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EXHIBIT 10.13

(CASHFLOW MANAGER LOGO)

MERCHANT SERVICES AGREEMENT

"You" or "Your" means the Merchant named below. "We", "Us" or "Our" means the Bank named below, its successors and assigns.

MERCHANT: MERCHANTNAME[9] BANK: BANKNAME[14]
MADDRESS1[10] BADDRESS1[15]
MADDRESS2[11] BADDRESS2[16]

Tax ID or SSNumber: TIN[12] Tel. Number: TELNO[13]
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THIS AGREEMENT is between the Bank and the Merchant identified above. We and you
agree to the following terms and conditions with respect to your participation
in our CASHFLOW MANAGER(SM) Program (the "Program"):

SECTION 1. DEFINITIONS

1.1 ACCOUNT. The term "Account" means one of your Customer's credit
accounts with you, any part of which is assigned by you to us in
conjunction with the Program.

1.2 ACCOUNT STATEMENT. The term "Account Statement" means the statement of
Account activity billed to your Customer by us on a monthly basis.

1.3 CREDIT AGREEMENT. The term "Credit Agreement" means any written
installment, charge or other written form of Credit Agreement between
you and a Customer.

1.4 CREDIT MEMO. The term "Credit Memo" means the form reflecting a credit,
other than a credit arising from a payment, to a Customer's Account.

1.5 CUSTOMER. The term "Customer" means a debtor obligated to you on
Receivables that arise from goods which you sold or services you have
rendered to a customer, client or patient.

1.6 DISCOUNT FEE. The term "Discount Fee" means the fixed percentage charge
that you agree to pay us from the Receivables purchased by us pursuant
to this Agreement. The Discount fee will be deducted from the Face
Amount of the Receivables purchased. Subject to the limitations set
forth in Section 6.2 of this Agreement, we may amend the Discount Fee
from time to time upon written notice to you based upon considerations
of transaction volume, delinquency, current economic conditions, and
other factors described herein. Initially, and except as otherwise
provided the Discount Fee will be equal to the following % of the
Receivables purchased by us:

DISCOUNT FEE: DISCOUNTFEE%[17] BANK INITIALS _____ MERCHANT INITIALS __________.

1.7 FACE AMOUNT. The term "Face Amount" means the cash price for the goods
you sold and/or services you rendered to a Customer, less any
downpayment paid by a Customer, plus any taxes imposed on such sales
transaction.

1.8 INVOICE. The term "Invoice" means the form reflecting the sale of goods
or services to a Customer.

1.9 LINE OF CREDIT. The term "Line of Credit" means any funded or unfunded
Line of Credit agreement and/or promissory note(s) established by us
pursuant to this Agreement to secure your obligation to repurchase
Receivables as set forth in Section 6 of this Agreement.

1.10 NET AMOUNT. The term "Net Amount" means the gross amount of a
Receivable, less the Discount Fee and other discounts, returns, credits
or allowances of any nature at any time issued, owing, granted or
outstanding.

1.11 OBLIGATIONS. The term "Obligations" means all of your obligations to
us, whether pursuant to this Agreement, or under any Line of Credit
agreement, note, contract, guaranty, accommodation or otherwise,
however and whenever created, arising or evidenced, whether direct or
indirect, liquidated or contingent, now existing or arising hereafter.

1.12 OPERATING ACCOUNT. The term "Operating Account" means the depository
account(s) maintained by you with us.

1.13 RECEIVABLES. The term "Receivables" means all accounts, instruments,
contract rights, chattel paper, documents and general intangibles that
are acceptable to us and arise from your sale of goods or services, and
the proceeds thereof, and all security and guaranties therefor, whether
now existing or arising hereafter.

Page 1 of 6 Pages
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1.14 RELATED AGREEMENTS. The term "Related Agreements" mean any other
agreement(s) we have with you which relate to the Program. Initially,
these Related Agreements include those set forth in the following
documents or instruments:

DOC1[18]
DOC2[19]
DOC3[20]
DOC4[21]
DOC5[22]
DOC6[23]

BANK INITIALS ____ MERCHANT INITIALS _____.

1.15 RESERVE ACCOUNT. The term "Reserve Account" means the restricted,
interest or non-interest bearing, deposit account established pursuant
to Section 3 as a reserve against delinquent accounts.

SECTION 2. TERM OF AGREEMENT AND TERMINATION

2.1 EFFECTIVE DATE. This Agreement will become effective when it is
executed and will continue in full force thereafter until it is
terminated in accordance with this Agreement.

