<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>


                              PROCESSING AGREEMENT

                                     BETWEEN

                               TELCO BILLING, INC.

                                       AND

                         INTEGRATED PAYMENT SYSTEMS INC.

                                AUGUST  26, 2003
                                       ---


                                                                               1
<PAGE>
                              PROCESSING AGREEMENT


This  Processing Agreement ("Agreement") is made August 26, 2003, by and between
Integrated  Payment  Systems  Inc.,  located  at  12500  East  Belford  Avenue,
Englewood,  Colorado  80112  and  Telco  Billing, Inc. with its principal office
located  at  806  Buchanan  Blvd  #115-250,  Boulder  City,  NV  89005.

                                   WITNESSETH

     WHEREAS,  Customer (as defined below) offers its Clients (as defined below)
a  financial  services  Program  (as  defined  below);  and

     WHEREAS,  IPS  (as  defined  below)  will  provide  or arrange the services
described  herein  in  support  of  the  Program;

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  herein and intending to be legally bound, the parties hereby agree as
follows:

                                   ARTICLE I.
                                  DEFINED TERMS

Section  1.01     Definitions.  Unless  the  context  otherwise  requires,
-----------------------------
capitalized  terms  used  herein  shall  have  the  meanings  specified  below:

"Account"  means  the account(s) which Customer has established for a particular
 -------
Client.

"Affiliate"  means, with respect to any Entity, any other Entity which, directly
 ---------
or  indirectly,  owns or controls, is owned or controlled by, or is under common
ownership or common control with such Entity.  As used herein, "Ownership" means
the  beneficial ownership of 50% or more of the equity securities of the Entity.

"Agreement"  means  this  Processing  Agreement  and  the exhibits and schedules
 ---------
thereto.

"Association"  means  the  National  Automated  Clearinghouse  Association,  the
 -----------
Central  Regional  Funds  Transfer System, and the successors and assigns of the
foregoing,  as may be required to support processing of the Checks processed for
customer's  Clients.

"Association  Rules"  means the agreements, bylaws, rules, operating regulations
 ------------------
and similar governing provisions with which the Associations require compliance.
"Bank"  means  the  financial  institutions designated by IPS from time to time,
which  provide  IPS  with  authority  to  use  the Numbers and/or which hold the
customer's  Settlement  Account.  The  original  Bank  hereunder  (for both such
purposes)  is  Bank  One,  National  Association.

"Business Day" means any day other than a Saturday, Sunday or other day on which
 ------------
any  Bank  or  the  relevant Federal Reserve Bank are not open to the public for
carrying on substantially all of


                                                                               2
<PAGE>
their  banking  functions  or any holiday when the Federal Reserve Banks are not
performing check clearing functions. The relevant Federal Reserve Bank means the
local  Federal  Reserve  Bank,  or local branch of the Federal Reserve Bank from
which  the  IPS  check  processing  facility  receives  Check  presentments.

"Check"  shall mean any check, draft or item processed by IPS for Customer under
 -----
this  Agreement.

"Client"  means  any  client  of  Customer  who  participates  in  the  Program.
 ------

"Client Agreement" means the agreements and disclosures between Customer and its
 ----------------
Client  with  respect  to  the  Program.

"Customer"  has  the  meaning  set  forth  in  Section  1.02.
 --------

"Customer's Proprietary Information" has the meaning set forth in Section 11.01.
 ----------------------------------

"Enhancement"  has  the  meaning  set  forth  in  Section  2.04.
 -----------

"Entity"  means  a  corporation,  partnership,  limited  liability company, sole
 ------
proprietorship,  joint  venture,  or  other  form  of  organization.

"Extension  Period"  has  the  meaning  set  forth  in  Section  9.01.
 -----------------

"Fee  Account"  means the deposit account(s) designated by Customer from time to
 ------------
time  with  IPS's consent for purposes of effecting the payment of fees, charges
or  other payments payable by Customer to IPS under this Agreement.  The initial
Fee  Account  shall be customer's deposit account # to be determined at Bank One
N.A.  Columbus.

"Indemnified  Party"  has  the  meaning  set  forth  in  Section  6.01.
 ------------------

"Indemnifying  Party"  has  the  meaning  set  forth  in  Section  6.01.
 -------------------

"Term"  has  the  meaning  set  forth  in  Section  9.01.
 ----

"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 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 business
     (or  has  such  a  petition  or  action filed against it and such petition,
     action  or appointment is not dismissed or stayed within ninety (90) days).

"IPS"  has  the  meaning  set  forth  in  Section  1.02.
 ---


                                                                               3
<PAGE>
"IPS System" means the Check processing and imaging systems, computer equipment,
 ----------
computer  software  and  related  equipment, documentation and other systems and
processes used at any time and from time to time by IPS to provide the Services.

