FDR
                  computers and equipment used to provide FDR LinkUp Services
                  shall be paid by Customer.

            (3)   If FDR's right to distribute the cc:Mail Software is
                  terminated because the software infringes upon the copyright,
                  patent, or other proprietary rights of any party or for any
                  other reason, FDR shall have the right to terminate the
                  provision of FDR LinkUp Services upon thirty (30) days notice
                  to Customer, or such shorter period of notice as coincides
                  with the termination of FDR's right to distribute the
                  software, and FDR shall have no further liability to Customer
                  or Customer's Transaction Card Affiliates with respect to the
                  terminated services.

            (4)   Within thirty (30) days after the termination of this
                  Agreement, or the earlier termination of Customer's and
                  Customer's Transaction Card Affiliates' right to use the
                  cc:Mail Software, Customer and Customer's Transaction Card
                  Affiliates shall deliver to FDR all copies of the relevant
                  software and associated documentation, together with all
                  separate informational materials provided with respect to the
                  services or the software, in their possession, custody or
                  control or shall destroy the same, as directed by FDR. In
                  addition, an officer of Customer shall certify in writing to
                  FDR that use of the relevant software has been discontinued
                  and all items have been returned or destroyed as required in
                  this section.

            (5)   Customer and Customer's Transaction Card Affiliates agree to
                  indemnify and hold harmless Lotus, its subsidiaries,
                  affiliates, officers, directors, employees and agents from and
                  against any and all claims, demands, liability, loss, cost,
                  damage or expense, including attorneys' fees and costs of
                  settlement, resulting from or arising out of (i) the failure
                  of Customer or Customer's Transaction Card Affiliates to
                  observe any covenant or condition set forth in this Section,
                  (ii) the violation by Customer or Customer's Transaction Card
                  Affiliates of any applicable statute, law or regulation, or
                  (iii) Customer's or Customer's Transaction Card Affiliates'
                  use of the FDR LinkUp Services.



                                      A-6
<PAGE>   46
            (6)   Customer and Customer's Transaction Card Affiliates
                  acknowledge that the cc:Mail Software product is subject to
                  restrictions and controls imposed under the U.S. Export
                  Administration Act. Customer and Customer's Transaction Card
                  Affiliates certify that neither the cc:Mail Software nor any
                  direct product thereof is being or will be acquired, shipped,
                  transferred or reexported, directly or indirectly, into any
                  country prohibited under the Act. RESTRICTED RIGHTS LEGEND.
                  Use, duplication or disclosure by the U.S. Government is
                  subject to restrictions as set forth in subparagraph
                  (c)(1)(ii) of the Rights in Technical Data and Computer
                  Software clause at DFARS 52.227-7013. cc:Mail, Inc., 2141
                  Landings Drive, Mountain View, CA 94043.

            (7)   NEITHER FDR NOR LOTUS MAKES ANY WARRANTIES, WHETHER ORAL OR
                  WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR
                  SERVICES TO BE PROVIDED HEREUNDER, INCLUDING WITHOUT
                  LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE. LOTUS DOES NOT WARRANT THAT THE FUNCTIONS
                  CONTAINED IN THE CC:MAIL SOFTWARE WILL MEET CUSTOMER'S OR
                  CUSTOMER'S TRANSACTION CARD AFFILIATES' REQUIREMENTS OR THAT
                  THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE, OR THAT
                  DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IN NO EVENT WILL
                  CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES HAVE ANY
                  CAUSE OF ACTION AGAINST LOTUS, NOR WILL LOTUS BE LIABLE TO
                  CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES FOR ANY
                  LOSSES, DAMAGES OR ANY ECONOMIC CONSEQUENTIAL DAMAGES
                  (INCLUDING LOST PROFITS OR SAVINGS), INCIDENTAL DAMAGES OR
                  PUNITIVE DAMAGES INCURRED OR SUFFERED BY CUSTOMER OR
                  CUSTOMER'S TRANSACTION CARD AFFILIATES EVEN IF LOTUS IS
                  INFORMED OF THEIR POSSIBILITY.

      C. Equasion APS Services FDR shall make available to and perform for
Customer and Customer's Transaction Card Affiliates Application Processing
Services and On-Line Credit Bureau Report Request Services using the Equasion(R)
Automated Credit Application Processing System/Bureau Link(R) ("Equasion APS")
in accordance with the description of services set forth in Section IV of this
Exhibit "A". Customer shall indemnify and hold harmless FDR and its employees
from and against all claims, damages, losses and expenses arising out of FDR's
performance of Application Processing Services and On-Line Credit Bureau Report
Request Services under this Agreement, to the extent that such claim, damage,
loss or expense is caused by any error, omission or negligence of Customer,
employees of Customer or of any other persons or Entities who are directly or
indirectly associated with Customer or who directly or



                                      A-7
<PAGE>   47
indirectly participate with Customer in connection with its operations of a
Transaction Card program as Affiliates, Agent Banks or otherwise. Customer shall
have no obligation to indemnify FDR against any liability, loss or damage FDR
might suffer arising solely out of FDR's negligent performance of Application
Processing Services and On-Line Credit Bureau Report Request Services called for
by this Agreement. FDR will use due diligence in processing the application
materials received from Customer, and the performance by FDR of the Application
Processing Services and the On-Line Credit Bureau Report Request Services called
for in this Agreement shall be consistent with industry standards. Customer
acknowledges that the supplier of Equasion APS to FDR is a third party
beneficiary to this Agreement. Equasion is a registered trademark of First Data
Resources Inc. Bureau Link is a registered trademark of American Management
Systems, Incorporated.

        D. Recovery 1 Services In order for Customer and Customer's Transaction
Card Affiliates to obtain Recovery 1 Services as described in this Exhibit "A",
FDR shall permit Customer to access FDR's data base and to use the Recovery 1
Shared Services System software and all human readable user documentation
including additions, updates, revisions, corrections and modifications to the
foregoing delivered to Customer or Customer's Transaction Card Affiliates from
time to time (collectively, the "Recovery 1 Software") in accordance with the
terms and conditions contained herein.

            (1)   Customer and Customer's Transaction Card Affiliates represent
                  and warrant to FDR that the Recovery 1 Software will be
                  accessed and utilized only in conjunction with their
                  respective internal businesses and only by their own
                  personnel. Neither Customer nor Customer's Transaction Card
                  Affiliates shall copy, decompile, reverse compile or reverse
                  assemble the Recovery 1 Software nor transfer, sublicense,
                  rent, lease or assign the same. The provisions set forth in
                  this section only grant to Customer and Customer's Transaction
                  Card Affiliates a right to use the Recovery I Software and in
                  no way grant or convey any rights of ownership.

            (2)   If FDR's right to license the use of the Recovery 1 Software
                  to Customer and Customer's Transaction Card Affiliates is
                  terminated because the Recovery I Software infringes upon the
                  copyright, patent or other proprietary rights of any party or
                  for any other reason, FDR shall have the right to terminate
                  the provision of Recovery 1 Services and Customer's and
                  Customer's Transaction Card Affiliates' license to the
                  Recovery 1 Software upon thirty (30) days' written notice and
                  FDR shall have no further liability to Customer or Customer's
                  Transaction Card Affiliates with respect to such Services or
                  Software.

            (3)   Within thirty (30) days after the termination of this
                  Agreement, or the earlier termination of Customer's license to
                  use the Recovery I Software, Customer shall deliver to FDR all
                  copies of the documentation, together



                                      A-8
<PAGE>   48
                  with all separate informational materials provided with
                  respect to the Recovery 1 Services or the Recovery 1 Software,
                  in Customer's possession, custody or control or, at Customer's
                  discretion, shall destroy the same, as directed by FDR. In
                  addition, an officer of Customer shall certify in writing to
                  FDR that, to the best of its knowledge, use of the Recovery 1
                  Software has been discontinued and all items have been
                  returned or destroyed as required in this section.

            (4)   Customer agrees to indemnify and hold harmless FDR, its
                  subsidiaries, Affiliates, officers, directors, employees and
                  agents from and against any and all claims, demands,
                  liability, loss, cost, damage or expense, including attorneys'
                  fees and costs of settlement, resulting from or arising out of
                  (i) the failure of Customer or Customer's Transaction Card
                  Affiliates to observe any covenant or condition set forth in
                  this section, (ii) the violation by Customer or Customer's
                  Transaction Card Affiliates of any applicable statute, law or
                  regulation associated with the Recovery 1 Software, or (iii)
                  Customer's or Customer's Transaction Card Affiliates' use of
                  the Recovery 1 Services or the Recovery 1 Software in a manner
                  not provided for in this section.

            (5)   Customer acknowledges that the Recovery 1 Software product is
                  subject to restrictions and controls imposed under the U.S.
                  Export Administration Act. Customer certifies that neither the
                  Recovery 1 Software nor any direct product thereof is being or
                  will be acquired, shipped, transferred or reexported, directly
                  or indirectly, into any country prohibited under the Act.

            (6)   FDR MAKES NO WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR
                  IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES TO BE
                  PROVIDED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION, ANY
                  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE. FDR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
                  THE RECOVERY 1 SOFTWARE WILL MEET CUSTOMER'S OR CUSTOMER'S
                  TRANSACTION CARD AFFILIATES' REQUIREMENTS OR THAT THE
                  OPERATION OF THE RECOVERY 1 SOFTWARE WILL BE ERROR FREE, OR
                  THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IN NO EVENT
                  WILL CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES HAVE
                  ANY CAUSE OF ACTION AGAINST FDR, NOR WILL FDR BE LIABLE TO
                  CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES FOR ANY
                  LOSSES, DAMAGES OR ANY ECONOMIC. CONSEQUENTIAL DAMAGES
                  (INCLUDING LOST PROFITS OR



                                      A-9
<PAGE>   49
                  SAVINGS), INCIDENTAL DAMAGES OR PUNITIVE DAMAGES INCURRED OR
                  SUFFERED BY CUSTOMER OR CUSTOMER'S TRANSACTION CARD AFFILIATES
                  IN CONNECTION WITH THE RECOVERY 1 SERVICES OR SOFTWARE EVEN IF
                  FDR IS INFORMED OF THEIR POSSIBILITY.

      E. FRAUD MANAGEMENT/FRAUD DETECTION (FALCON) SERVICES FDR shall provide
Customer and Customer's Transaction Card Affiliates (hereinafter referred to as
"Customer") with Credit Card Fraud Management/Fraud Detection Services in
conjunction with HNC, Inc., and its Falcon(TM) software (hereinafter referred to
as the "HNC Software"), which services shall consist of those services set forth
in this section.

            (1)   FDR shall provide Customer with Credit Card Fraud
                  Management/Fraud Detection Services by utilizing the output of
                  the Falcon Neural Engine computational model (designed to
                  detect credit card fraud) which encompasses or contains the
                  Falcon Credit neural network-based system, as such same
                  software is licensed to FDR by HNC and is commonly known as
                  the Falcon Credit Card Fraud Detection Model (hereinafter
                  referred to as the 'Credit Card Output Access') solely for the
                  purpose of assisting Customer in detecting possible fraudulent
                  transaction account activity on the credit card accounts of
                  Customer and for no other purpose. Except as expressly
                  provided in this section, no right or license under any
                  patent, copyright, trade secret, trademark or other
                  intellectual property of FDR or other person is granted or is
                  to be inferred from this section. Customer agrees that FDR's
                  providing of Credit Card Fraud Management/Fraud Detection
                  Services does not confer upon Customer any license in or to
                  the Credit Card Computational Model.

            (2)   The parties acknowledge that the HNC Software, from which the
                  Credit Card Output Access is generated, is licensed to FDR
                  pursuant to a license agreement (the "HNC License Agreement").
                  FDR shall use commercially reasonable efforts to extend or
                  renew the initial or any renewal terms, as the case may be, of
                  the HNC License Agreement and if the HNC License Agreement
                  expires or is terminated, FDR shall promptly notify Customer
                  of such termination or expiration. FDR shall use commercially
                  reasonable efforts to substitute for HNC one or more software
                  vendors from whom FDR shall license, on commercially
                  reasonable terms, one or more software packages that will
                  generate output access that provides, in all material
                  respects, the utility and performance provided by the Credit
                  Card Output Access generated by the HNC Software.

            (3)   FDR and Customer shall mutually establish a fraud detection
                  strategy designed to fulfill Customer's fraud detection
                  requirements. Customer's



                                      A-10
<PAGE>   50



                  fraud detection strategy shall be summarized in an
                  authorization report which shall set forth the variables and
                  computational parameters which reflect such fraud detection
                  strategy (the "Strategy Approval Form"). Customer will provide
                  a single point of contact, prior to beginning of service, to
                  establish start-up requirements. Customer shall notify FDR in
                  writing of the contact's identity. Customer's contact person
                  will be authorized to build and approve the fraud detection
                  strategy, to determine the fraud score criteria, to approve
                  product control file changes and to approve the Strategy
                  Approval Form. FDR shall assist Customer in the establishment
                  of the processing parameters designed to effectively implement
                  Customer's fraud detection strategy. Customer shall be solely
                  responsible for approving the processing parameters set forth
                  in the Strategy Approval Form, and shall verify that such
                  parameters effectively satisfy the requirements of Customer's
                  fraud detection strategy. FDR shall construct, or cause to be
                  constructed, a computational process which reasonably conforms
                  to Customer's Strategy Approval Form. In no event, however,
                  shall FDR be liable to any person for any damages caused by
                  either the HNC Software, any deficiency in the construction of
                  the processing parameters or any deficiency in the content of
                  the approved Strategy Approval Form. Furthermore, Customer
                  shall be responsible for the accuracy of all Customer data and
                  fraud control data provided to FDR. If Customer desires to
                  alter its fraud detection strategy, Customer shall notify FDR
                  in writing at least 30 days before such changes are to become
                  effective. Customer shall submit to FDR a modified Strategy
                  Approval Form setting forth the processing parameter changes
                  desired.

            (4)   Together with HNC, FDR will provide Customer with the
                  following Credit Card Call Processing Services:

                  (a)   FDR will utilize its Fraud Detection WorkCenter, using
                        the HNC Software, to monitor authorizations queued as a
                        result of the fraud detection criteria and/or fraud
                        score.

                  (b)   FDR will initiate outbound telephone calls to the
                        Cardholders of Customer who have had authorization
                        activity on their account and appear in a Fraud
                        Detection WorkCenter Queue Group.

                  (c)   FDR will make up to four attempts to reach the
                        Cardholder within a 48-hour period. All attempts will be
                        made within the hours of 8:00 a.m. and 9:00 p.m.
                        (Central Time Zone).

                  (d)   FDR will attempt all home and business telephone numbers
                        as provided by Customer's Cardholder masterfile.



                                      A-11
<PAGE>   51



                  (e)   If FDR is unable to contact the Cardholder, a message
                        for the Cardholder to contact FDR at a to-be-provided
                        800 number will be delivered to the Cardholder's home
                        message machine and/or to responsible adults.

                  (f)   When the FDR call results in contact with the
                        Cardholder, and the Cardholder validates the
                        authorization activity, FDR will record an on-line
                        account memo (to the Customer Inquiry System) indicating
                        the results of the call.

                  (g)   When the FDR call results in contact with the Cardholder
                        and the Cardholder is unable to validate the activity,
                        FDR will initiate a Lost/Stolen Report and place a block
                        on the account. (Standard fees apply for the Lost/Stolen
                        Report.) FDR will record an on-line account memo (to the
                        Customer Inquiry System) indicating the results of the
                        call.