2.2 TERMINATION. This Agreement may be terminated by you or us upon the
giving of sixty (60) days prior written notice to the other party of
such termination.

2.3 TERMINATION IN THE EVENT OF DEFAULT IN OBLIGATIONS. We may terminate
this Agreement immediately upon written notice to you in the event you
are in default of any of your Obligations. In the event of such
termination, all further services, obligations or agreements to be
performed by us pursuant to this Agreement, or under any Related
Agreements, at our option will terminate immediately.

2.4 WINDING UP. Upon termination of this Agreement for any reason, any and
all outstanding charges shall be immediately due and payable, and all
Receivables then held by us may, at our sole option, be reassigned to
you in accordance with Section 6, or held by us until all amounts due
to us pursuant to those Receivables have been fully paid.

SECTION 3. PURCHASE AND SALE OF RECEIVABLES; RESERVE ACCOUNT

3.1 ASSIGNMENT AND SALE. We agree to purchase, and you agree to assign and
sell, and hereby assign and sell, to us as absolute owner, with
recourse as provided herein, your entire interest in such of your
presently outstanding Receivables as we determine acceptable, as well
as all of your future Receivables which are in our sole discretion
acceptable to us and that are reflected by the Invoices you deliver to
us. The assignment of Receivables to us shall automatically become
effective on the date the Receivables are funded by us by credit to
your Operating Account.

The assignment of an Account to us shall include all rights related to
the Account or securing payment of the Account, including all vendor's
privileges, security interests and guaranties and all collateral
therefor. We shall be the absolute owner of all payments and
collections received by us in connection with any Account purchased by
us. We may give notice to any Customer you have assigned that
Customer's Accounts to us, that we have a continuing security interest
in your Receivables, and that any modification, accommodation,
forbearance or release shall not be effective unless we approve it. In
the event that the balance of the Accounts purchased by us exceeds any
lending or purchase limit that we have established pursuant to the Line
of Credit, or which may apply under state or federal laws or
regulations, you agree that you will repurchase a sufficient balance of
Accounts so as to reduce the balance of Accounts purchased by us to an
amount equal to or less than such limit. The establishment of a lending
or purchase limit shall not be deemed to be a commitment by us to
purchase Receivables in that amount or any other amount, and any
purchase by us of Receivables shall be in our sole and absolute
discretion. You acknowledge and agree by executing this Agreement that
we have not entered into any separate agreement or understanding
concerning any commitment by us to purchase any of your Receivables.

3.2 PURCHASE PRICE. The purchase price of the Receivables will be the Net
Amount thereof, which shall be payable by credit to your Operating
Account on or before the next banking day after delivery to us of
acceptable Invoices.

3.3 RESERVE ACCOUNT. CREATION, GRANT OF SECURITY INTEREST, ASSIGNMENT. We
may retain a portion of the sums payable to you, the amount of which we
may adjust from time to time in our reasonable discretion, as a reserve
to provide for the delinquency of the Receivables we purchase. Amounts
retained by us pursuant to this provision shall be credited to your
Reserve Account. No amounts may be drawn or disbursed from the Reserve
Account without our consent. The initial reserve percentage will be the
following percentage of the Face Amount of the acceptable Invoices
submitted to us.

RESERVE PERCENTAGE: RESERVE%[24] BANK INITIALS __________ MERCHANT INITIALS __________.

If checked [ ] [25] the provisions of the attached Reserve Account
Addendum will also apply to the Reserve Account under this Agreement.

You hereby pledge and grant to us a security interest in the Reserve
Account. You further hereby assign and transfer to us all of your
right, title and interest in and to your Reserve account, and all sums
now or at any time hereafter on deposit therein together with all
earnings of

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every kind and description which may now or hereafter accrue thereon,
for the purpose of securing your repurchase and other Obligations to
us, whether such Obligations now exist or are hereafter created or
incurred, and whether it is direct or indirect, due or to become due,
absolute or contingent or joint and/or several.

You further irrevocably authorize and empower us, at any time whether
or not at such time the Obligations, or any part thereof, are due and
payable, in our own name or in your name, to demand, apply for
withdrawal, receive and give acquittance for any and all sums which are
or will become due and payable under said account, to exercise any and
all rights and privileges and receive all benefits accorded to said
account, and to execute any and all instruments required therefor, and
to apply such moneys toward payment of the Obligations, in such order
of application as we may determine, all without notice to you. Until
this assignment has been released by us in writing, you will have no
right to make any withdrawals from said account.