"IPS's  Proprietary  Information"  has  the  meaning set forth in Section 11.02.
 -------------------------------

"Legal  Requirements"  means  all federal, state and local laws, regulations and
 -------------------
judicial  and  administrative  decisions  and  interpretations applicable to the
Program,  including  laws applicable to privacy of consumer information, billing
error  resolution, periodic statements, initial disclosures, product and service
terms  and  conditions,  customer  solicitation  and  advertising,  application
processing,  approval  or  denial,  collections,  customer  service, drawee bank
obligations  under  Uniform  Commercial  Code  Articles  3  and  4,  financial
institution  obligations  under  Federal Reserve Regulations E, J, T, CC and DD,
provisions  of  applicable  federal  and state truth in savings, expedited funds
availability,  fair  credit reporting and electronic fund transfers laws and all
laws  and  regulations  applicable  to customer's business, including applicable
SEC,  NASD  and  SIPA  regulations.

"Minimum  Processing  Fees"  has  the  meaning  set  forth  in  Section  4.03.
 -------------------------

"Numbers"  means  the  routing  and transit numbers used to process Checks under
 -------
this  Agreement.

"Processing  Fees"  means all fees and charges for Services performed by IPS for
 ----------------
Customer  at  the rates and prices set forth in the Service Schedules (including
the Minimum Processing Fee shortfall payments), as adjusted from time to time by
IPS  consistent  with  this  Agreement,  with  the exception of Special Fees and
specifically  excluding  all  charges  for  taxes  and  interest.

"Program"  means  the  financial  services  program  offered  by Customer to its
 -------
Clients  and  supported  or  enabled  by  the  Services.

"Service  Schedules"  means  Schedules  1,  2,  and  3  and  any new or modified
 ------------------
schedules setting forth the terms and conditions for the Services to be provided
pursuant  to  the  Agreement.

"Services"  means  the  services as described in the Service Schedules (attached
 --------
hereto)  to be provided or arranged by IPS in the United States in support of or
to  enable  the  Program.

"Settlement  Account" means the deposit account(s) which IPS directs Customer to
 -------------------
establish  from time to time for purposes of effecting settlement of Checks with
IPS.  The  Settlement  Account  shall  be  Customer's  deposit  account  # to be
determined  at  Bank  One,  National  Association.

"Special  Fees"  means  the  amounts  payable  by  Customer on a pass-through or
 -------------
reimbursement  basis  for services or goods provided by a third party, including
tariff  line  rates,  WATS lines rates, data circuit charges and any other rates
charged  to IPS by a communications common carrier, postage costs, courier costs
and  costs  of  forms,  as  described in the Service Schedules, attached hereto.

"Term"  means  the  Initial Term together with any Extension Period or any other
 ----
extension  of  this  Agreement.


                                                                               4
<PAGE>
"Total  Annual  Processing  Fees"  has  the  meaning  set forth in Section 4.03.
 -------------------------------

"Uniform  Commercial Code" means the Uniform Commercial Code as in effect in the
 ------------------------
state  in  which  the  IPS  check  processing  facility  receiving the Checks is
located.

"User  Manuals"  means  each  of  the  user  manuals  described  in  the Service
 -------------
Schedules,  as  shall  be  provided  by  IPS  from  time  to  time.

Section 1.02     Interpretation.  Each definition in this Agreement includes the
-------------------------------
singular  and  the  plural  and the word "including" (and its derivatives) means
"including  but not limited to".  References to any statute, rule, regulation or
requirement mean such statute, rule, regulation or requirement as amended at the
time  and  include(s)  any  successor or additional statute, rule, regulation or
requirement.  Unless  the  context  requires otherwise, references to "IPS" mean
Integrated Payment Systems Inc. and its Affiliates, and its and their respective
successors and assigns, providing or arranging the Services.  Unless the context
requires  otherwise,  references to "Customer" mean  Telco Billing, Inc. and its
Affiliates  receiving  the  Services.  Except  for  the definitions contained in
Article I hereof, the section headings in this Agreement are for the purposes of
reference  only and shall not limit or otherwise affect any of the terms hereof.
Except  as  otherwise  stated,  references  to  Articles, Sections, exhibits and
schedules  mean  the  Articles, Sections, exhibits and schedules attached to and
made  a  part  of  this  Agreement.