                  (h)   If FDR encounters activity which appears
                        uncharacteristic or unusual for a Cardholder Account and
                        FDR is unable to contact successfully the Cardholder,
                        then FDR may place a block on the Cardholder Account to
                        prevent further authorization approvals until either the
                        Cardholder or Customer successfully verifies the
                        activity. On a daily basis, FDR will fax to Customer a
                        list of accounts which have been blocked because of
                        uncharacteristic or unusual account activity. The
                        account will remain blocked until Customer instructs FDR
                        in writing via fax to remove such block.

                  (i)   Upon the request of Customer, FDR may at its option,
                        provide additional services, including the following:
                        telephone number look-ups, inbound call processing after
                        the 48-hour period, fraud control services, customized
                        reporting, etc. These services would be provided at an
                        additional cost to Customer.

                  (j)   At least annually, HNC shall analyze two separate
                        month-end reports within the 12-month period being
                        analyzed produced by the HNC Software that measure the
                        effectiveness of Customer's existing algorithms,
                        provided that Customer has over 200,000 Gross Active
                        Credit Card Accounts. HNC shall then provide Customer
                        with a written analysis of the reports interpreting the
                        performance of the existing algorithms and strategies
                        and written recommendations for changes or updates to
                        such algorithms or strategies to improve their
                        performance, provided that Customer promptly provides
                        HNC with the two necessary month-end reports.



                                      A-12
<PAGE>   52
                  (k)   At Customer's request, HNC shall provide Customer with
                        up to five hours per month, for the first six months
                        following the date of commencement of Fraud
                        Management/Fraud Detection Services (the "Falcon Start
                        Date"), and three hours per month thereafter, of
                        strategy design assistance over the telephone at no
                        additional charge, provided that Customer has over
                        200,000 Gross Active Credit Card Accounts as of the
                        Falcon Start Date. This service will include
                        recommendations on fraud strategy design and results
                        interpretation. If such service exceeds the hours
                        permitted for that particular month, HNC will be
                        entitled to charge Customer for such services. HNC and
                        Customer shall independently negotiate the terms and
                        costs of such additional assistance. Customer will be
                        entitled to on-site strategy design assistance at an
                        additional charge; provided, however, that Customer will
                        receive credit against such additional charge for any
                        unused telephone strategy design assistance it was
                        eligible to receive from HNC in that month under this
                        paragraph at the same rate charged for additional
                        telephone strategy design assistance.

                  (l)   Upon request by Customer, HNC or FDR may, at its option,
                        provide the following to Customer: custom system
                        installation, additional training, and fraud user
                        interface licensing. HNC shall provide the following to
                        Customer upon request: fraud strategy consulting and
                        custom fraud models. Customer will contract directly
                        with HNC for these services, which will be provided at
                        an additional cost to Customer.

                  (m)   HNC has established a Fraud Control Consortium whereby
                        users of Credit Card Output Access contribute data for
                        use by HNC to study fraud patterns, which enables HNC to
                        improve fraud detection methods. If Customer chooses to
                        join such Consortium, Customer shall provide data to the
                        Fraud Control Consortium as required and requested by
                        HNC within 30 days after the Falcon Start Date and on a
                        calendar quarterly basis thereafter. If Customer does
                        not wish to join the Fraud Control Consortium, HNC, upon
                        request of Customer shall construct a custom fraud model
                        for Customer, as an additional service, at a cost agreed
                        upon among FDR, Customer and HNC. Customer acknowledges
                        that FDR will employ the HNC Software using the Fraud
                        Control Consortium algorithms to produce Credit Card
                        Output Access for Customer only if Customer contributes
                        data to the Fraud Control Consortium.



                                      A-13
<PAGE>   53
            (5)   Notwithstanding any other Provisions of this Agreement, either
                  party may terminate the Credit Card Fraud Management/Fraud
                  Detection Services hereunder upon 30 days written notice to
                  the other party.

      *F. CREDIT PERFORMANCE SERVICES FDR will make available to Customer and
Customer's Transaction Card Affiliates the following Credit Performance
Services:

            (1)   Credit Performance Services shall consist of those services
                  described both in this section. FDR shall supply all
                  equipment, facilities, and personnel necessary to provide the
                  Credit Performance Services.

            (2)   In the event FDR determines that performance of Credit
                  Performance Services in accordance with the terms of this
                  section in any jurisdiction requires licensing by such
                  jurisdiction, FDR shall, with notice to Customer, cause the
                  Credit Performance Services to be performed by an entity which
                  meets the requirements of such jurisdiction, unless otherwise
                  directed by Customer to cease performing Credit Performance
                  Services in such jurisdiction. If no such entity is available
                  to provide such Services in accordance with the terms of this
                  Agreement, FDR shall advise Customer, and FDR shall have no
                  further obligation to provide or cause to be provided the
                  Credit Performance Services in such jurisdictions.

            (3)   In order to assist FDR with its performance of the Credit
                  Performance Services, Customer hereby agrees:

                  (i)   to notify FDR, on a monthly basis, regarding those
                        Cardholder Accounts On File for which Customer elects to
                        have FDR perform Credit Performance Services;

                  (ii)  to approve all payment plans and receive all payments
                        from the Cardholder Accounts On File;

                  (iii) to make all decisions, in its sole discretion, as to if
                        and when any Cardholder Accounts On File are to be
                        turned over to a collection agency;

                  (iv)  that FDR is hereby authorized to contact the Cardholder
                        Accounts On File, whether in writing or verbally, in
                        Customer's clients' names;

                  (v)   that FDR is acting as an agent of Customer in providing
                        the Credit Performance Services; and



                                      A-14
<PAGE>   54
                  (vi)  to establish all parameters regarding the content and
                        timing of all telephone and letter contact which FDR
                        will initiate on Customer's behalf with the Cardholder
                        Accounts On File.

      *G. CARDHOLDER SUPPORT SERVICES During the Cardholder Support Services
Terrm (as defined in this section G), FDR will make available to Customer and
Customer's Transaction Card Affiliates the following Cardholder Support
Services.

            (1)   CUSTOMER SERVICE-CARDHOLDER/BANK

                  Telephone Customer Service: Includes toll-free 800 number for
                  direct Cardholder interface for general account inquiries and
                  problem resolution twenty-four (24) hours per day, seven (7)
                  days per week. FDR will answer incoming automated call
                  distribution (ACD) telephone inquiries from Cardholders (in
                  addition, Voice Response Unit ('VRU') information shall be
                  provided 24 hours per day, 7 days per week);

                  Mail Customer Service: Resolution of written inquiries,
                  notices, and posting of non-monetary changes.

                  Account Maintenance: Data entry of new account information and
                  monetary and non-monetary changes.

                  Exception Item Handling: Research and resolution of unposted
                  charges, or other maintenance transactions.

            (2)   DISPUTE/CHARGEBACK CORRESPONDENCE SERVICES (8:00 A.M. THROUGH
                  5:00 P.M., CTZ, MONDAY THROUGH FRIDAY (EXCLUDING FDR
                  HOLIDAYS))

                  FDR shall, for all such inquiries relating cardholder accounts
                  provided that FDR has access to appropriate backup for such
                  resolution, provide resolution of customer service inquiries
                  received via written correspondence, including answering
                  incoming correspondence from Cardholders of Customer and from
                  Customer's own personnel via referral of written
                  correspondence. FDR shall provide on behalf of Customer
                  Cardholder initiated chargeback processing for disputes
                  (excluding those items relating to collections and/or fraud
                  activity), as more specifically defined below.

                  (a)   Dispute/Chargeback Processing: FDR will respond to
                        incoming mail and phone inquiries regarding charges
                        posted to Customer's Cardholder Accounts that are not
                        recognizable to the Cardholder, duplicate charges, or
                        for which the Cardholder disputes the quality of goods
                        or services received, non-receipt of goods or services,
                        or



                                      A-15
<PAGE>   55
                        otherwise asserts a claim of a billing error. FDR will
                        provide research of inquiries in accordance with
                        Regulation Z and MasterCard and VIA rules and
                        regulations, perform sales draft retrieval requests and
                        respond to the Cardholders in accordance with the
                        Procedures Manual (as defined below).

                  (b)   Dispute Processing: FDR will process incoming mail and
                        phone inquiries, research the inquiries, and fulfill
                        sales draft retrieval requests, if necessary, and
                        respond to Cardholder in accordance with the Procedures
                        Manual.

                  (c)   Dispute Processing (Operational Losses): In the event an
                        incoming dispute is in an amount less than $30.00, FDR
                        will work the dispute and write it off in accordance
                        with the Procedures Manual.

                  (d)   Chargeback Processing (Outgoing): FDR will initiate
                        outgoing chargebacks in accordance with Regulation Z and
                        MasterCard and VISA rules, regulations and timeframes.

                  (e)   Chargeback Processing (Representment - Operational
                        Losses): In the event an incoming chargeback is in an
                        amount LESS than $45.00, FDR will write it off in
                        accordance with the Procedures Manual.

                  (f)   Chargeback Processing (Representment - Post Charge to
                        Cardholder): In the event FDR determines that a disputed
                        charge is the Cardholder's responsibility, FDR will post
                        the charges to the Cardholder Account and send a letter
                        of explanation to the Cardholder, in accordance with the
                        Procedures Manual.

                  (g)   Chargeback Processing (Representment - Incoming): FDR
                        will work such chargebacks in accordance with MasterCard
                        rules and regulations.

                  (h)   Pre-Arbitration Processing: FDR will research and take
                        action in accordance with MasterCard and VISA rules and
                        regulations.

                  (i)   Pre-Arbitration Processing (Operational Losses): In the
                        event an incoming pre-arbitration is in an amount less
                        than $50.00, FDR will write it off in accordance with
                        the Procedures Manual.

                  (j)   Pre-Arbitration Processing (Post to Cardholder Account):
                        If FDR determines that the incoming pre-arbitration is
                        the Cardholder responsibility, FDR will post the
                        transaction back to the Cardholder



                                      A-16
<PAGE>   56
                        Account and send letter of explanation to the
                        Cardholder, in accordance with the Procedures Manual.

                  (k)   Arbitration Filing: FDR will research and take action in
                        accordance with Regulation Z and MasterCard and VISA
                        rules and regulations.

                  (1)   Pre-Compliance Processing: FDR will research and take
                        action in accordance with Regulation Z and MasterCard
                        and VISA rules and regulations.

                  (m)   Pre-Compliance Processing (Operational Losses): In the
                        event an incoming pre-compliance is in an amount less
                        than $50.00, FDR will work the pre-compliance and write
                        it off in accordance with the Procedures Manual.

                  (n)   Pre-Compliance Processing (Post to Cardholder Account):
                        If FDR determines that the incoming pre-compliance is
                        the Cardholder responsibility, FDR will post the
                        transaction back to the Cardholder Account and send
                        letter of explanation to the Cardholder, in accordance
                        with the Procedures Manual.

                  (o)   Compliance Filing: FDR will research and take action in
                        accordance with Regulation Z and MasterCard and VISA
                        rules and regulations.

                  (p)   Collection Letters (Outgoing good faith letter): FDR
                        will research and send a letter to the acquiring bank to
                        attempt resolution on Cardholder's behalf in the event
                        no recourse is available to the Cardholder under
                        Regulation Z, MasterCard and VISA rules and regulations.

                  (q)   Collection Letters (Incoming from acquiring banks): FDR
                        will research and attempt to resolve the item by
                        contacting the Cardholder on behalf of the acquiring
                        bank. FDR will work with acquiring banks and comply with
                        acquiring bank's collection policy as published in the
                        VISA BIN and MasterCard Information Manuals.

                  (r)   File Transfer to Fraud: FDR will re-route fraud
                        inquiries to Customer's Fraud Department when inquiries
                        are received in the Chargeback/Dispute Processing
                        Department.

                  (s)   File Transfer to Customer Service: FDR will re-route
                        non-dispute inquiries to Customer's Customer Service
                        Department when inquiries are received in the
                        Chargeback/Dispute Processing Department.



                                      A-17
<PAGE>   57
                  (t)   Change to Arbitration: FDR will revise a dispute
                        inquiries status when a dispute or representment of a
                        dispute results in a prearbitration case.

                  (u)   Change to Compliance: FDR will revise a dispute
                        inquiries status when a dispute or representment of A
                        dispute results in a compliance case.

                  (v)   Change to Good Faith: FDR will change a dispute from
                        'dispute' status to 'good faith' status if it is
                        discovered the dispute has no recourse available through
                        Regulation E or MasterCard rules and regulations."

      (3)   CREDIT SERVICES

            FDR will perform or handle the following credit related services on
            behalf of Customer from 8:00 a.m. through 5:00 p.m., CTZ, Monday
            through Friday, excluding FDR Holidays. For the purpose of this
            Section G, FDR Holidays shall mean New Years Day, Memorial Day,
            Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

            (a)   Inbound/Outbound Servicing via Telephone or Written
                  Correspondence: FDR will place outbound calls to applicants to
                  verify application information as requested by Customer.
                  Additionally, FDR will answer inbound calls from applicants
                  inquiring about application status and other general credit
                  inquiries. FDR will provide resolution of written inquiries
                  received from applicants.

      (4)   CREDIT ENHANCED SERVICES

            FDR will perform the following services on behalf of Customer from
            8:00 a.m. through 5:00 p.m., CTZ, Monday through Friday, excluding
            FDR Holidays:

            (a)   FDR will receive transmission of application data from
                  Customer and provide services to include application loading
                  into A system that interfaces with the Equasion APS System
                  ("EAPS") which will perform a fraud prescreen check, enter DC
                  activity code known fraud files, apply approval code and
                  account set-up code. FDR will transmit a response file back to
                  Customer for handling.



                                      A-18
<PAGE>   58
            (b)   FDR will process balance transfer requests in connection with
                  the Services. The processing of such requests shall include
                  the preparation and transmission of the balance transfers to a
                  third party vendor.

      (5)   TECHNICAL SYSTEMS SUPPORT SERVICES

            Set-up: Consists of creating, programming, testing and implementing
            program requirements including but not limited to VRU Configuration,
            Reports, Mail Tapes, and as mutually agreed upon by Customer and
            FDR.

            Transaction Routing: Transaction routing within the FDR processing
            system of monetary entries, non-monetary entries and applications
            that does or doses not require a decision.

            Reporting: Client requested reports.

            Facsimile Support: Facsimile communication both to and from the
            client.

            File Processing: File manipulation to include receipt from or
            creation and transmission to client.

            Programming: Programming support for client requested changes after
            initial set-up.

            Data Lines/Modems: Installation of client requested data
            communication lines and modems.

            Quality Call Monitoring: Remote call monitoring by Customer at
            location specified by Customer.

            Record Filming: Microfilming/imaging of paper records.

      (5)   During the Cardholder Support Services Term, Customer will provide
            FDR with access to Customer's credit card related Cardholder
            Accounts as required for FDR to provide the Cardholder Support
            Services. Customer will also provide training of FDR personnel with
            respect to Customer's Cardholder customer service policies and
            procedures sufficient to enable FDR to perform the Cardholder
            Support Services. Training will be provided at FDR's Bankcard
            Program Services facility at Customer's expense prior to the
            commencement of the Cardholder Support Services Term. Customer shall
            be responsible and pay for all travel expenses incurred by either
            party in connection with such training. In addition, Customer will
            designate a



                                      A-19
<PAGE>   59
            manager to serve as the interface between Customer and FDR and to
            coordinate communication and implementation of customer service
            policies to be applied by FDR in connection with the Cardholder
            Support Services.

      (6)   FDR shall provide Customer with the Cardholder Support Services for
            a period of twelve (12) months (herein referred to as the
            "Cardholder Support Services Term"). The date of commencement of the
            Cardholder Support Services shall be mutually agreed upon by the
            parties. Upon the conclusion of the initial term, FDR shall continue
            to provide the Cardholder Support Services to Customer in six (6)
            month increments, unless and until either party gives to the other
            party written notice of its desire to terminate FDR's performance of
            the Cardholder Support Services. Termination shall be effective
            ninety (90) days after receipt of such written notice.