SECTION 4. OPERATION OF THE PROGRAM

4.1 PROGRAM FORMS AND SERVICES. We will provide you with such forms and
related support services as may be required for your participation in
the Program.

4.2 BILLING OF RECEIVABLES, FINANCE CHARGES. With respect to Receivables
purchased by us, we will send a monthly Account Statement, in
accordance with the credit terms applicable to that Customer's Account,
to each of your Customers with an outstanding balance on their Account,
itemizing the Customer's Account activity for the preceding billing
period. In addition, a finance charge will accrue on and be payable
with respect to the Receivables purchased by us in accordance with the
following provisions (check applicable box or boxes):

[ ] Except as otherwise agreed or provided herein, interest (hereinafter
referred to as a "Customer Finance Charge") will accrue on and be
billed by us to Customer Accounts in accordance with the applicable
Credit Agreement in effect with respect to that Customer at the
Customer Finance Charge rate (APR) set forth below. In the event we
agree to purchase a Receivable from you which for any reason cannot be
billed, or you do not want billed, to your Customer at the Customer
Finance Charge rate provided for herein, you agree to pay us the
difference between the amount of the Customer Finance Charge, if any,
billed to your Customer and the amount of the Customer Finance Charge
that we otherwise would have been entitled to receive pursuant to this
paragraph. In addition, if this box [OBJECT OMITTED] is checked, you
agree that we may reassign and charge back to you all or any portion of
the Customer Finance Charge billed to your Customer which is not paid
in accordance with the payment terms applicable to that Customer.
Provided, however, this agreement to pay all or any portion of a
Customer Finance Charge is expressly made subject to the limitations
set forth in Section 6.2 of this Agreement, and you do not agree to pay
and we do not intend to contract for, reserve, charge or collect any
rate of interest which is higher than the maximum rate of interest we
could charge under applicable law for an extension of credit to you.
[26]

CUSTOMER FINANCE CHARGE %: CFC%[27] BANK INITIALS ___________ MERCHANT INITIALS __________.

[ ] Except as otherwise agreed or provided herein, interest (hereinafter
referred to as a "Merchant Payable Finance Charge") will accrue and be
payable by you on the unpaid balances of Customer Accounts at the
Merchant Payable Finance Charge rate (APR) set forth below. The
Merchant Payable Finance Charge will be payable by you to us at the
close of each month by charge to the Reserve Account established
pursuant to this Agreement. Provided, however, this agreement to pay a
Merchant Payable Finance Charge is expressly made subject to the
limitations set forth in Section 6.2 of this Agreement, and you do not
agree to pay and we do not intend to contract for, reserve, charge or
collect any rate of interest which is higher than the maximum rate of
interest we could charge under applicable law for an extension of
credit to you. [28]

MERCHANT PAYABLE FINANCE CHARGE %: MPFC%[29] BANK INITIALS ___________ MERCHANT INITIALS __________.

4.3 APPLICATION OF PAYMENTS. Payments received by us from your Customers,
or from collection or enforcement actions, will be accounted for by us
by credit to your Customer's Account. Any such payments shall be
applied first to the payment of fees, charges and reimbursements (if
any), second to the accrued but unpaid interest (if any), with the
remainder to principal. All payments received before 10:00 A.M. (our
local time) on any banking day will be applied on that banking day.
Payments received after 10:00 A.M. or on a non-banking day, will be
applied on the next banking day. All variations, modifications or
extensions of indebtedness on Receivables purchased by us will be made
solely by us. Nothing in this Agreement authorizes you to collect any
of the Receivables assigned by you to us in connection with the
Program, but, in the event you do, you agree to remit the same to us,
properly endorsed, no later than the next banking day. You agree to pay
to us any finance charges incurred on a Customer's Account because of
delay on your part in delivering any payments or Credit Memos to us.

4.4 POWER OF ATTORNEY. You hereby appoint us as your attorney-in-fact to
receive, open, and dispose of all mail addressed to us pertaining to
your Receivables; to endorse our name upon any notes, acceptances,
checks, drafts, money orders and other evidences of payment of
Receivables that may come into our possession, and to deposit or
otherwise collect the same, and to do any and all other acts and things
necessary to carry out the terms of this Agreement. This power, being
coupled with an interest, is irrevocable while any Receivable remains
unpaid.