                                   ARTICLE II.
                       SERVICES AND CONDUCT OF THE PROGRAM

Section  2.01     Services.  IPS  shall  provide  or  arrange  for  the Services
--------------------------
described  in the Services Schedules.  The Service Schedules and any document or
service  referred  to therein shall be subject to revision in writing by IPS and
communicated  to Customer from time to time during the Term of this Agreement to
reflect  changes  and improvements to the IPS System or the Services provided by
IPS  and  offered  generally  to  IPS's customers and to reflect any changes and
improvements  in  the  specific  Services  provided  to Customer.  IPS shall not
delete  any  services  without  providing Customer with 90 days' written notice.

Section  2.02     Communication  Links.  Except as may otherwise be agreed to by
--------------------------------------
the  parties  in writing, IPS shall periodically install, provide or cause to be
installed  or  provided  the  means  for  communicating data and images from its
facilities  or  equipment  to  the  facilities  or equipment of Customer, as IPS
determines  is  desirable to perform this Agreement.  The method of transmission
and  the  media  employed  will  be  determined by IPS 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.

Section  2.03     Implementation.  The  parties  agree  to  cooperate  in
--------------------------------
implementation  and  commencement  of  the  Services.

Section  2.04     Enhancement  of  Services.  Customer  may periodically request
-------------------------------------------
customizations, enhancements, additions or modifications (each an "Enhancement")
to  the  IPS  System.  IPS  shall  evaluate  all such requests and, if terms and
conditions can be agreed to, in writing (which shall include payment by Customer
of  IPS's development charges), and provided Customer has agreed


                                                                               5
<PAGE>
to  such  changes  in  advance,  IPS  shall  develop  and  implement  each  such
Enhancement  on terms and conditions agreed to by the parties in writing. Timing
of  any  Enhancement is subject to scheduling and prioritization by IPS of IPS's
available  resources.  IPS  may withhold its consent to an Enhancement, which in
IPS's  sole  discretion, would materially and adversely affect IPS's operations.
Any  Enhancement  shall  remain  solely  the  property of IPS and Customer shall
acquire  no  right,  claim or interest in or to the IPS System. If Customer pays
for the cost of developing an Enhancement, then IPS agrees that it will grant to
Customer  an  exclusive license to use such Enhancement for a period of nine (9)
months  from  installation  of  such Enhancement. However, if another IPS client
independently,  without  IPS'  advice  or  input,  requests the same Enhancement
during  that  nine  (9)  month period, IPS shall not be prohibited from offering
such  Enhancement  to  that client. At the end of the nine (9) month period, IPS
may  provide  the  associated  Enhancement  to  any  or  all  other IPS clients.

Section  2.05     Customer Responsibilities.  During the Term of this Agreement,
-------------------------------------------
Customer  understands  and  agrees that provision of the Services is conditioned
upon  Customer's  ongoing fulfillment of its responsibilities in this Agreement,
including  the  establishment  and  timely funding of the Settlement Account and
making  the  other  payments  required  as  set  forth  herein.

Section  2.06     Bank.  Checks  processed  hereunder  will  contain  an
----------------------
identification  of,  and Numbers assigned by Bank, and drawee bank of the Checks
which  Customer  makes  available  to its Clients.  IPS represents that Bank has
granted  IPS  the  right  to  authorize the use of the Numbers on Checks and has
granted  IPS the right to permit the use of the bank's name and marks on Checks.
Customer  acknowledges  and  agrees  that Bank has no obligation or liability to
Customer  or  its  Clients  in connection with this Agreement, the Services, the
Program,  the  Checks  or IPS's acts or omissions hereunder.  Customer agrees to
make  no  claim against Bank arising out of or related to the foregoing matters.

Section  2.07     IPS  Role.  Customer acknowledges and agrees that IPS is not a
---------------------------
financial  institution and will not be taking deposits or making loans hereunder
IPS  agrees  to  take  commercially  reasonable  steps to assure IPS's continued
rights  to  authorize  use of the original Numbers contemplated hereby.  If such
steps  are  unsuccessful,  then IPS shall use commercially reasonable efforts to
obtain  rights  to  authorize  the  use  of substitute Numbers.  If, despite the
foregoing,  IPS  is  unable to authorize the use of Numbers necessary to provide
the  Services,  then  IPS  may  terminate  this Agreement as provided in Section
10.01.

Section  2.08     (a)  Check  Settlement.  Customer  shall  open  and maintain a
----------------------------------------
Settlement  Account(s) at Bank.  Each Business Day, Customer shall settle Checks
with  IPS  by  1:00 p.m. Eastern Time on the Business Day of presentment.  Daily
settlements  shall be completed in aggregate amounts as specified by IPS, taking
into  account  returns,  charge  backs,  adjustments  and incoming credits.  For
purposes  hereof,  a  settlement  obligation shall not be deemed fulfilled until
Customer  has  caused  immediately  available  funds  sufficient to satisfy such
obligation  to  be  on  deposit in the Settlement Account.  Customer consents to
IPS's  initiation of debits or credits to the Settlement Account for purposes of
completing  settlement  with  respect  to  checks.