      (7)   A Policies and Procedures Manual shall be mutually agreed upon by
            Customer and FDR on or before sixty (60) days after the date of
            execution of this Amendment to Service Agreement with respect to the
            Cardholder Support Services, to be known as: Customer Service,
            Credit and Chargeback/Dispute Processing (the "Procedures Manual").
            Should a mutual agreement with respect to the Procedures Manual not
            be reached by the parties on or before sixty (60) days after the
            date of execution of this Amendment to Service Agreement, then a
            dispute resolution process shall be initiated, as defined in
            Sections 13.13 and 13.14 of the Service Agreement. FDR and Customer
            agree to review the Procedures Manual periodically and, if necessary
            or appropriate, to revise or update the Procedures Manual as
            mutually agreed. FDR will implement mutually agreed upon changes to
            the Procedures Manual within agreed upon time frames, and, if no
            agreement on time frames is reached, within thirty (30) days.

      (8)   Customer shall provide at least sixty (60) days notice to FDR of the
            formatted volumes of incoming cardholder calls and applications.


IV.   DEFINITIONS:

ACCD Downloaded
  Account                      Each selected Cardholder Account of Customer
                               which is transmitted to Customer, or any other
                               third party acting on Customer's behalf, for
                               collection purposes in connection with Customer's
                               Automated Customer Calling Device (ACCD).



                                      A-20
<PAGE>   60
Account-Level Processing
  (ALP) - Cardholder
  Pricing Account on
  File                         Each account of a Cardholder of Customer using
                               Account-Level Processing that remains on
                               Customer's masterfile on the last processing day
                               of the calendar month as defined on the CD-121
                               Ledger Activity Report or the equivalent report.
                               ALP Services-Cardholder Pricing allow Customer
                               the ability to set, change and monitor pricing
                               parameters (including but not limited to annual
                               percentage rate, penalty fees, minimum payment
                               calculations and annual charges) on a Cardholder
                               Account automatically at the level of the
                               individual Account based upon decision tables
                               built by Customer.

Application Processing
  Services                     An on-line system supporting the data entry,
                               credit investigation, credit analysis,
                               decisioning, documentation and booking of credit
                               applications on the FDR System. Services include
                               automated credit scoring and credit limit
                               assignment.

APS Relationship Account
  Storage                      Each storage of a record of Customer depository
                               accounts on the FDR System. Upon entry of
                               application data, a search of the deposit file is
                               executed with matches reported to allow
                               identification of an existing consumer
                               relationship. Resulting matches can be queued by
                               the system for verification.

Auto PIN Change                Each call made by a Cardholder of Customer
                               requesting a change to the Personal
                               Identification Number (PIN) associated with the
                               Cardholder's Transaction Card by the use of a
                               touch-tone telephone.

Automatic Chargeback           Each automatic initiation of a chargeback by the
                               FDR System based upon predefined parameters for
                               transactions involving an expired account
                               plastic, an account listed in the Combined
                               Warning Bulletin, or an account which exceeds
                               presentment parameters.

Automatic Rush Embossing       Each rush servicing of a Customer request for a
                               Cardholder embossed plastic and/or PIN/Post
                               Mailers through use of on-line rush program on
                               the FDR System.



                                      A-21
<PAGE>   61
*Balance Consolidation         An online system for the production, processing
                               and management of balance transfer checks,
                               including authorization and posting of checks,
                               creation of a check data file, transmission of
                               the check data file to a third-party vendor
                               selected by FDR for printing and mailing of
                               checks and related letters and inserts and
                               product management through production of online
                               balance consolidation reports and generation of a
                               CIS Memo entry for each balance consolidation
                               request. The third party vendor selected by FDR
                               for check print and mail services may be an
                               Affiliate of FDR. At Customer's option,
                               reconciliation services and an Official Check
                               product may be provided through a separate
                               agreement between Customer and Integrated Payment
                               Systems (IPS), an Affiliate of FDR.
                               Reconciliation services include payment of cashed
                               items, reconciling issues to paids, researching
                               and processing exception items, processing stop
                               payments, and microfilming, storage and retrieval
                               of paid items. Official Checks are centralized
                               teller checks that receive next-day availability.
                               If such services are obtained through contract
                               with IPS, third-party print and mail services
                               also will be provided through the IPS contract.
                               FDR shall not be responsible for nonperformance,
                               negligent performance or default by IPS or its
                               third-party vendor under such separate written
                               agreement, or for providing such services in the
                               event the agreement with IPS expires or is
                               terminated.

Braille Embossing              Each plastic card for which FDR has embossed
                               Braille characters on the front of the plastic.

Card Activation-ANI Call       Each automatic initiation of an on-line
                               transaction in conjunction with an Automatic
                               Number Identification (ANI) process via an audio
                               response unit (ARU), changing the status of a
                               Cardholder Account associated with certain newly
                               issued or reissued plastics (as determined by
                               Customer), from "inactive" (under certain
                               parameters) to "active" for transaction
                               authorization purposes.

Card Activation-ARU
  Call-FDR                     Each initiation of an on-line transaction by the
                               confirmation of Customer requested data captured
                               from Customer's Cardholder, via an audio response
                               unit (ARU), changing the status of a Cardholder
                               Account associated with certain newly issued or
                               reissued plastics (as determined by Customer),
                               from "inactive" (under certain parameters) to
                               "active" for transaction authorization purposes.




                                      A-22
<PAGE>   62
Card Activation-Customer
  Processed                    Each entry of an on-line transaction by Customer
                               to change the status of a Cardholder Account
                               associated with certain newly issued or reissued
                               plastics (as determined by Customer), from
                               "inactive" (under certain parameters) to "active"
                               for transaction authorization purposes.

Card Activation-Voice
  Call-FDR                     Each entry of an on-line transaction by FDR, on
                               behalf of Customer, in conjunction with the
                               confirmation of Customer requested data obtained
                               from the Customer's Cardholder via a voice call,
                               changing the status of a Cardholder Account
                               associated with certain newly issued or reissued
                               plastics (as determined by Customer), from
                               "inactive" (under certain parameters) to "active"
                               for transaction authorization purposes.

Card Activation Labeling
  -General Use                 Each affixation of a sticker to each embossed
                               plastic in a Customer Cardholder embossing run;
                               generic sticker included at no additional charge.

Card Activation Labeling
  -Selective Use               Each affixation of a sticker to each embossed
                               plastic selectively identified by Customer;
                               generic sticker included at no additional charge.

Card Carrier Printing          The printing of Customer's Cardholder information
                               on a Customer-specified card carrier form.

Cardholder Account
  on File                      Each account of a Cardholder of Customer
                               (including but not limited to charged off,
                               authorization only and debit accounts) that
                               remains on Customer's master file at FDR on the
                               last processing day of the calendar month as
                               defined on the CD-121 Ledger Activity Report or
                               the equivalent report.

Cardholder Annual
  Activity Summary             Each annual summarization of activity associated
                               with a Transaction Card issued by Customer.

Cardholder Annual Activity
  Summary Detail Storage       Each Cardholder Account for which annual activity
                               summary detail is stored in an electronic format.


                                      A-23
<PAGE>   63
Cardholder Authorization
   Inquiry                          Each instance in which the Cardholder
                                    records of Customer are accessed for an
                                    authorization, including but not limited to
                                    personal identification number (PIN)
                                    verification and Cardholder address
                                    verification services, or when the
                                    authorization request is switched to
                                    Customer's location to access the off-site
                                    Cardholder masterfile of Customer.

Cardholder Hot Call Fraud
   Referral                         Each authorization attempt on a Cardholder
                                    Account of Customer statused lost/stolen or
                                    Code 10 authorization transaction where
                                    FDR's Fraud Management Voice Operations
                                    conducts an identification process,
                                    instructs the Merchant on the
                                    authorization's disposition and attempts
                                    recovery of the Transaction Card if the Card
                                    is identified as Lost/Stolen. Additionally,
                                    FDR may instruct the Merchant to recover the
                                    Transaction Card and, at Customer's option
                                    based upon predefined criteria, FDR shall
                                    dispatch the police to Merchant location.

Cardholder Hot Call
   Referral                        Each authorization requiring intervention
                                   because Customer has requested recovery of
                                   the account plastic or positive
                                   identification in order to complete the
                                   authorization transaction.

Cardholder Monetary
   Transaction                     Each posting of a monetary transactio to
                                   Customer's Cardholder Accounts, including but
                                   not limited to sales, returns, cash advances,
                                   payments, reversals, adjustments and annual
                                   charges.

Cardholder Non-Monetary/
   On-line Transaction             Each entry of non-monetary information
                                   subsequently posted or unposted to a
                                   Cardholder masterfile of Customer, or an
                                   inquiry into the computer records of
                                   Customer and its Cardholders (potential and
                                   existing) by the use of a terminal, through
                                   an ATM, or by tape.

Cardholder Notice                  Each brief notification to a Cardholder of
                                   Customer prepared by FDR's computer at the
                                   request of Customer based upon Customer's
                                   Product Control File or a CRT entry request
                                   made by an employee of Customer, including
                                   but not limited to delinquency notices,
                                   delinquency statements, overlimit notices and
                                   first activity notices. This service includes
                                   any preparation required for delivery.



                                      A-24
<PAGE>   64

                             
Cardholder Selected PIN
     (SMR/SMC) Transaction    Each transaction generated in connection with a
                              Cardholder Account of Customer for which Customer
                              enters an on-line transaction into the FDR System
                              from a Solicitation Mailer Response (SMR) screen
                              or Solicitation Mailer call (SMC) through
                              Customer's ARU system, to generate a Personal
                              Identification Number (PIN) which has been
                              selected by the Cardholder in connection with the
                              Cardholder Account.

Cardholder Statement          Each periodic summarization of activity (whether
                              printed or otherwise) associated with a
                              Transaction Card issued by Customer or Customer's
                              Transaction Card Affiliates, including but not
                              limited to single statements, dual statements,
                              and reprints of information from a CIS Statement
                              currently stored on-line on the FDR System.
                              Service includes statement messaging on original
                              statements and preparation required for delivery.

Cardholder Statement Insert   Each inserting of advertising or other item of
                              information not contained on a Cardholder
                              Statement into an envelope containing a
                              Cardholder Statement: inserts required by state
                              or federal law do not apply.

Cardholder Statement Mail
     Preparation              Each Cardholder Statement which is prepared by
                              FDR on behalf of Customer for first class mailing
                              via the United States Postal Service.

Cardholder Support Services   The credit, customer service, chargeback
                              processing and other related services performed
                              by FDR on behalf of Customer.

Carrier Insert/Meter/Mail     Each inserting of a prefolded card carrier,
                              containing merged Cardholder plastic, into #10
                              window envelope: a standard envelope is included.

CD-ROM Services               The storage, on Compact Disc-Read Only memory
                              ("CD-ROM"), of statements and reports for
                              purposes of record retention, accessing and
                              archival purposes. Customer, at its option, may
                              elect to utilize the CD-ROM Services, Microfiche
                              Services and/or On-Line Report Services for the
                              same items. Notwithstanding anything in this
                              Agreement to the contrary, Customer is
                              responsible for determining the acceptance of the
                              CD-ROM Services under state and Federal
                              regulations, including but not




                                      A-25


<PAGE>   65
                               limited to obligations to retain information for
                               a specified period of time, signature
                               verification and the admissibility of documents
                               into evidence. It is Customer's responsibility to
                               keep written or microform records, if such are
                               required under state and Federal regulations
                               because of the limited acceptance or
                               admissibility of the CD-ROM Services or the
                               technology to be used under this Agreement to
                               provide the CD-ROM Services.

Check Order Service            Daily or monthly downloading of Cardholder data,
                               via transmission or magnetic tape, to a third
                               party vendor selected by Customer for the
                               production of certain items for Cardholders of
                               Customer including but not limited to convenience
                               checks and check re-orders based upon an on-line
                               request made by an employee of Customer or
                               automatically generated by the FDR System on
                               behalf of Customer.

CIMS                           FDR's Customer Inquiry Management System (CIMS)
                               is an online system which provides the means to
                               log, assign and track Customer Inquiries. Under
                               CIMS, a Customer Inquiry shall mean a request for
                               information received from a customer of Customer
                               either by mail, phone, walk-in or some other
                               medium. A Workcase is the basic work unit within
                               CIMS; it represents a Customer Inquiry. Workcase
                               Option with Variables ("WOV") Services shall also
                               be available under CIMS at Customer's option.

CIMS Log-Only Workcase         Each Workcase that is entered into CIMS by
                               Customer for internal reporting purposes only; no
                               follow-up is required by Customer's personnel.

CIMS Regular Workcase          Each Workcase that, for whatever reason, requires
                               review, task completion and/or follow-up by
                               Customer's personnel in order to resolve a
                               Customer Inquiry.

CIMS Regular Workcase
  Action                       Each (i) task which is performed in the
                               resolution of a Regular Workcase or (ii) brief
                               communication that contains directive, advisory
                               or informative matter stored within an Action
                               Workcase that is entered by Customer's personnel.

CIMS WOV Workcase              Each optional Workcase that sends variable
                               information to a file for downloading to
                               Customer. Actions may be used to establish the
                               specific grouping of variables that will be
                               downloaded to Customer.



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CIS                            FDR's Customer Inquiry System (CIS) is an on-line
                               system for storing and accessing Statement,
                               Detail or Memo information regarding a Cardholder
                               Account.

CIS Detail                     Each item of information regarding transactions
                               that have posted or will post to a Cardholder
                               Statement such as charges, payments, credits and
                               authorizations not aged off the Cardholder's
                               FILE, Cardholder payment history, and real-time
                               authorizations.

CIS Memo                       Each summary item, not individually exceeding 65
                               positions, that is stored with the Customer's
                               Cardholder Account information and is accessible
                               by Customer via Customer's CRT terminals.


CIS Statement                  Each set of statement and detail information
                               regarding Customer's Cardholder Accounts that is
                               stored on the FDR system and accessible by
                               Customer via Customer's CRT terminals. CIS
                               Statement information includes the information
                               set forth on a Cardholder Statement such as, but
                               not limited to, the name, address, account
                               number, statement date, payment date, cycle days,
                               annual percentage rates, and monthly periodic
                               rates.


Company Card Report
  Mail Preparation             Each set of reports prepared by FDR for mailing
                               to a company designated by Customer in connection
                               with company card services. For purposes of this
                               Agreement, a set of reports shall mean all
                               reports of a single company which are placed in a
                               single envelope for mailing.


*Credit Performance
  Services                     The delinquent/overlimit account billing,
                               skiptracing and related services performed by FDR
                               on behalf of Customer.

Custom Forms Purchased         Any paper materials (including but not limited to
                               inserts, forms and agreements) ordered and
                               purchased by FDR on behalf of Customer in
                               connection with the Cardholder Statement and
                               Insert services set forth in this Agreement.

CVV/CVC Verification
  Generation                   Each value calculated and generated in connection
                               with a Transaction Card pursuant to VISA's Card
                               Verification Value (CVV) or MasterCard's Card
                               Validation Code (CVC) directives.



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DES PIN Generation             Each Data Encryption System (DES) Personal
                               Identification Number (PIN) created by the FDR
                               System in connection with a plastic card produced
                               by FDR on behalf of Customer.

Embossing Set-Up               Each change of the type of card, card carrier,
                               insert and/or envelope during an input processing
                               run.

Emergency Card or Cash
  Replacement Services         The capture and processing of information by
                               FDR's Fraud Management Voice Operations in the
                               performance of emergency cash authorization
                               services or for coordinating the creation and
                               delivery of a replacement card(s) for Customer's
                               Cardholder.