4.5 PAYMENT. The Discount Fee shall be payable to us by deduction from the
purchase price, resulting in a payment to you of the Net Amount of the
Account, as specified in Section 3.2 of this Agreement.

4.6 ACCOUNT COLLECTION ACTIVITY. Any Account collection notices or
activities with respect to Accounts purchased by us will be conducted
solely by us and in our sole discretion. You expressly agree that you
will not take any action to collect or enforce payment of any Customer

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Account purchased by us from you unless and until you have repurchased
the Account from us as provided in Section 6 of this Agreement. Except
as otherwise agreed by us in writing, you expressly agree that you will
neither communicate, directly or indirectly, orally or in writing, with
the Customer for the purpose of collecting an Account purchased by us,
or otherwise take any action to enforce the payment obligations under
the Account including, but not limited to, the repossession of any
property securing the payment obligation on the Account or
discontinuance or interruption of services applicable to that Customer
Account.

YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY
WE MAY SUSTAIN BY VIRTUE OF OR ARISING OUT OF ANY ACTION BY YOU,
DIRECTLY OR INDIRECTLY, WHICH IS DETERMINED TO BE IN VIOLATION OF ANY
DEBT COLLECTION PRACTICES LAWS OR REGULATIONS UNDER APPLICABLE STATE OR
FEDERAL LAW.

SECTION 5. PROCEDURES AND FORMS

5.1 DOCUMENTATION. You agree to provide us on a timely basis with a copy of
your Customer's Credit Agreement (if a Customer Finance Charge is to be
billed to your Customer) in accordance with the terms set forth in
Section 4.2 above, Invoices and Credit Memos (if applicable) related to
all sales creating Customer Receivables, together with such other
documents and proof of delivery of goods or rendition of services as we
may reasonably require. You also agree to notify your Customer that
your Customer's Account has been assigned by you to us and to direct
your Customer to make payment directly to us. In the event we agree to
purchase a Customer's Receivable prior to receiving satisfactory
evidence of a signed Credit Agreement with that Customer, the Customer
Finance Charge on that Customer's Account may be billed to your
Customer at the maximum applicable statutory nonusurious rate. In such
event, and unless otherwise waived by us in writing, you agree, subject
to the limitations of Section 6.2, to pay us interest on the unpaid
balance of that Customer's Account in accordance with Section 4.2 until
you have furnished us with satisfactory evidence of a signed Credit
Agreement with that Customer.

5.2 RESPONSIBILITY FOR DOCUMENTATION. You agree that you will be solely
responsible for the adequacy, completeness and accuracy of the data
that you supply to us and its preparation in accordance with the format
prescribed by us. You also acknowledge that you understand that the
form of Credit Agreement you may use should be reviewed by your legal
counsel. You understand and agree that it is your sole responsibility
to obtain and maintain an executed written Credit Agreement with each
of your credit Customers unless otherwise agreed by us in writing.

YOU AGREE TO INDEMNIFY AND HOLD US (OR ANYONE ELSE PROVIDING DATA
PROCESSING SERVICES ON OUR BEHALF) HARMLESS FROM ANY CLAIM OR LIABILITY
SUSTAINED BY VIRTUE OF ACTING IN RELIANCE ON THE DATA THAT YOU SUPPLY
TO US. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIM OR
LIABILITY WE MAY SUSTAIN BY VIRTUE OF ACTING IN RELIANCE ON YOUR
OBLIGATION TO OBTAIN OR MAINTAIN WRITTEN CREDIT AGREEMENTS WITH YOUR
CUSTOMERS, OR TO PROVIDE ANY DISCLOSURES REQUIRED UNDER APPLICABLE
STATE OR FEDERAL LAW.

SECTION 6. REASSIGNMENT OF RECEIVABLES; SECURITY INTEREST

6.1 REASSIGNMENT OF RECEIVABLES. We may reassign and charge back to you all
or any portion of your outstanding Receivables purchased by us pursuant
to this Agreement:

a. if payment thereon is not received by us within ninety (90)
days after the date payment on the Account has become due as
reflected by the Account Statement sent to the Customer
obligated to pay such Receivables; or
b. ninety (90) days after any portion of that Customer's
Receivables becomes delinquent or in default, as determined by
the terms of the Credit Agreement between you and that
Customer; or
c. if any dispute arises with the Customer regarding the
Receivable, including without limitation, any alleged
deduction, defense, offset or counterclaim; or
d. if you are in default under the terms of this Agreement or
under any other agreement or Obligation you have with us; or
e. if this Agreement is terminated.

6.2 EFFECT OF REASSIGNMENT. To reassign Receivables, we may charge first
against your Reserve Account or Operating Account an amount equal to
the unpaid balance of the reassigned Receivables, including accrued and
unpaid finance charges on the date of reassignment. The reassignment
shall be effective automatically upon the chargeback to you. In the
event the Reserve Account or other account is insufficient to satisfy
the balance of the reassigned Receivable, you agree that we may
immediately fund and make advances pursuant to your Line of Credit with
us as necessary to pay the deficiency amount due to us. Notwithstanding
any provision to the contrary, you do not agree to pay and we do not
intend to contract for, reserve, charge or collect any rate of interest
which is higher than the maximum rate of interest we could charge under
applicable law for the extension of credit that is agreed to in this
Agreement. If any notice of interest accrual is sent and is in error,
you and we mutually agree to correct it, and if we actually collect
more interest than allowed by law and this Agreement, we agree to
refund the excess portion. Any interest in excess of that maximum
amount shall be credited to the principal amount of your Obligations
relating to this Agreement, or, if the principal amount of the debt has
been paid, refunded to your Operating Account.

6.3 SECURITY INTEREST. You hereby grant to us a security interest in your
present and future Receivables and all returned, repossessed and
reclaimed goods, and related books and records (together with such
security interests granted to us under the Related Agreements), to
secure all of your Obligations, and agree to execute and deliver an
appropriate UCC-1 financing statement and other related instruments as
we may require.

Page 4 of 6 Pages

SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 MERCHANT'S COVENANTS. You covenant that you will supply, or allow us to
review, financial information and necessary documents on you or on any
Customer upon our request.

7.2 MERCHANT'S REPRESENTATIONS AND WARRANTIES. You represent and warrant:

a. that you are fully authorized to enter into this Agreement and
to perform hereunder;
b. that this Agreement constitutes a valid and binding
obligation;
c. that you are solvent and in good standing in the State of your
formation;
d. that your Receivables are and will be in the future bona fide
and existing obligations of your Customers arising out of your
sales of goods and/or services, free and clear of all security
interests, liens or claims of any kind whatsoever of third
parties;
e. that you have a valid Credit Agreement with your Customer or
have identified each Customer with whom you do not have an
existing written Credit Agreement; and
f. that your inventory is not subject to any security interests,
liens or encumbrances of any kind whatsoever, and that you
will not permit it to become so encumbered without our prior
written consent.
g. you will have made delivery of the goods or rendered the
services to which the Receivable relates, that the
documentation pertaining to the sale is valid and genuine, and
that the goods or services have been accepted by the Customer;
h. you will have preserved and will continue to preserve any
liens and any rights to liens available by virtue of the sale
of goods or services;
i. the Customer will not be affiliated with you;
j. you will have no knowledge of any dispute or potential dispute
that might impair the validity of the transaction or the
Customer's obligation to pay the related Receivable in
accordance with its terms;
k. you have the right to render the services or to sell the goods
creating the Receivable, and will have done so in accordance
with any applicable laws; and
l. you will have paid, or provided for the payment of, all taxes
arising from the transaction creating the Receivable.

7.3 BANK'S REPRESENTATIONS AND WARRANTIES. LIMITATIONS ON LIABILITY. We
represent that the services rendered by us pursuant to the terms of
this Agreement will be performed timely and in a professional manner;
provided, however, you agree that we will not be responsible for any
indirect, special or consequential loss or damage, such as loss of
anticipated revenues or other consequential economic loss in connection
with or arising out of any unintentional breach of this Agreement. Nor
will we be liable for any errors in judgment or mistakes that may be
made in good faith when acting as your attorney-in-fact pursuant to
Section 4.4 of this Agreement. Nor will we be liable for any delay in
the performance of our duties caused by strike, lawsuit, riot, civil
disturbance, fire, shortage of supplies or materials or any other cause
reasonably beyond our control.

YOU HEREBY AGREE TO WAIVE AND RELEASE US FROM ANY CLAIM OR LIABILITY
FOR ERRORS OR MISTAKES MADE IN GOOD FAITH OR FOR ANY SUCH CONSEQUENTIAL
LOSS OR DAMAGE AS SET FORTH IN THIS SECTION 7.3.