Enterprise Presentation
  Cardholder Statement         Each Cardholder Statement produced by FDR on
                               behalf of Customer utilizing the Enterprise
                               Presentation feature. Enterprise Presentation is
                               the system which allows Customer the flexibility
                               to electronically arrange the statement form
                               (including payment coupon placement), create and
                               place logos and graphics and select from numerous
                               font types and sizes on the Cardholder Statement.
                               Customer understands and agrees that Enterprise
                               Presentation Cardholder Statement data may only
                               be stored for archival use on CD-ROM and
                               Microfiche.

FDR LinkUp Services            The set-up and monthly service charges associated
                               with the mailboxes utilized by Customer to
                               receive and send electronic mail from and to FDR.


Fraud Management/Fraud
  Detection Services -
  Actioned Credit Card
  Account                      Any credit card account routed to the FDR Fraud
                               Detection WorkCenter queue group that results in
                               any one or more of the following activities in a
                               single 48-hour period: outgoing/incoming
                               Cardholder phone calls with a maximum of 4
                               attempts within any single 48-hour period, CIS
                               Memos, Letter generation or account statusing.

Fraud Management/Fraud
  Detection Services -
  Monthly Gross Active



                                      A-28
<PAGE>   68
Credit Card Account            Each credit card Cardholder Account that had a
                               balance or any monetary posting for the month
                               billed, as determined by FDR for Customer, as
                               reduced by any 'Z'-Charge Off accounts.

High Coercivity                Each plastic Transaction Card which is encoded
                               using a high coercivity magnetic stripe.

Hot Stamp Plates/
  Logos Purchased              Each magnesium plate or logo ordered by FDR on
                               Customer's behalf.

InfoSight Services             The set-up, on-line access, file load and other
                               management information services performed by FDR
                               on behalf of Customer.

Interface Services -
  Magnetic Tape Handling       Each receipt of data by FDR from Customer or a
                               third party designated by Customer or each
                               forwarding of data to Customer or a third party
                               designated by Customer from FDR via mailed or
                               courier delivered magnetic media including, but
                               not limited to, diskettes and magnetic tapes.

Interface Services -
  RJE/NDM                      Each receipt of data by FDR from Customer or a
                               third party designated by Customer or each
                               forwarding of data to Customer or a third party
                               designated by Customer from FDR via a central
                               processing unit to central processing unit
                               transmission using Remote Job Entry or Network
                               Data Mover (RJE or NDM).

Interface Services - Tape
  to Tape                      Each receipt of data by FDR from Customer or a
                               third party designated by Customer or each
                               forwarding of data to Customer or a third party
                               designated by Customer from FDR via a central
                               processing unit to central processing unit
                               transmission using a tape to tape interface.

IRS Home Equity Form
  1098                         Each Internal Revenue Service (IRS) Form 1098
                               prepared by FDR's computer, in accordance with
                               the Customer's Product Control File settings or
                               terminal entry made by Customer, printed and
                               mailed to Customer's Cardholder. Service includes
                               creation of a tape for Customer's reporting of
                               Cardholder information to the IRS.



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<PAGE>   69
Issuer Chargeback              Each return of a Ticket and receipt of the amount
                               thereof from an Issuer to an Acquirer as provided
                               for in the then- current MasterCard and VISA
                               international rules and regulations, or
                               applicable domestic regulations. Issuer
                               Chargebacks subsequently reversed by the Acquirer
                               will be forwarded by FDR to Customer for
                               resolution via the On-Line Direct Sell Chargeback
                               System.

*Letter                        Each letter prepared by FDR's computer, in
                               accordance with Customer's Product Control File
                               settings or CRT entry requests made by employees
                               of Customer. Each such Letter shall have online
                               composition and editorial features and options
                               including signatures, logos, multiple type faces
                               and additional page letter generation. Service
                               includes any preparation required for delivery.

*Letter - Additional Page      Each printed output on the reverse side of a
                               Letter (duplex printing) or each side of each
                               sheet of 8 1/2" by 11" 24 lb. bond stock
                               accompanying a Letter.

*Letter - Certified Mail
  Handling                     Each Letter, with or without Letter Insert, which
                               is handled separately from Customer's first class
                               mailings to provide certified delivery of said
                               item. This does not include postage.

*Letter - Group Samples        Each individual or set of Letters prepared by
                               FDR's computer, in accordance with Customer's
                               Product Control File settings or CRT entry
                               requests made by employees of Customer, which is
                               printed and mailed to Customer in a draft format
                               for Customer's review and approval.

*Letter - Insert               Each inserting of advertising or other item of
                               information not contained on a Letter, including
                               but not limited to generic reply envelopes, into
                               a windowed envelope containing a Letter.

*Letter - Priority Mailing     Each Letter, with or without Letter Insert, which
                               is handled separately from Customer's first class
                               mailings to provide next day delivery of said
                               item.

*Letter - Set-up, Revision
  or Deletion                  Each addition, deletion or change, performed by
                               FDR on behalf of Customer, of a Customer's Letter
                               format or inputs including but not limited to
                               digitized signatures and logos of Customer.



                                      A-30
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Lost/Stolen Account
  Management and
  investigation                Investigative services relating to Customer's
                               Cardholder lost or stolen accounts including but
                               not limited to lost/stolen account research;
                               fraudulent activity investigation; Cardholder
                               interviews; manual adjustments, chargebacks, and
                               retrievals; and fraud and counterfeit reporting.

Lost/Stolen Account
  Processing                   Automatic actions, relating to the processing of
                               a Cardholder's Account statused as lost or
                               stolen, required to prompt Customer
                               fraud/security representatives, record the
                               representatives directive(s) and request that a
                               Cardholder Account number be listed in the
                               appropriate Combined Warning Bulletin;
                               automatically report the cardholder's Account
                               number to Visa and MasterCard's Authorization
                               Exception System, if applicable; systematically,
                               based upon Customer's pre-defined parameters,
                               initiate the set-up of a new Cardholder Account;
                               reconcile transactions posted but not yet
                               statemented at the time of the Cardholder's
                               reporting, including but limited to the transfer
                               of valid transactions to the Cardholder's
                               replacement account and identification and
                               recording of non-valid transactions as
                               fraudulent; automatically request approved
                               reissue of account plastic(s) and suspend reissue
                               of account(s) not approved for review by
                               Customer; and automatically update the
                               Cardholder's phone number in the Cardholder
                               masterfile from the lost/stolen report.

Lost/Stolen Account
  Transaction Management
  System                       Each transaction posting to a Cardholder Account
                               of Customer statused as lost or stolen which is
                               automatically identified and reported to an
                               on-line work queue from which Customer may
                               initiate on-line transactions to produce a
                               transaction adjustment, a chargeback, or a ticket
                               retrieval request; issue an affidavit of fraud or
                               forgery to Customer's Cardholder; and/or report a
                               fraudulent transaction to Visa or MasterCard.

Lost/Stolen Report - FDR
  Entered                      Each report of a lost or stolen Transaction Card
                               from the Cardholder of Customer which is
                               processed by FDR's Fraud Management Voice
                               Operations. Reports entered on-line immediately
                               change the external status and block
                               authorization



                                      A-31
<PAGE>   71
                               requests on the Cardholder Account. Service
                               includes lost/stolen reports received via collect
                               call, telegram and telex.

Merchant Account on File       Each account of a Merchant of Customer that
                               remains on Customer's masterfile at FDR on the
                               last processing day of the calendar month as
                               defined on the MM-101 Merchant Profitability
                               report or an equivalent.

Merchant Ticket -
  Remote/Tape Entered          Each Ticket from Customer's Merchant that is
                               transacted by a Cardholder from any Bank
                               Identification Number (BIN), Interbank Card
                               Association (ICA) or other Transaction Card
                               system identification number, and entered
                               remotely from Customer's terminal(s) or via
                               magnetic tape or tape transmission to FDR by
                               Customer or a third party acting on Customer's
                               behalf.

Microfiche                     Each page of microfiche provided to Customer by
                               FDR. Service includes any preparation required
                               for delivery.

Non-Standard Job Run           Each scheduled daily, weekly or monthly
                               production of a data set on behalf of Customer
                               that is in addition to the standard data outputs
                               produced by the FDR System.

On-Line Access and
  Retrieval System
  (OARS) Services              Each page of Reports Management System (RMS)
                               reports which is stored by FDR for on-line
                               viewing and printing by Customer's personnel.
                               Storage of data by FDR shall be for a period of
                               sixty (60) days. Customer, at its option, may
                               elect to utilize any or all of the OARS Services,
                               CD-ROM Services and/or Microfiche Services for
                               the same RMS reports. Notwithstanding anything in
                               this Agreement to the contrary, Customer is
                               responsible for determining the acceptance of the
                               OARS Services and the technology to be used under
                               this Agreement to provide the OARS Services under
                               state and Federal regulations, including but not
                               limited to signature verification and the
                               admissibility of documents into evidence. It is
                               Customer's responsibility to keep written or
                               microform records, if such are required under
                               state and Federal regulations because of the
                               limited acceptance or admissibility of the OARS
                               Services or the technology to be used under this
                               Agreement to provide the OARS Services.



                                      A-32
<PAGE>   72
On-Line Credit Bureau
  Report Request               The transmission or receipt of credit application
                               or existing account information via video display
                               terminals at Customer's location to any of the
                               principal credit bureaus presently interfaced to
                               FDR with which Customer has established a written
                               relationship that is in effect at all times
                               during the term of this Agreement in order to
                               determine the credit worthiness of an
                               applicant/account. Anything in this Agreement to
                               the contrary notwithstanding, in the event that
                               Customer's relationship(s) with all of the
                               principal credit bureaus supported pursuant to
                               this Agreement should be terminated at any time
                               during the term of this Agreement, then FDR's
                               obligation to provide Credit Bureau Report
                               Requests shall automatically be terminated,
                               without penalty or financial obligation of any
                               type or kind to FDR, on the effective date of the
                               termination of Customer's relationship(s) with
                               such principal credit bureaus.

PCS Remote Access Service      Product by which Customer and Customer's
                               Transaction Card Affiliates may access the FDR
                               System via a personal computer at Customer's or
                               the Affiliate's office in order to allow
                               employees of Customer or the Affiliate to perform
                               certain terminal functions, including but not
                               limited to the accessing of Cardholder or
                               Merchant Account data, the entry of information
                               concerning Customer's Accounts and the
                               uploading/downloading of data regarding
                               Customer's Accounts.

Plasticard Photocard Services  (1" x 1" and 2" x 2")

Photo Transfer                 The affixation of a digitized photographic image
                               to a plastic Transaction Card.

     Photo/Signature
     Scanning and
     Digitization              The process by which FDR (i) scans a photograph
                               or signature, (ii) cleans/crops the photograph or
                               signature and (iii) stores such photograph or
                               signature as a digitized image on a data base for
                               up to five (5) years.

     Photo Image
     Handling and
     Merge                     The handling and merging of images with
                               corresponding data to create an output file.



                                      A-33
<PAGE>   73
                               Customer and FDR hereby agree that all
                               photographs sent to FDR by Customer for use by
                               FDR in the performance of the Plasticard
                               Photocard Services set forth in this Agreement
                               shall, prior to delivery to FDR, be reviewed by
                               Customer for content. Customer acknowledges and
                               agrees that, with respect to the issuance of
                               Photocards; to its Cardholders, FDR has no
                               responsibility and assumes no responsibility
                               whatsoever for the content of any such
                               photographs, and that Customer is solely
                               responsible for interpreting applicable state and
                               federal laws (including but not limited to laws
                               governing obscenity, privacy, proprietary
                               information ownership rights and
                               copyright/trademark infringement), monitoring
                               applicable legal developments, determining the
                               requirements for compliance with all applicable
                               state and federal laws, and maintaining an
                               ongoing compliance program in connection with
                               such services.

PIN/Post Mailer Processing     Each Personal Identification Number (PIN), and
                               associated PIN notice form, or mail verification
                               form (POST Mailer), related to Customer's
                               Cardholder. Service includes any preparation
                               required for delivery including generic PIN form.

PIN/Post Mailer
    Production                 Edits The edit functions performed on a PIN/Post
                               Mailer before printing. The service includes
                               Mailer method changes, Mailer address changes,
                               Mailer mail date changes and Mailer deletions.

PINpoint Inquiry               Each transaction selection (more than one
                               selection may be made during a call) made by a
                               Cardholder of Customer which accesses the
                               Cardholder's account records for selected
                               information by the use of a touch-tone telephone.

Plastic to Carrier
  Match/Merge                  The electronic scanning of the account number on
                               Customer's card carrier and the account number on
                               the magnetic stripe (OCR line optional) of
                               Customer's plastics. Upon verification of match,
                               insert from 1-4 matched plastic cards into
                               carrier as per control line specifications and
                               then burst, trim and fold carrier.

Plasticard Agent/Strategy
  Inserting                    Set-Up Each set-up due to a change in Customer's
                               Plasticard Insert at the agent/strategy level.

Plasticard Bulk Packaging -



                                      A-34
<PAGE>   74
Basic Sort                     The separation from the production run of
                               accounts from individual systems, principals,
                               agents or grouping of zip codes through the use
                               of designated mail codes.

Plasticard Expedited
  Turnaround                   Accelerated mailing of all of Customer's daily
                               issue plastics.

Plasticard Forms Purchased     Each item of paper material ordered by FDR on
                               behalf of Customer including but not limited to
                               card carriers, inserts and envelopes.

Plasticard Hot Stamping        Each plastic card of Customer's Cardholders whose
                               image is heatpressed from a magnesium plate made
                               by FDR with camera-ready art furnished by
                               Customer.

Plasticard Indent Printing     Each plastic card of Customer's Cardholders that
                               FDR has used impact printing on its back.

Plasticard Inserting           The inserting of each accompanying
                               piece of materials into a #10 windowed envelope
                               along with a pre-folded card carrier containing a
                               merged Cardholder plastic. Excludes inserts
                               required by state or Federal law. Customer
                               supplies inserts.

Plasticard Job Processing      Each scheduled daily receipt of a Customer's
                               off-line Cardholder Account information,
                               including logging onto the system and setting up
                               control reports for each input.

Plasticard Mail Assembly       The matching of like carriers into one or more
                               packages.

Plasticard Mail Handling       Mail preparation and handling fees associated
                               with non-first class mailings of Customer's
                               Cardholder and Merchant plastics.

Plasticard Mail Integration    The mixture by FDR of a mail item containing an
                               embossed plastic with several other types of
                               mailing items prior to their delivery to the
                               United States Postal Service for mailing.
                               Anything in this Agreement to the contrary
                               notwithstanding, Customer understands and agrees
                               that, with respect to any embossed plastics for
                               which FDR provides Plasticard Mail Integration
                               Services, the normal turnaround for the mailing
                               of such embossed plastics shall, for purposes of
                               this Agreement, be delayed by one (1) business
                               day.


                                      A-35
<PAGE>   75
Plasticard Manual Rush
  Emboss - 2 Day               Rush servicing (between 24 and 96 hours) of
                               Customer request for an embossed Cardholder
                               plastic and/or PIN/POST Mailer received from
                               hardcopy, fax or mail, reports or requests.
                               Includes manual embossing, carrier printing, hand
                               inserting and other services required to prepare
                               the plastic for delivery, and applies to any
                               piece handled separately from Customer's Standard
                               Embossing services.

Plasticard Manual Rush
  Emboss - Same Day            Rush servicing of Customer request for an
                               embossed Cardholder plastic received from
                               hardcopy, fax or mail, reports or requests where
                               FDR mails or delivers the plastic to a courier
                               during the same day of the Customer's request.
                               Includes manual embossing, carrier printing, hand
                               inserting and other services required to prepare
                               the plastic for delivery, and applies to any
                               plastic piece handled separately from Customer's
                               Standard Embossing services.