SECTION 8. DEFAULT

8.1 EVENTS OF DEFAULT. The following events will constitute a Default under
the terms of this Agreement:

a. You fail to pay or to perform any obligation, covenant or
liability in connection with this Agreement and ten (10) days
pass after we give written notice to you of such default, or
if you fail to pay or perform any other Obligation which you
may have to us in accordance with its terms; or
b. Any warranty, representation or statement whenever made by you
in connection with this Agreement proves to be false in any
material respect when made, or if you fail to disclose that
any such warranty, representation or statement has become
untrue in any material respect; or
c. The dissolution or termination of your corporate existence or,
if an individual, your death; or
d. Your insolvency; or
e. The assignment for the general benefit of your creditors, the
appointment of a receiver or trustee for your assets, the
commencement of any proceeding under any bankruptcy or
insolvency laws by or against you or any proceeding for the
dissolution, liquidation or settlement of claims against you
or winding up of your affairs; or
f. The termination or withdrawal of any guaranty for your
Obligations; or
g. The failure to pay any tax imposed upon you in connection with
any transaction creating a Receivable; or
h. If any judgment against you remains unpaid, unstayed on
appeal, undischarged, unbonded or undismissed for a period of
thirty (30) days; or
i. You discontinue your business as a going concern; or
j. We deem in good faith that the prospect for your payment or
performance of your Obligations has been impaired.

8.2 EFFECT OF DEFAULT. Upon the occurrence of any Default, we may
immediately terminate this Agreement upon written notice of termination
to you, at which time all amounts owed to us for your Obligations, at
our sole option, shall become immediately due and payable, and our
obligations with respect to the further performance of services
hereunder shall, at our sole option, immediately terminate. Your
Obligations under this Agreement, including specifically the obligation
to repurchase Receivables, will survive a termination of this
Agreement.

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SECTION 9. APPLICABLE LAW

9.1 This Agreement shall be construed under, governed and enforced in
accordance with the laws of the State where we are located, as shown by
our address on Page 1 of this Agreement.

SECTION 10. GENERAL PROVISIONS

10.1 EXPENSES AND ATTORNEY'S FEES. In the event of any default or dispute
between us and you arising under this Agreement, the party prevailing
in such dispute shall be entitled to a recovery of expenses incurred by
that party in enforcing this Agreement, including costs of court and a
reasonable attorney's fee.

10.2 NON-WAIVER. No delay or failure on our part in exercising any right,
privilege or option hereunder shall be deemed a waiver of any such
right, privilege or option and no waiver, amendment, or modification of
any provision of this Agreement shall be valid unless it is in writing
and signed by us and you.

10.3 SEVERABILITY. Should any provision of this Agreement be prohibited by
or invalid under applicable law, the validity of the remaining
provisions shall not be affected thereby.

10.4 HEADINGS. The headings herein are for convenience only and shall not
define or limit the scope, extent, meaning or intent of this Agreement.

10.5 NOTICES. All notices contemplated or required by this Agreement shall
be deemed to have been duly given when given in writing and hand
delivered to the other party, or deposited in the U.S. Mail, postage
prepaid, certified mail, return receipt requested, to the other party's
address set forth in this Agreement. Any party may change the address
for notice purposes by giving notice in accordance with this Agreement.

10.6 ENTIRE AGREEMENT, CONSTRUCTION. This Agreement, together with the
Related Agreements, embody the entire agreement between us and you with
respect to the Program. No amendment to this Agreement shall be
effective unless it is in writing and signed by you and us. In the
event of any inconsistency arising between this Agreement and any of
the Related Agreements, the agreement applicable to the specific right,
duty or obligation of yours or ours shall control to the extent
necessary to effect the purposes of this Agreement.

YOU ACKNOWLEDGE THAT THERE ARE NO ORAL STATEMENTS OR REPRESENTATIONS
UPON WHICH YOU ARE RELYING IN EXECUTING THIS AGREEMENT.

SECTION 11. SPECIAL PROVISIONS [30]

- -------------------------------------------------------------------------------

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE RECEIVING AN EXACT COPY OF THIS
AGREEMENT. THIS AGREEMENT AND RELATED DOCUMENTS HAVE BEEN EXECUTED IN THE COUNTY
OF OUR ADDRESS UNLESS OTHERWISE SPECIFIED.

AGREEMENT DATE: DOCDATE[5]

MERCHANT SIGNATURE: BANK SIGNATURE:

MERCHANTNAME[9] BANKNAME[14]

By: By:
---------------------------------- -----------------------------------
MERCHANT SIGNATURE-TITLE[9S] BANK SIGNATURE-TITLE[14S]

[ ] [X]