Plasticard On-Line Same
  Day Rush                     Each embossed Cardholder plastic where FDR mails
                               or delivers the plastic to a courier during the
                               same day of Customer's request via an on-line
                               screen (requests must be received by 2:00 p.m.
                               Central Time). This service includes standard
                               embossing, carrier printing, inserting and other
                               services required to prepare the plastic for
                               delivery.

Plasticard Purging             Each removal of a card package and/or printed
                               PIN/POST Mailer from the delivery/mail stream
                               prior to delivery to Customer or Customer's
                               Cardholder.

Plastics Purchased             Each item of plastic stock ordered by FDR on
                               behalf of Customer.

Postal Credit Processing Fee   The charge associated with providing any postage
                               discount generating services for Customer's first
                               class mailings each month.

Potential Chargeback
  Queue                        Each recording and display in an on-line work
                               queue of transactions posting to a Cardholder
                               Account of Customer that exceed a Merchant's
                               floor-limit and cannot be matched to an
                               authorization record.



                                      A-36
<PAGE>   76
Promotional Letter Services    The services performed by FDR in connection with
                               letters prepared by FDR at the request of
                               Customer for mailing to Cardholders (or
                               Merchants) of Customer for promotional purposes.

Recovery 1 Services            An on-line system which provides Customer with
                               the means to perform Transaction Card recovery
                               services on Customer's charged-off Cardholder
                               Accounts. Customer shall have on-line access to
                               certain software and services on the FDR System
                               which will allow Customer to perform various
                               collection related functions with respect to such
                               Accounts.

Referral Queue                 Each recording and display in an on-line work
                               queue of a Cardholder Authorization Referral to
                               which a Merchant has failed to respond.

Return Account Processing
  Service                      The processing of mailed plastics returned by the
                               United States Postal Service due to undeliverable
                               address. Each such plastic shall be destroyed by
                               FDR and reported to Customer.

Returned Account Plastics
  Immediately Delivered
  (RAPID)                      For each undeliverable Transaction Card, FDR will
                               research and attempt to reroute to the
                               Cardholder's new address. FDR will also enter the
                               address change on the Cardholder masterfile.
                               Returned Transaction Cards of Cardholders for
                               which no new address is available, and those
                               which Customer elects not to reroute, shall be
                               destroyed.

RMS Report - Hardcopy          Each FDR Reports Management System (RMS) report
                               provided to Customer by FDR via hardcopy. Service
                               includes any preparation required for delivery.

RMS Reports - On-Line
  View                         Each FDR Reports Management System (RMS) report
                               provided to Customer by FDR via the FDR on-line
                               system.

RMS Reports - RJE/NDM          Each FDR Reports Management System (RMS) report
                               provided to Customer by FDR via remote job entry
                               (RJE) or Network Data Mover (NDM).



                                      A-37
<PAGE>   77
Standard Embossing
  Services                     Each plastic card for which FDR has mechanically
                               raised personalized characters prepared at the
                               request of Customer based upon Customer's Product
                               Control File or a CRT entry request made by an
                               employee of Customer, or in response to a receipt
                               of a magnetic tape or transmission from Customer
                               of embossing files in a format defined by FDR.
                               Includes up to three lines of alphanumeric font
                               and one line of OCR font on a ".030" plastic, the
                               recording and verifying of data on the
                               Transaction Card's magnetic stripe, and tipping
                               the plastic through the placement of a
                               contrasting color plastic film on the raised
                               embossed characters

Transaction Level Processing
  (TLP) Promotional
  Balance on File              The monthly charge for each promotional purchase
                               balance, associated with a Cardholder Account of
                               Customer (several promotional purchase balances
                               may exist at the same time for the same
                               Cardholder Account), which remains on the FDR
                               System on the last processing day of the calendar
                               month, as defined on the CD-121 Ledger Activity
                               Report or the equivalent report (e.g. - the
                               CD-621 Report).

Transaction Level Rewards
  (TLR) Only Transaction       Each Cardholder initiated transaction (as
                               indicated on the CD-864 Report or its
                               equivalent), specifically targeted by transaction
                               and Cardholder decision tables, and passed to the
                               FDR rewards system for processing (transactions
                               which have already been posted to a TLP
                               Promotional Balance on File are excluded).
                               Multiple targeted transactions may post to a
                               single Cardholder Account in any one month.

Ultragraphics - Front Side     Each logo placed on the front of Customer's
                               Transaction Cards through the use of a thermal
                               image process.

Ultragraphics - Back Side      Each logo placed on the back of Customer's
                               Transaction Cards through the use of a thermal
                               image process.

Vault Storage                  The inventory and storage of plastics procured
                               through a source other than FDR.



                                      A-38
<PAGE>   78
                                   EXHIBIT "B"

                                PAYMENT AND TERM



I.   PAYMENT

     a.   PRICE INCREASES. FDR may increase the fees and charges set forth in
          this Exhibit "B" by notice to Customer, as follows:

          Processing Fees. For each Processing Year during the Term of this
          Agreement after Processing Year 1, FDR may increase the Processing
          Fees which were in effect for the immediately preceding Processing
          Year (the "Old Year") by an amount not to exceed a percentage of the
          Processing Fees which were in effect for the Old Year. The percentage
          to be used for the applicable Processing Year shall be equal to sixty
          percent (60%) of the percentage change in the Consumer Price Index
          ("CPI") during a period described below; provided, however, that in no
          event shall such increase be less than 0%. For purposes of this
          paragraph, the CPI shall be the index compiled by the United States
          Department of Labor's Bureau of Labor Statistics, Consumer Price Index
          for All Urban Consumers (CPI-U) having a base of 100 in 1982-84, using
          that portion of the index which appears under the caption "Other Goods
          and Services." The percentage change in the CPI shall be calculated,
          and notification given to Customer ninety (90) days in advance of the
          effective date of said increase, by comparing the CPI using a twelve
          (12) month period ending three (3) months prior to notification to
          Customer and expressing the increase in said CPI through the twelve
          (12) month period as a percentage.

          Special Fees. If, at any time while this Agreement is in effect, the
          charges are increased or decreased to FDR for items which are included
          in the Special Fees including tariff line rates, WATS lines rates,
          data circuit charges or other rates charged to FDR by any
          communications common carrier, The United States Postal Service, any
          courier or other provider of similar services, or if FDR obtains
          communication or other services included in the Special Fees by
          another method resulting in an increase or decrease in the charges to
          FDR for the items or if additional services are added which are to be
          included in the Special Fees, FDR shall increase or decrease, as
          appropriate and by an equal amount the amount of the Special Fees
          Customer is then paying FDR for the items under this Agreement
          effective on the effective date of the increase or decrease to FDR or
          add the amount for the additional services effective on the beginning
          date of the additional service.

          Forms Costs. If, at any time while this Agreement is in effect, the
          prices charged to FDR for forms associated with first class mailing
          should be increased by FDR's then current forms vendor(s), then FDR
          shall have the right to increase, by an equal amount, the prices
          charged to Customer in this Exhibit "B" which are impacted by such
          increase in forms costs, including but not limited to Cardholder and
          Merchant Statements, Letters and Notices. Any such increase shall be
          effective on the effective date of the increase to FDR.


<PAGE>   79

     b.   METHOD OF PAYMENT.

          (i) To facilitate the payment of Processing Fees, Special Fees,
          Liquidated Damages and any other fee, tax, interest payment, charge or
          amount due or payable to FDR under this Agreement, FDR will provide
          Customer with an invoice setting forth, with reasonable detail, the
          number of items processed, the appropriate unit prices, the total fees
          associated with such items and any other supporting detail reasonably
          required by Customer. Customer shall pay FDR the undisputed portion of
          the invoice within ten (10) days of receipt via wire transfer or ACH
          transmission from Customer.

     c.   INTEREST. If FDR is unable to obtain payment of Processing Fees,
          Special Fees Liquidated Damages or any other fee, tax, interest
          payment, charge or amount due or payable to FDR under this Agreement
          at the time provided for payment under this Agreement, the unpaid
          amount of any Processing Fees, Special Fees, Liquidated Damages or
          other fee, tax, interest payment, charge or amount shall bear interest
          at the rate equal to ten percent (10%) per annum, from the date on
          which payment should have been available until the date on which FDR
          receives the payment.

     d.   MINIMUM FEES.

          (i) In Processing Year 1, Customer will require and Customer shall pay
          to FDR for processing services sufficient to generate aggregate
          Processing Fees at least equal to [*] ("Year 1 Minimum Processing
          Fee"). In each Processing Year after Processing Year 1, Customer will
          require and shall pay to FDR for processing services sufficient to
          generate aggregate Processing Fees at least equal to the following
          amounts for the following Processing Years (the "Minimum Processing
          Fees"):



                    Processing Year                    Minimum Processing Fees
                    ---------------                    -----------------------
                                                   
                          2                                      [*]
                          3                                      [*]      
                          4                                      [*]      
                     5 and each
                 subsequent Processing Year                      [*]      


          FDR shall calculate the total Processing Fees paid by Customer in
          respect of services performed during each Processing Year (the "Total
          Annual Processing Fees") within ninety (90) days after the end of each
          Processing Year and will, after ten (10) days written notice to
          Customer, draw upon Customer's account pursuant to paragraph b above
          for the amount, if any, by which the Year 1 Minimum Processing Fees or
          the Minimum Processing Fees, as applicable, for the Processing Year
          exceed the Total Annual Processing Fees for the Processing Year.

          (ii) In addition to the provisions of paragraph (i) above, in each
          calendar month during which FDR provides Customer with the
          Cardholder/Bank Customer Support Services as set forth in Exhibit "A",
          Section III-G, Customer will, solely with respect to fees paid in
          connection with such


An asterisk (*) indicates that certain information has been omitted from this
agreement pursuant to a request for confidential treatment and has been filed
separately with the Securities and Exchange Commission.



                                      B-2


<PAGE>   80
          Cardholder/Bank Customer Support Services, require and pay to FDR for
          Cardholder/Bank Customer Support Services sufficient to generate
          aggregate Processing Fees at least equal to the following:



                 December, 1997                         No Minimum
                                                   
                 January, 1998                              [*]
                 February, 1998                             [*]  
                 March 1998 and each                        [*]  
                   month thereafter



     e.   BILLING DISPUTE RESOLUTION. In the event that Customer should,
          following any payment to FDR pursuant to paragraph (b) above, dispute
          the accuracy of the volumes, transaction types or prices associated
          with all or any portion of an amount (as indicated on the appropriate
          invoice) drawn from Customer's account in accordance with the
          provisions of paragraph (b) above (hereinafter referred to as the
          "Disputed Amount"), then Customer shall promptly, but in any case not
          later than sixty (60) days following the date of such invoice, notify
          FDR's Accounts Receivable Department of the nature of such dispute
          (hereinafter referred to as an "Inquiry"). FDR will make a reasonable
          effort to resolve such dispute and to reimburse such amount to
          Customer promptly. However, if the dispute is not resolved within five
          (5) business days following FDR's receipt of Customer's Inquiry, then
          FDR shall temporarily refund to Customer, by the method set forth in
          paragraph (b) above, the Disputed Amount until such time as a complete
          resolution of such dispute is effected. Within sixty (60) days
          following the date on which FDR receives Customer's Inquiry, FDR shall
          completely resolve such dispute. FDR agrees to review and consider any
          bona fide dispute of an invoiced amount the notice of which is
          submitted by Customer more than sixty (60) days following the date of
          the applicable invoice; provided, however, that in no event shall FDR
          be required to reimburse Customer for the Disputed Amount in
          connection with such a dispute prior to the complete resolution of
          such dispute.

     f.   DECONVERSION. Upon the expiration or termination of this Agreement for
          any reason other than those set forth in Section 9.2, Customer shall
          pay FDR, at FDR's then current rates, for each activity completed by
          FDR in order to accomplish the Deconversion and for all costs,
          including postage or shipping, of complying with Section 10.1. FDR
          shall pay costs of Deconversion if Customer terminates this Agreement
          pursuant to Section 9.2.

     g.   SIGNING BONUS. As soon as practical following the latter to occur of
          (i) the execution of this Agreement by Customer and FDR or (ii) the
          date on which Customer first issues Transaction Cards to be serviced
          by FDR hereunder, FDR agrees to pay to Customer a signing bonus of
          [*] (the "Signing Bonus").

     h.   GROWTH CREDIT. Upon the conclusion of each Processing Year during the
          Term of this Agreement, FDR shall calculate the Total Annual
          Processing Fees paid to FDR by Customer during the Processing Year.
          If, during a Processing Year, the Total Annual Processing Fees paid to
          FDR by Customer exceeds the Year 1 Minimum Processing Fee or Minimum
          Processing Fees (whichever is applicable) for the Processing Year by
          an amount equal to or greater than twenty percent (20%) of


An asterisk (*) indicates that certain information has been omitted from this
agreement pursuant to a request for confidential treatment and has been filed
separately with the Securities and Exchange Commission.


                                      B-3
<PAGE>   81

          the Year 1 Minimum Processing Fee or Minimum Processing Fees
          (whichever is applicable) for the Processing Year, then Customer shall
          be entitled to a "Growth Credit" for such Processing Year. The amount
          of the Growth Credit to be paid to Customer by FDR hereunder for a
          qualifying Processing Year shall be equal to (i) the Total Annual
          Processing Fees paid to FDR by Customer during the qualifying
          Processing Year, multiplied by (ii) the applicable percentage from the
          schedule below (the "Percentage of Credit") based upon the percentage
          by which the Total Annual Processing Fees for the qualifying
          Processing Year exceeds the Year 1 Minimum Processing Fee or the
          Minimum Processing Fees (whichever is applicable) for the qualifying
          Processing Year (the "Percentage In Excess Of Minimum").




                     Percentage In
                    Excess Of Minimum          Percentage of Credit
                    -----------------          --------------------
                                           
                         0% - 19.99%                    0
                     20.00% - 39.99%                    1%
                     40.00% - 59.99%                    2%
                     60.00% - 79.99%                    3%
                     80.00% - 99.99%                    4%
                      100.00% - over                    5%


          Any Growth Credit for which Customer qualifies pursuant to this
          Exhibit "B", Section I-h shall be paid to Customer by FDR within
          ninety (90) days following the conclusion of the qualifying Processing
          Year in the form of a credit against Processing Fees due FDR by
          Customer pursuant to this Agreement (or, in the event of the
          termination or expiration of this Agreement, any applicable Growth
          Credit shall be paid via wire transfer from the account of FDR to the
          account of Customer.

     i.   PRICE RENEGOTIATION. If, in any Processing Year during the Term of
          this Agreement, the volume of Customer's Cardholder Accounts on File
          for any month exceeds [*] then Customer may, following such month,
          request that Customer and FDR renegotiate the prices set forth in this
          Agreement based upon such volume of Cardholder Accounts on File. In
          such event, FDR agrees to negotiate in good faith with Customer based
          upon such request of Customer, provided, however, that if the parties
          are unable to mutually agree upon new pricing hereunder, the prices
          set forth in this Agreement shall continue in effect.

II.  TAXES

     a.   PAYMENT OF TAXES. Customer shall, in addition to the other amounts
          payable under this Agreement, pay all taxes, federal, state or
          otherwise, or duties, imposts, fees or charges, however designated,
          which are levied or imposed by any governmental authority by reason of
          the sale or license of any services, communication equipment, software
          or other goods and products covered by this Agreement except for
          income taxes payable by FDR on amounts earned by FDR. Without limiting
          the foregoing, Customer shall promptly pay to FDR an amount equal to
          any items actually paid or required to be collected or paid by FDR.


An asterisk (*) indicates that certain information has been omitted from this
agreement pursuant to a request for confidential treatment and has been filed
separately with the Securities and Exchange Commission.


                                      B-4
<PAGE>   82


     b.   CALCULATION OF TAXES. Customer hereby authorizes FDR to calculate the
          total amount of sales taxes due by Customer or Customer's Transaction
          Card Affiliates from the monies due FDR and remit the amount of sales
          taxes to the appropriate taxing authority on behalf of Customer and
          Customer's Transaction Card Affiliates. FDR's remittance of the sales
          taxes on behalf of Customer and Customer's Transaction Card Affiliates
          shall be computed by FDR on the information available to FDR. In the
          event of the under or over calculation of any sales taxes, Customer
          shall be responsible for any additional monies due including any
          penalties or interest and for collecting any refunds due to Customer
          and Customer's Transaction Card Affiliates from the appropriate taxing
          authority.

     c.   TAX INFORMATION. Prior to FDR making the sales tax remittance on
          behalf of Customer and Customer's Transaction Card Affiliates provided
          in paragraph a above, Customer agrees to supply FDR with any and all
          current information necessary for FDR to compute and remit the taxes,
          including any tax exempt certificate, any tax exempt claim letter, or
          evidence satisfactory to FDR authenticating the exemption.

III. TERM

     a.   TERM. This Agreement is effective from the date hereof and shall
          extend for five (5) Processing Years (the "Original Term"). The first
          Processing Year ("Processing Year 1") shall commence on the first day
          of the month following the Scheduled Start-Up Date and continue
          through the last day of twelve (12) calendar months thereafter. Each
          subsequent Processing Year shall mean a twelve (12) month period
          commencing on the expiration of the preceding Processing Year.

     b.   RENEWAL. After the Original Term, this Agreement shall automatically
          be renewed for consecutive periods of two (2) Processing Years each (a
          "Renewal Term") unless either party gives the other party written
          notice at least nine (9) months prior to the termination date of the
          Original Term or then current Renewal Term that the Agreement will not
          be renewed.

IV.   REIMBURSEMENTS AND ASSESSMENTS

     a.   The communications data circuit, including the reoccurring service
          charge, service termination fees and required modem(s) (data sets) at
          Customer's location(s) and FDR, terminal(s) and any other directly
          associated expenses, shall be at Customer's expense. The data circuit
          cost will be no greater than that associated with a point-to-point
          digital data circuit(s) based on the tariffs of FDR's primary carrier.
          One time costs related to the installation of the circuit, as
          specified by such tariffs, will also be paid by Customer. The actual
          circuit speed and ensuing cost will be determined by Customer's
          communications requirements.

     b.   Customer shall be responsible for and billed directly for any
          MasterCard, VISA or other Transaction Card dues, fees and assessments.
          Customer shall reimburse FDR for Base Access Fees incurred by FDR on
          behalf of Customer. (IN - 3513)




                                      B-5
<PAGE>   83

     c.   Customer shall pay all courier expenses associated with the
          transportation of reports and documents from Customer to FDR and from
          FDR to Customer.

     d.   FDR agrees to act as an agent on behalf of Customer and Customer shall
          reimburse FDR for the purchase on Customer's behalf of the postage
          required to mail Cardholder Statements, Merchant Statements,
          collection notices, letters and other materials mailed by FDR on
          behalf of Customer and Customer's Transaction Card Affiliates. The
          amount reimbursed by Customer to FDR for postage while this Agreement
          is in effect will be: (i) the then current first class postage rate
          for mailings not qualifying for the pre-sorted rebate or (ii) based
          upon the monthly rate of mailings of the particular location of FDR
          from which the mailings were sent that qualify for the discount
          pre-sorted rate and the number of mailings sent on behalf of Customer
          from that location during the month, the then current discount
          pre-sorted postage rate (currently $___). (IN - 7401, 7671)

     e.   For any standard services performed by FDR on behalf of Customer in
          connection with the Start-Up of present computer Cardholder records
          for Customer on the FDR System, there shall be no charge to Customer;
          provided, that Customer shall pay FDR at FDR's then current standard
          rates for any customized computer programming and related services
          performed by FDR on behalf of Customer in connection with such
          Start-Up.

     f.   For each Reward processed by FDR, Customer shall reimburse FDR for the
          amount of the Reward payment to the Merchant, plus any additional fees
          or charges to which FDR is entitled under applicable MasterCard and
          VISA rules and regulations in connection with the processing of such
          Reward. A Reward shall mean each monetary payment made to a Merchant
          for the recovery of a statused Transaction Card of Customer, which
          payment is processed by FDR in accordance with the reward schedule
          established by MasterCard and VISA for card pick-up. At the time of
          the execution of this Agreement, the amount of such reimbursement is
          $15.00 per card. (IN - 7915)

     g.   Customer shall reimburse FDR for special service set-up/certification
          fees and charges, training fees and programming fees including but not
          limited to the set up/training charges associated with FDR's Customer
          Inquiry Management System (CIMS) Services, PIN Management System
          Services, Extended CIS Services, Application Processing Services, PC
          Remote Access Services, Account-Level Processing (ALP) Services,
          Online Access and Retrieval System (OARS) Services, Acquiring Debit
          Services, Transaction Level Processing (TLP)/Transaction Level Rewards
          (TLR) Services, ANI Card Activation Services, Commercial Card
          Services, Promotional Letter Services, Fraud Management/Fraud
          Detection Services (Scoring and Strategy Start-Up and Call
          Processing), Auto PIN Change Services, KnowledgeSight Services and
          other services requiring special programming or training. Prices for
          such services shall be provided by FDR upon Customer's request. At the
          time of the execution of this Agreement, FDR's current price for
          computer programming is $150.00 per programmer hour.

     h.   Customer shall reimburse FDR for destroyed forms, product service
          selects, network control requests, equipment sales, supplies and
          documentation manuals.




                                      B-6
<PAGE>   84

V.   SERVICE FEES

     a.   CARDHOLDER FEES



      IN       ITEM                                                                Per Item Charge
     ----      ----                                                                ---------------
                                                                                                  
     7204      Cardholder Account on File                                         $ .0193     /month/account
     7260      Account-Level Processing (ALP) - Cardholder
                    Pricing Account on File                                         .0075     /month/account
                                                                                                on ALP
     2836      Transaction Level Processing (TLP) Promotional
                    Balance on File (monthly)                                       .0720     /promotional balance
     7330      Transaction Level Rewards (TLR) Only Transaction                     .0225     /transaction
     7205      Cardholder Statement                                                 .1124     /statement
     7240      Cardholder Statement Mail Preparation                                .0850     /statement
     7206      Cardholder Statement Insert                                          .0075     /insert
               Enterprise Presentation Cardholder Statement (in addition
               to the current Cardholder Statement fees)

                    -Option 1 (Simplex)
     7196             For the first printed page                                    .0100
     7198             For each subsequent page                                      .0180     /page

                    -Option 2 (Simplex)
     7196              For the first printed page                                   .0100
     7198              For each subsequent page                                     .0180     /page
                    -Option 3 (Duplex)
     7196              For the first physical page (front and back)                 .0100
     7198              For each subsequent physical page (front and back)           .0180     /page
     7207      Letter                                                               .1077     /letter
               Letter Optional Services:
     7208           -Letter Insert                                                  .0075     /insert
     7209           -Letter Additional Pages                                        .0796     /item
     7210           -Letter Priority Mailing                                        .1294     /item
     7211           -Letter Certified Mail Handling                                1.4925     /item
     7212           -Letter Group Samples                                           .0796     /item
     7213           -Letter Set-Up, Revision or Deletion
                       (1/2 hour minimum)                                         31.2500     /half hour
     7214      Cardholder Notice                                                    .0600     /item
     7242      Promotional Letter                                                   .1200     /letter
     7215      Cardholder Monetary Transaction                                      .0174     /item
     7216      Cardholder Non-Monetary/Online Transaction                           .0089     /transaction
     7311      CIS Statement                                                        .0100     /statement stored








                                      B-7
<PAGE>   85



                                                                                               
     7312      CIS Detail                                                        Included      per month
     7219      CIS Memo                                                          Included
     7232      CIMS Regular Workcase                                                .0500     /workcase
     7233      CIMS WOV Workcase                                                    .1100     /workcase
     7234      CIMS Log-Only Workcase                                               .0398     /workcase
     7255      CIMS Regular Workcase Action                                         .0118     /item
     7220      Application Processing Services (APS)                                .5277     /application entered
     7221      APS Relationship Account Storage                                     .0030     /depository account
     7222      On-Line Credit Bureau Report Request                                 .2292     /request
     3510      Cardholder Authorization Inquiry                                     .0089     /inquiry
     7217      Issuer Chargeback                                                    .9452     /chargeback
     7226      PINpoint Inquiry                                                     .2985     /inquiry
     7227      Cardholder Annual Activity Summary                                   .2400     /summary

     7228      Cardholder Annual Activity Summary Detail Storage                    .0050     /account
     7230      Company Card Report Mail Preparation                                 .3300     /set of reports
     7231      IRS Home Equity Form (1098)                                          .9452     /form
     7236      ACCD Downloaded Account                                              .0073     /account
     7237      Check Order Service                                                  .0600     /account
               Balance Consolidation Services:
                  - Creation of check data file and tape
                      transmission to vendor                                        Quote     /check
     7258      Auto PIN Change                                                      .7900     /call
     7262      Cardholder Selected PIN (SMR/SMC) Transaction                        .1500     /transaction
     7600      Embossing Set Up                                                    2.9850     /series of like plastics
     7601      Standard Embossing Services                                          .2583     /plastic embossed
     7602      Card Carrier Printing                                             Included     /carrier
     7603      Plastic to Carrier Match/Merge                                    Included     /plastic
     7604      Carrier Insert/Meter/Mail                                         Included     /carrier
     7605      Vault Storage                                                        .0149     /plastic levied upon
                                                                                               receipt of shipment
     7606      Plasticard Mail Handling                                            1.3444      account plus postage
     7608      PIN/Post Mailer Processing                                           .0643     /account
     7670      PIN/Post Mailer Production Edits                                     .2500     /edit
     7663      DES PIN Generation                                                   .0200     /DES PIN generated
     7609      Plasticard Manual Rush Emboss - Same Day                            10.000     /account
     7610      Plasticard Manual Rush Emboss - Two Day                             6.6500     /account
     7611      Automatic Rush Embossing                                            9.9500     /account
     7640      Plasticard Expedited Turnaround                                      .3900     /plastic
     7678      Plasticard On-Line Same Day Rush                                    9.9500     /plastic
     7612      Hot Stamp Plates/Logos Purchased                                     Quote
     7613      Plasticard Hot Stamping                                           included





                                      B-8
<PAGE>   86


                                                                                               
     7614      Ultragraphics -Front Side                                            .0697     /plastic
     7639      Ultragraphics -Back Side                                             .0697     /plastic
     7615      Plasticard Purging                                                  2.4875     /account
     7616      Plasticard Inserting                                                 .0200     /insert
     7617      Plasticard Mail Integration                                          .0465     /item
     7618      Plasticard Job Processing                                          24.8750     /tape
     7619      Plasticard Agent/Strategy Inserting Set-Up                          4.4775     /set up
     7620      Plasticard Indent Printing                                           .0100     /plastic
     7621      Braille Embossing                                                   4.0000     /plastic
     7622      Card Activation Labeling-General Use                                 .0457     /plastic
     7623      Card Activation Labeling-Selective Use                               .0550     /plastic
     7624      CVV/CVC Generation Verification                                                /calculated value
     7625      Plasticard Bulk Packaging - Basic Sort                               .1616     /account
     7686      High Coercivity                                                   included
               Plasticard. Photocard Services (1" x 1 and 2" x 2"):
     7664           -Photo Transfer (1" x 1")                                      1.2000     /plastic
     7667           -Photo Transfer (2" x 2")                                       .6000     /plastic
     7665           -Photo/Signature Scanning and Digitization (1" x 1")           2.1500     /plastic
     7668           -Photo Scanning and Digitization (2" x 2")                     2.1500     /plastic
     7666           -Photo Image Handling and Merge (1 " x 1 ")                     .4300     /plastic
     7666           -Photo Image Handling and Merge (2" x 2")                       .8500     /plastic
     7626      Plasticard Mail Assembly                                             .3896     /item
     7627      Plasticard Purchased                                                 Quote
     7628      Plastics Purchased                                                   Quote
     7900      Lost/Stolen Account Processing                                       .4516     /account processed
     7901      Lost/Stolen Report - FDR Entered                                    4.8250     /report
     7902      Cardholder Hot Call Referral                                        4.4775     /referral
     7904      Cardholder Hot Call Fraud Referral                                  7.8454     /referral
     7905      Emergency Card or Cash Replacement Services                          .0025     /account on file
     7906      Returned Account Plastics Immediately
               Delivered (RAPID)                                                   2.3880     /plastic
               Return Account Processing Service                                   1.4000     /account
     7907      Automatic Chargeback                                                1.7500     /chargeback initiated
     7908      Lost/Stolen Account Management and Investigation                   20.0000     /accounts reported
                                                                                                lost or stolen
     7909      Lost/Stolen Account Transaction Management System                    .3000     /transaction
     7910      Potential Chargeback Queue                                           .0258     /account in queue
                                                                                                per day
     7911      Referral Queue                                                       .0597     /account in queue
                                                                                                per day
     7912      Card Activation-Voice Call-FDR                                       .2440     /transaction
     7913      Card Activation-ARU Call-FDR                                         .5075     /transaction
     7923      Card Activation-ANI Call-FDR                                         .3800     /transaction









                                      B-9
<PAGE>   87


                                                                                                  
     7914      Card Activation Customer Processed                                   .0600     /transaction
     7285      Recovery 1 Monthly Residence Fee (per
                    charged off account on file upon the
                    conclusion of a calendar month)

                    First 5,000 accounts                                            .4000     /account
                    Next 20,000 accounts (5,001-25,000)                             .1800     /account
                    Next 25,000 accounts (25,001-50,000)                            .0900     /account
                    Next 50,000 accounts (50,001-100,000)                           .0700     /account
                    Next 100,000 accounts (100,001-200,000)                         .0500     /account
                    Over 200,000 accounts                                           .0400     /account

     7286      Recovery 1 Financial Transaction Fee                                 .0900     /transaction
     7287      Recovery 1 Note on File                                              .0010     /note
     7288      Recovery 1 Save Executed                                             Quote     /run
               Fraud Management/Fraud Detection Service Fee (monthly)

                    Number of Monthly Gross Active
                    Credit Card Accounts for the Month
                               0 - 599,999                                          .0514
                         600,000 - 999,999                                          .0479
                       1,000,000 - 1,999,999                                        .0459
                       2,000,000 - 2,999,999                                        .0439
                       3,000,000 - 4,999,999                                        .0419
                       5,000,000 - above                                            .0409     /monthly gross active
                                                                                                credit card account

               Fraud Management/Fraud Detection Call Processing Services           2.8258     /actioned credit card
                                                                                                account

               Credit Performance Service Fees:
     7295           -Monthly Service Fee per Account in
                             1 - 59 Day Queue                                      4.5000     /account
     7296           -Monthly Service Fee per Account in
                             60+ Day Queue                                        13.5000     /account
     7297           -Inbound Delinquent Billing Call                               3.0000     /call accepted
     7298           -Skiptracing per Account                                      11.2500     /account

               Cardholder Support Service Fees:

                    -Cardholder/Bank Customer Service (subject
                    to the Call Volume factors set forth below)






                                      B-10
<PAGE>   88




                      Number of Customer's Credit                          Price Per Credit Card                          
                    Card Related Active Cardholder                       Related Active Cardholder    
                       Accounts on File Upon the                         Account on File Upon the     
                    Conclusion of a Calendar Month                   Conclusion of the Calendar Month 
                    ------------------------------                   -------------------------------- 
                                                                 
                                 0   -   50,000                                     1.05
                            50,001   -  100,000                                      .80
                           100,001   -  150,000                                     0.70
                           150,001   -  200,000                                     0.60
                           200,001   -  300,000                                     0.57
                           300,001   -  450,000                                     0.55
                           450,001   -  500,000                                     0.53
                           500,001   -     Over                                     0.50

                                                               
          For purposes of the pricing above, Active Accounts on File shall mean
          those of Customer's Cardholder Accounts on File which are defined as
          "Gross Active Accounts" on the CD-121 Ledger Activity Report or its
          equivalent.

          The prices above for Cardholder/Bank Customer Services are based upon
          a Monthly Call Volume (as determined herein) of between 0% and 10%.
          For each whole Monthly Call Volume percentage in excess of 10% during
          a month, the price per Active Cardholder Account on File from the grid
          above shall be increased by $.03. For purposes of this paragraph, the
          Monthly Call Volume shall be equal to (i) the total number of
          representative calls answered by FDR on behalf of Customer during the
          calendar month, divided by (ii) the number of Active Cardholder
          Accounts on File upon the conclusion of the calendar month, with the
          resulting quotient expressed as a percentage.


                                                                             
          -Dispute/Chargeback Correspondence Services                             30.0000     /new dispute

          -Credit Services

                    General Credit Written Inquiries                               5.4000     /item
                    Inbound General Credit Telephonic Inquiries                    1.1000     /talk minute
                    *Outbound Applicant Verification Calls                        28.0000     /staffed hour

          -Credit Enhanced Services
               Approved Application                                                 .6500     /application
               Declined Application                                                 .1500     /application

          -Technical Systems Support Services

               One-Time Set-up Fee (including but not limited
                    to programming, scripting, VRU setup,
                    report setup and mail tape setup)                            150.0000     /hour







                                      B-11
<PAGE>   89


                                                                           
               Non-Decision Transaction Routing                                     .0750     /transaction
               Decision Transaction Routing                                         .3000     /transaction
               Reports                                                              .1000     /page
               Facsimile                                                           1.0000     /page
               Balance Transfer                                                     .4500     /request plus
                                                                                                third party fee
               File Creation
                    -     Transmission                                            50.0000     /file
                    -     Tape                                                    75.0000     /file
               Miscellaneous Programming                                         150.0000     /hour
               Data Lines/Modems (Buyer requested)                                At Cost
            ** Quality Call Monitoring                                          6 hours per calendar month/
                                                                                     no charge
               Record Filming                                                       .0500     /frame



          After the effective date of this Agreement, Customer shall be
          responsible for any other fees and costs incurred by FDR in connection
          with the performance of the Cardholder Support Services, including but
          not limited to preparation of training and documentation manuals used
          by FDR to provide the Cardholder Support Services on behalf of
          Customer, voice and data circuit charges, voice usage charges, voice
          feature charges, data voice and voice feature charges, data voice and
          vocal feature installation/deinstallation charges, materials,
          supplies, postage, courier fees, and travel requested by Customer. The
          Cardholder Support Service Fees payable hereunder are based on the
          specific services FDR has agreed to provide under Exhibit "A", Section
          G of this Agreement. Any services required by Customer in addition to,
          or different from, those specified in Exhibit "A", Section G will be
          provided at FDR's then current rates for such services.

          Fees incurred by FDR for initial training of newly hired customer
          service representatives ("CSRs") who will provide Cardholder Support
          Services will be passed-through to Customer at cost. Additional
          training fees incurred by FDR due to required additions to staff due
          to anticipated higher call volume will be passed-through to Customer
          at the rate of $15.00 per training hour per CSR. Training fees
          incurred by FDR for newly hired FDR employees required due to staff
          attrition will be absorbed by FDR and will not be passed-through to
          Customer.

          *    Minimum of one full time employee. FDR and Customer shall review
               and adjust pricing, if appropriate, after three (3) months.

          **   Upon the availability of call recording, FDR and Customer shall
               mutually agree on alternative pricing for call recorded
               monitoring.

     b.   NON-SPECIFIC FEES





                                      B-12
<PAGE>   90



      IN       ITEM                                                                Per Item Charge
     ----      ----                                                                ---------------
                                                                                               
     7402      Non-Standard Job Run (including Master Files)                      50.0000     /data set
     7403      RMS Reports-Hardcopy                                                 .0400     /page
     7404      RMS Reports-RJE/NDM                                                  .0183     /page
     7405      RMS Reports-On-Line View                                             .0156     /page
               Microfiche:
     0246               -First Copy                                                 .8507     /page
     0248               -Each Additional Copy                                       .1483     /page
     7413      Online Access and Retrieval System (OARS) Services                   .0119     /page
     4352      CD-ROM Service Pages                                                 .0126     /page
     7411      Interface Services-RJE/NDM                                          3.3800     /transmission
     7412      Interface Services-Tape to Tape                                     3.3800     /transmission
     7408      Interface Services-Magnetic Tape Handling                          25.0000     /tape
     7407      PC Remote Access Service (500 minute
               per month minimum per user i.d. number)





                         Total Minutes of Usage
                        During a Calendar Month
                        -----------------------
                                                                             
                                500 -   750                                         .2400
                                751 - 1,250                                         .2100
                              1,251 - 1,500                                         .1900
                              1,501 -  over                                         .1800     /minute

     7637      Custom Forms Purchased                                               Quote

               InfoSight Services                                                  Quoted     Upon Request

     4320      FDR Link-Up One-Time Start-Up Fee                                 100.0000     /mailbox
     4321      FDR Link-Up Monthly Service Fee                                    15.0000     /mailbox
     4435      Postal Credit Processing Fee                                         .0249     /item
               KnowledgeSight Service Fees:
     N/A            -Data Warehouse Fee                                             .0060     /100 data elements
                                                                                                stored in the data
                                                                                                warehouse per month


     N/A            -Data Warehouse Load Fee                                        .0050     /100 data elements
                                                                                                loaded to the data
                                                                                                warehouse per month




                                      B-13
<PAGE>   91




                                                                                                    
N/A            -Historical Retention Fee                                                       Warehouse
                                                                                               per month
                                                                                     .0010     /1,000 data elements
                                                                                               retained per month


     d.   For purposes of the billing of RMS Reports: (i) if Customer's standard
          (or default) setting for a particular report is "0", then all pages of
          RMS On-Line View, RMS Hardcopy and RMS RJE of such report provided by
          FDR to Customer shall be billed to Customer at the prices above, or
          (ii) if Customer's standard (or default) setting for a particular
          report is a value other than "0", then each page of the RMS On-Line
          View of such report provided by FDR to Customer shall be at no charge
          and each page of RMS Hardcopy and RMS RJE of such report shall be
          billed to Customer at the prices above.

     e.   FDR will generate embossing information based upon Customer's Product
          Control File (or, at Customer's option, receive embossing information
          via tape from Customer), use such information to prepare the embossed
          plastic and mail the embossed plastic on behalf of Customer to its
          Cardholder at the Cardholder's then current address.

     f    In the event that Customer elects to utilize the Recovery 1 Services
          set forth in paragraph a above, then Customer hereby agrees to
          continue to utilize such services for a period of not less than twelve
          (12) months following the commencement date of such services.

     g.   For the uploading or downloading of information to or from the FDR
          System via the PC Remote Access Services, Customer shall, in addition
          to charges set forth above, pay FDR $6.50 for each instance in which
          information is made available by FDR for downloading to Customer upon
          cycle completion and each upload made by Customer to the FDR System.

     h.   Customer shall, by initialing the appropriate blank below, indicate
          which of the Enterprise Presentation Cardholder Statement service
          pricing options (as set forth in paragraph a above) Customer elects to
          utilize commencing on the commencement date of such services:

          Option 1______________

          Option 2______________

          Option 3______________

          Customer may, at its election during the remaining Term of this
          Agreement, switch from the pricing option then currently being
          utilized by Customer for Enterprise Presentation




                                      B-14
<PAGE>   92


          Cardholder Statement services to another pricing option from the
          selections above (subject to any applicable price escalators set forth
          in this Agreement). Any such switch in pricing options shall be for a
          period of one (1) calendar year effective on January 1, and Customer
          agrees to give FDR written notice, on or before September 1 of the
          preceding calendar year, of its intention to effect such a switch.
          There shall be no charge to Customer for the first such switch in
          pricing options. For each such switch in pricing options requested by
          Customer in excess of one (1), Customer shall pay FDR, upon receipt of
          FDR's written invoice, the amount of $15,000.00.

     i.   If, during any calendar month, Customer requests that FDR provide
          Summary CD-ROM Bundles, then Customer shall pay FDR $475.00 for each
          such Summary CD-ROM Bundle. For each duplicate copy of a CD-ROM
          Bundle, Customer shall pay FDR $75.00. For any computer programming or
          any other technical services performed by FDR on behalf of Customer in
          connection with the CD-ROM Services performed by FDR on behalf of
          Customer, Customer shall pay FDR at FDR's then current standard rates
          for such services. Such rates shall be provided to Customer by FDR
          upon request. A CD-ROM Bundle, for purposes of the statements on
          CD-ROM Services, consists of three (3) copies, one for Customer, one
          for archive and one for Customer's customer service representative. A
          CD-ROM Bundle, for purposes of the reports on CD-ROM Services,
          consists of two (2) copies, one for Customer, and one for archive. A
          Summary CD-ROM Bundle summarizes previously produced CD-ROM Bundles.
          Customer shall provide at its expense the minimum personal computer
          configuration set forth below:

          386/486 Processor with Hard Drive (486 preferred)
          8 MB RAM (12 MB preferred)
          3.1 Windows
          Mouse
          14" VGA Color Monitor (SVGA preferred)
          CD-ROM Drive (double speed)
          Laser Printer

VI.  Certain services performed by FDR on behalf of Customer shall be included
     in the overall pricing set forth in this Exhibit "B" and shall be provided
     to Customer at no additional charge. Such items are set identified by the
     word "Included" in this Exhibit "B".

VII. Commencing on the effective date of this Agreement, Customer shall pay FDR
     for each annual volume-sensitive service ("Service") at the rate indicated
     by "**". Upon the expiration of each Processing Year, FDR shall calculate
     the actual volume of each item of Service during such Processing Year and
     then determine the appropriate price per item of each Service. Based upon
     such calculation, FDR shall then calculate the total amount of processing
     fees owed by Customer to FDR during such Processing Year. If, during any
     Processing Year, Customer shall have paid FDR more or less than the amount
     owed to FDR based upon the above calculations, then FDR shall issue a
     credit to Customer for any amounts due Customer under this Section or
     invoice Customer




                                      B-15
<PAGE>   93


          for any amounts due FDR, as appropriate. The fees charged for each
          item of Service during each subsequent Processing Year shall be based
          upon the previous Processing Year's volumes.

VIII. For purposes of this Exhibit "B": (i) "IN" means the item number for such
      service or product and (ii) "Quote" means this Agreement does not
      contemplate the use of this service or product, but FDR shall, on the
      request of the Customer, provide a price for such service or product.

IX.   For any services performed by FDR at Customer's direction which are
      neither set forth in this Exhibit nor covered by a separate agreement,
      Customer shall pay FDR for such services at FDR!s then current standard
      rates.







                                      B-16
<PAGE>   94

                                   EXHIBIT "C"
                 CUSTOMER TRANSACTION CARD AFFILIATE AGREEMENT



         This Customer Transaction Card Affiliate Agreement (the "Agreement") is
entered into this ____ day of ________, 1997, (the "Effective Date") among First
Data Resources Inc., 7302 Pacific Street, Omaha, Nebraska ("FDR") Internet
Access Financial Corporation, 595 Market Street, Suite 2250, San Francisco,
California ("Customer") and Customer's Transaction Card Affiliate, Heritage
Bank, of Commerce, 150 Almaden Boulevard, San Jose, California ("Affiliate").

         WHEREAS, FDR and Customer have entered into a Service Agreement (the
"Service Agreement") setting forth certain ongoing rights, duties and
obligations relating to the origination and servicing of Transaction Card
accounts; and

         WHEREAS, Customer and Affiliate have entered into a Customer Credit
Card Program Agreement (the "Heritage Agreement") whereby Customer has agreed to
originate and service Transaction Card accounts for the benefit of Affiliate,
with account processing to be provided by FDR; and

         WHEREAS, in order to extend to Affiliate certain of the benefits of the
Service Agreement, it is necessary that Affiliate become bound by certain of
the obligations of the Service Agreement, including but not limited to the
payment obligations with respect to transaction settlements and account
processing.

         NOW, THEREFORE, the parties agree as follows:

     1. Affiliate acknowledges receipt of a copy of the Service Agreement
including but not limited to all Exhibits and attachments thereto. With respect
to Customer Accounts of Affiliate, arising out of the "Heritage Agreement"
Affiliate agrees to be bound by all of the terms and conditions of the Service
Agreement, including the payment obligations arising under Exhibit B. Affiliate
shall not be responsible for any obligations set forth in the Service Agreement
which expressly belong to Customer, and not of Affiliate, including, without
limitation, the payment obligations relating to Minimum Processing Fees and
Liquidated Damages. This Agreement shall remain in effect until the earlier of:
(a) expiration or termination of the Service Agreement, or (b) Affiliate no
longer being associated with Customer.

         2. Affiliate specifically agrees to comply with the rules, procedures,
manuals and instructions of MasterCard, VISA, FDR and Customer as applicable to
Affiliate and as in effect from time to time.

         3. Customer shall act as the agent of Affiliate and have full authority
to represent Affiliate and to act fully on Affiliate's behalf in connection with
the Service Agreement and/or this




                                      C-1
<PAGE>   95

Customer Transaction Card Affiliate Agreement, including the negotiating with
FDR of any amendments, extensions of the term or revisions of the Service
Agreement and/or this Customer Transaction Card Affiliate Agreement, the
asserting, negotiating and resolving of any controversy, dispute or claim under
the Service Agreement and/or this Customer Transaction Card Affiliate Agreement
and the execution or delivery of any documents; provided, however, that Customer
shall give prompt notice to Affiliate of any amendment to the Service Agreement
or this Customer Transaction Card Affiliate Agreement pursuant to Section 11,
below.

         4. Affiliate agrees that, with respect to Customer Accounts of
Affiliate and except as otherwise set forth in this Customer Transaction Card
Affiliate Agreement, Affiliate and Customer shall be severally liable to FDR for
all other obligations of Affiliate which are to be paid by Customer pursuant to
the Service Agreement. If Customer shall fail to pay any amounts due under the
Service Agreement, including but not limited to any Processing Fees, the Daily
Amount (if applicable), or other fees, taxes, interest payments, charges or
amounts due or payable by Customer with respect to accounts owned by Affiliate,
Affiliate shall pay FDR on demand the portion of the amounts due from Customer
to FDR for services performed by FDR for or on behalf of Affiliate, as
reasonably determined by FDR, which equals the percentage that the Processing
Fees for the period relating to processing for Affiliate are of the total
Processing Fees due under the Service Agreement for such period.

         5. This Customer Transaction Card Affiliate Agreement is being executed
for the benefit of FDR and that FDR has relied upon the existence of this
Customer Transaction Card Affiliate Agreement and the terms and conditions
contained in it in electing to enter into the Service Agreement and FDR would
not have elected to execute the Service Agreement in the absence of the
existence of this Customer Transaction Card Affiliate Agreement.

         6. In all circumstances in which Affiliate shares responsibility of any
of Customer's obligations under the Service Agreement, Affiliate:

            (a)    agrees that separate action or actions may be brought against
                   Affiliate, whether action is brought against Customer or
                   whether Customer is joined in any such action or actions;

            (b)    authorizes FDR, without notice or demand and without
                   affecting Affiliate's liability hereunder, from time to time,
                   to (a) take and hold security for the performance of
                   Customer's obligations and exchange, enforce, waive and
                   release any such security, (b) apply any such security and
                   direct the order or manner of sale thereof (whether by
                   judicial or nonjudicial sale or otherwise as FDR in its
                   discretion may determine), and (c) release or substitute any
                   one or more of any endorsers or guarantors of such
                   obligations;




                                      C-2
<PAGE>   96

            (c)    waives any right to require FDR to (a) proceed against
                   Customer, (b) proceed against or exhaust any security held
                   from Customer, or (c) pursue any other remedy in FDR's power
                   whatsoever; and

            (d)    waives any defense arising by reason of any disability or
                   other defense of Customer or by reason of the cessation from
                   any cause whatsoever or the liability of Customer.

         7. Upon any termination of this Customer Transaction Card Affiliate
Agreement, Affiliate agrees to open or to leave open for 6 months following such
termination an account through which Customer and/or FDR can draw drafts or ACH
for reimbursement of lingering charges incurred on behalf of Affiliate.

         8. This Customer Transaction Card Affiliate Agreement, and all rights
and obligations of the parties with respect to matters in connection herewith,
arising hereunder or related hereto, shall be governed by and construed in
accordance with the laws of the State of New York, and any claim, suit or
proceeding shall be subject to the provisions of Section 13.4 of the Service
Agreement.

         9. Affiliate acknowledges and agrees that it may not transfer or assign
its rights under this Customer Transaction Card Affiliate Agreement without the
prior written consent of FDR as provided in Section 13.1 of the Service
Agreement.

         10. Each capitalized term used in this Customer Transaction Card
Affiliate Agreement and not defined herein shall have the definition provided
for such term in the Service Agreement.

         11. Any notice to Affiliate shall be given by Customer and shall be
given as provided for in Section 13.5 of the Service Agreement, and shall be
given to the following address:

            Affiliate:______________________________________________
            Address:________________________________________________
                    ________________________________________________
            Attention:______________________________________________
            Telecopy Number:________________________________________

Any notice to FDR shall be given as provided in Section 13.5 of the Service
Agreement. A party may change its address or addresses set forth above by giving
the other party notice of the change in accordance with the provision of this
section. In the event FDR provides notice hereunder to Customer of any default
by Customer in the performance of the provisions of the Customer Transaction
Card Affiliate Agreement, which default could result in the termination of this
Customer Transaction Card Affiliate Agreement, FDR will deliver a copy of the
notice to Affiliate receiving services under this Customer Transaction Card
Affiliate Agreement.




                                      C-3
<PAGE>   97

         12. This Customer Transaction Card Affiliate Agreement, along with the
Service Agreement, as such may be amended from time to time, sets forth the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior agreements or understandings among the parties with
respect to the subject matter hereof. This Customer Transaction Card Affiliate
Agreement may not be amended except in a writing signed by an authorized officer
or representative of each of the parties hereto. This Customer Transaction Card
Affiliate Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

         13. Despite anything to the contrary in the Service Agreement, or this
Customer Transaction Card Affiliate Agreement, FDR, at its option, may terminate
this Customer Transaction Card Affiliate Agreement under the following
circumstances:

                  (a) Immediately, without notice, upon the termination of
         Affiliate's membership in VISA and MasterCard or both of their
         successors in interest, if after such termination, Affiliate does not
         maintain a status that permits FDR to continue to perform its services
         on behalf of Affiliate;

                  (b) If Affiliate fails to pay any Daily Amount when required
         under Section 14 of this Customer Transaction Card Affiliate Agreement
         (if applicable) and does not cure the failure within four (4) hours
         after written notice to Customer of the failure or immediately without
         notice if FDR has the right more than three times in any twelve month
         period to give notice under this Section 13 whether or not the notice
         is given; and

                  (c) Upon twenty-four (24) hours notice by FDR if FDR has
         terminated Interchange Settlement of transactions on behalf of
         Affiliate pursuant to Section 14 (if applicable) for more than ten (10)
         consecutive days or for more than twenty (20) days in any Processing
         Year.

         14. Interchange Settlement

             (a)   In order for FDR to provide its settlement services to
                   Affiliate pursuant to this Agreement, it is necessary for FDR
                   to handle and settle Interchange Settlement for Affiliate
                   through the international Interchange networks of MasterCard
                   and VISA. It shall be the responsibility of Affiliate to
                   provide ICA and BIN numbers from MasterCard and VISA,
                   respectively, for use by FDR in the settlement of
                   transactions for Affiliate. Affiliate understands that FDR
                   handles the Interchange Settlement with MasterCard and VISA
                   for its clients including Affiliate on a net settlement basis
                   (the "Settlement System"). To facilitate the Settlement
                   System, FDR has established, will establish or will direct
                   Affiliate to establish and may in the future establish or
                   direct Affiliate to establish one or more interchange
                   settlement Central




                                      C-4
<PAGE>   98


                   Clearing Accounts (collectively the "Settlement Account") at
                   one or more banks.

            (b)    FDR shall calculate and FDR or Customer shall inform
                   Affiliate on each business day of the amount of funds to be
                   transferred (the "Daily Amount") as the result of (i) current
                   transaction processing, and (ii) funding required for
                   incoming transactions of Affiliate. If the Daily Amount is
                   negative, Affiliate must transfer to the Settlement Account
                   immediately available funds in an amount equal to the Daily
                   Amount or have available in the Settlement Account, prior to
                   noon, Central Time Zone, on the business day, funds in an
                   amount equal to the Daily Amount. If the Daily Amount is
                   positive, FDR will transfer to Affiliate, or will cause
                   MasterCard or VISA to transfer to Affiliate, immediately
                   available funds equal to the Daily Amount prior to the close
                   of business of the Federal Reserve System in New York on such
                   date.

            (c)    The Daily Amount shall equal:

                   (i) The Net Settlement Amount for Affiliate, plus

                   (ii) The amount necessary to fund incoming Interchange
                   transactions not yet processed, determined in accordance with
                   the FDR Settlement Rules, minus

                   (iii) The amount previously advanced by Affiliate with
                   respect to prior incoming Interchange transactions for which
                   processing is complete.

            (d)    In the event of the failure of Affiliate on any business day
                   when required by the terms of this Agreement or the FDR
                   Settlement Rules, to transfer the Daily Amount to the
                   Settlement Account, or to make available the Daily Amount in
                   the Settlement Account for FDR to draw upon, as applicable,
                   FDR may refuse, without incurring any liability to Affiliate,
                   to act as Affiliate's agent in discharging any VISA or
                   MasterCard Interchange obligations of Affiliate and shall
                   have the right to immediately notify MasterCard and VISA that
                   it will no longer cause the MasterCard or VISA Interchange
                   obligations of Affiliate to be discharged. In addition to the
                   foregoing, FDR may take such actions with respect to
                   Affiliate's obligations under the Settlement System as FDR
                   deems reasonable to protect FDR or its customers from any
                   loss arising from Affiliate's non-payment of the Daily
                   Amount. If Affiliate, within two (2) business days after
                   written notice from FDR pays FDR the Daily Amount which
                   Affiliate had failed to transfer to the Settlement Account
                   together with late payment fees as set forth in Section 14(e)
                   of this Affiliate Agreement, then FDR shall continue to act
                   as



                                      C-5
<PAGE>   99

                  Affiliate's agent in discharging Affiliate's VISA or
                  MasterCard Interchange Settlement obligations.

            (e)    In addition to any other provisions in this Agreement, in the
                   event of Affiliate's failure to transfer or make available
                   the Daily Amount for any business day, Affiliate shall pay to
                   FDR a late payment fee (the "Settlement Late Payment Fee")
                   which shall be equal to the amount Affiliate would have been
                   required to pay as a late payment fee under MasterCard and
                   VISA rules. The amount shall be calculated in accordance with
                   the rules and shall continue to accrue until FDR shall have
                   received the Daily Amount from Affiliate. Settlement Late
                   Payment Fees shall be paid to FDR based upon the rules even
                   though FDR may have elected to make settlement with
                   MasterCard or VISA in a timely manner on behalf of Affiliate.
                   If FDR has received funds from VISA and/or MasterCard as a
                   result of Interchange Settlement on behalf of Affiliate and
                   fails to make available the Daily Amount to Affiliate, FDR
                   shall pay to Affiliate a late payment fee based on the Daily
                   Amount calculated in the same manner as the Settlement Late
                   Payment Fee.

            (f)    The obligation of FDR to discharge any VISA or MasterCard
                   Interchange obligations of Affiliate shall be solely as an
                   agent of Affiliate in accordance with the terms and
                   provisions of this Agreement and the FDR Settlement Rules.
                   FDR shall have no independent obligation with respect to the
                   discharge of the Interchange obligations of Affiliate.

            (g)    In the event that MasterCard or VISA shall notify FDR of any
                   violation of the rules and regulations of MasterCard or VISA,
                   relating to Affiliate or transactions processed for
                   Affiliate, FDR shall have the right, without liability to
                   Affiliate, to terminate Interchange Settlement of
                   transactions on behalf of Affiliate under this Agreement
                   until the time as FDR shall have been notified by MasterCard
                   or VISA that the violation has been corrected.

            (h)    Affiliate acknowledges that performance of Interchange
                   Settlement involves the settlement of certain of Affiliate's
                   transactions jointly and on a combined net basis with the
                   settlement of transactions of other customers of FDR.
                   Accordingly, the payment or receipt by FDR of settlement
                   monies on behalf of Affiliate may be dependent on equivalent
                   payments or receipts being received or made by or for other
                   customers of FDR and in respect of transactions involving
                   Transaction Cards issued by such other customers. FDR and
                   Affiliate will cooperate and use all reasonable resources to
                   identify the reason for any settlement failure and shall
                   attempt to work to its resolution.



                                      C-6
<PAGE>   100

            (i)    FDR shall be entitled without further inquiry to execute or
                   otherwise act upon (i) instructions or information or
                   purported instructions or information received through the
                   MasterCard and VISA payment systems and instructions or
                   information, or (ii) purported instructions or information
                   received in accordance with the MasterCard and VISA rules or
                   settlement manuals otherwise than through the payment systems
                   or in accordance with the FDR Settlement Rules
                   notwithstanding that it may afterwards be discovered that the
                   instructions or information were not genuine or were not
                   initiated by Affiliate. Such execution or action shall
                   constitute a good discharge to FDR, and FDR shall not be
                   liable for any liability, damage, expense, claim or loss
                   (including loss of business, loss of profit or exemplary,
                   punitive, special, indirect or consequential damages of any
                   kind) whatsoever arising in whatever manner, directly or
                   indirectly, from or as a result of the execution or action.

            (j)    Affiliate agrees to discharge their Interchange Settlement
                   obligations to FDR under this Section 14 in full and on first
                   written demand waiving any defense, setoff or right of
                   counterclaim (without prejudice to the ability of Affiliate
                   to pursue these independently) and notwithstanding any act or
                   omission or alleged act or omission or any insufficiency or
                   deficiency that there is or has been or that may be alleged
                   in the performance by FDR of its obligations under this
                   Agreement or otherwise. FDR agrees, however, that it shall
                   not setoff against any payment to be made by it to Affiliate
                   or on their behalf pursuant to this Section 14 any amount due
                   and payable by Affiliate to FDR (without prejudice to the
                   ability of FDR to pursue these independently) other than
                   amounts due and payable by Affiliate or on their behalf to
                   FDR pursuant to this Section 14.

            (k)    If Affiliate terminates this Agreement or if Affiliate ceases
                   to obtain processing services from FDR under this Agreement
                   in a manner which results in fees or charges relating to
                   Affiliate's Accounts continuing to be included as a part of
                   FDR's net settlement with MasterCard or VISA, FDR may obtain
                   daily payment from the Settlement Account established under
                   Section 14(a) or Affiliate will provide FDR immediately upon
                   notice with access to an account of Affiliate's funds, not
                   requiring signature, which FDR may draw upon in order to
                   receive payment for such fees and charges. FDR will provide
                   Affiliate with documentation for all fees and charges paid on
                   behalf of Affiliate.




                                      C-7
<PAGE>   101

         IN WITNESS WHEREOF, the parties to this Agreement have caused it to be
executed by their duly authorized signature as of the day and year first written
above.




HERITAGE BANK OF COMMERCE
--------------------------------------
Name of Affiliate:



By:    /s/ KEN SILVEIRA
   -----------------------------------
Name:  Ken Silveira
     ---------------------------------
Title: E.V.P
     ---------------------------------
Date:  12/22/97
     ---------------------------------


INTERNET ACCESS FINANCIAL CORPORATION


By:    /s/ JEREMY LENT
   -----------------------------------
Name:  Jeremy Lent
     ---------------------------------
Title: CHIEF EXECUTIVE OFFICER
     ---------------------------------
Date:  12/22/97
     ---------------------------------


ACCEPTED AND AGREED TO:

FIRST DATA RESOURCES INC.


By:    /s/ JOHN THIELEN
   -----------------------------------
Name:  JOHN THIELEN
     ---------------------------------
Title: SENIOR VICE PRESIDENT
     ---------------------------------
Date:  12/22/97
     ---------------------------------







                                      C-8
<PAGE>   102

                                   EXHIBIT "D"
                             PERFORMANCE GUIDELINES


1.   AUTHORIZATION SYSTEM AVAILABILITY - ISSUER

          The issuer authorization on-line will be available via primary or
          backup to respond to cardholder authorization inquiries 24 hours per
          day, 7 days per week for 99% of the total minutes in the month.

2.   EMBOSSING ORDERS -- NEW ACCOUNTS PLASTICS

          Cardholder embossing orders entered electronically will be mailed
          within three business days following cycle for 95% of each month's
          volume and within five business days following cycle for 100% of each
          month's volume. Plastic holds and plastic destruction requests by
          Customer are excluded from this standard.

3.   EMBOSSING ORDERS -- REISSUED ACCOUNTS

          Cardholder reissued account plastics produced as a result of FDR's
          monthly reissue programs will be mailed ten days prior to the last day
          of the month for 100% of each month's volume. Plastic holds and
          plastic destruction requests by Customer are excluded from this
          standard.

4.   LETTERS -- CARDHOLDER

          Cardholder letters will be mailed by the end of the third business day
          following input for 100% of each month's volume.

5.   ON-LINE AVAILABILITY

          The production on-line system will be available for inquiry 98.5% of
          the time during the hours of 7 a.m. Central Time Zone (CTZ) to 11 p.m.
          CTZ, seven days per week. This excludes CIS files on Sunday unless
          Customer signs up for 24-hour CIS.

6.   ON-LINE SYSTEM UPDATED

          The production on-line system will be updated and current for monetary
          and non-monetary entry by 7 a.m. CTZ each processing day for 90% of
          that month's processing days. This includes the "common" on-line
          files.



                                       D-1



<PAGE>   103

7.   POSTINGS, MONETARY/NON-MONETARY

          Monetary and/or non-monetary files received in the Omaha Data Center
          by 5 p.m. CTZ will be processed in that night's production processing
          cycle for 90% of the production cycles for the month and by the next
          night's production processing cycle for 100% of the production cycles
          for the month.

8.   REPORTS -- DAILY ON-LINE

          On-line reports are made available by the end of the fifth business
          day following cycle.

9.   REPORTS -- MONTHLY ON-LINE

          On-line reports are made available by the end of the fifth business
          day following cycle.

10.  SETTLEMENT SCREENS

          The final settlement wire transfer figure will be available to the
          client by 12 p.m. CTZ 90% of the time and by 12:30 p.m. CTZ 100% of
          the time.

11.  STATEMENTS -- CARDHOLDER

          Cardholder statements will be mailed by the end of the third business
          day following cycle for 80% of each month's volume and by the end of
          the fifth business day following cycle for 100% of each month's
          volume.




                                      D-2