     (b)     Settlement  Failures.  Customer  understands and agrees that in the
             --------------------
event it fails to fully satisfy its settlement obligations in a timely manner as
required  by  Section 2.08(a), above,


                                                                               6
<PAGE>
IPS  and/or  Bank shall be entitled (but not obligated), immediately and without
prior  written  notice to Customer or its Clients, to: (i) return all Checks for
which  Customer has failed to settle and all subsequently presented Checks; (ii)
instruct  any relevant clearing organization not to present and/or to return all
subsequently presented Checks; (iii) pursue all other remedies set forth in this
Agreement or any schedule or exhibit hereto; and (iv) pursue all other legal and
equitable  remedies, including, without limitation, reimbursement for the amount
of any such Checks for which IPS is held responsible from Customer or Customer's
Client(s),  and  to  recover  the  actual  and  reasonable costs and expenses of
exercising  the  preceding rights in clauses (i) through (iv). In any such event
in  which  a partial settlement is received, IPS shall, in addition to the other
remedies  set  forth or referred to herein, be permitted to allocate the partial
settlement  to  such  Checks  as  it  deems appropriate in its sole and absolute
discretion.  TIME  IS OF THE ESSENCE IN CUSTOMER'S FULFILLMENT OF ITS SETTLEMENT
OBLIGATIONS  HEREUNDER.


                                  ARTICLE III.
                                   COMPLIANCE

Section  3.01     Compliance  with  Law.  (a)  Customer  acknowledges  that  IPS
--------------------------------------
provides  services  to customers regulated by various state and federal agencies
such  that  IPS  cannot  reasonably be expected to monitor or interpret the laws
applicable  to  its  diverse  customer  base,  or provide compliance services to
customers  with  respect  to  such  laws.  Consequently,  except as set forth in
Section  3.03  hereof, Customer agrees that IPS has no responsibility to monitor
or  interpret  the  Legal  Requirements applicable to Customer's business or the
Program,  to  monitor  or review the terms and conditions of the Program, Client
Agreements  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 the Legal Requirements or the terms and
conditions  of  Client  Agreements.  IPS shall be entitled to rely upon and use,
without verification, any and all information, data and instructions at any time
submitted  to IPS by Customer having to do with Customer or Client Agreements or
Accounts.  Except  as  set  forth  in  Section  3.03  hereof,  IPS shall have no
responsibility  or  liability  whatsoever  for (i) the accuracy or inaccuracy of
such  information,  data  and instructions, (ii) the wording or text authored or
submitted  by Customer to IPS, (iii) the wording or text appearing on any forms,
Checks or other materials used by Customer or furnished by Customer to IPS or by
IPS  to  Customer,  or  (iv)  any  noncompliance  of  such  information,  data
instruction,  wording  or  text  with  the  Legal  Requirements.

Except as set out in Section 3.03 hereof, Customer is solely responsible for (i)
monitoring  and  interpreting  the  Legal  Requirements,  (ii)  determining  the
particular  actions, disclosures, formulas, calculations and procedures required
for compliance with the Legal Requirements (whether to be performed by IPS or by
Customer)  and  (iii)  maintaining  an ongoing program for compliance, including
records retention, with the Legal Requirements.  In addition, Customer is solely
responsible  for  reviewing and selecting the parameter settings and programming
features  and  options  available  within  the  IPS  System  that  will apply to
customer's  Program,  and  for  determining that its selection of such settings,
features  and  options  is  consistent  with the Legal Requirements and with the
terms  and  conditions  of Client Agreements and Accounts and disclosures to its
Clients.  IPS's  obligation  hereunder  shall  be  to  comply  with  the Service


                                                                               7
<PAGE>
Schedules,  attached  hereto;  IPS  will not be responsible for any violation by
Customer  of  a  Legal Requirement.  Subject to the terms of Article 11, IPS and
Customer  shall cooperate with each other in providing information or records in
connection with examinations, requests or proceedings of each other's and bank's
regulatory  authorities.

Section  3.02     Compliance with Association Rules.  Customer acknowledges that
---------------------------------------------------
operation  of  the  Program  is  dependent  upon  the  benefits  afforded by the
Associations  and the access thereto afforded by this Agreement.  Customer shall
be solely responsible for compliance with all Association Rules, relevant to the
operation of the Program, including Association member responsibilities relevant
to  the  processing  of  Checks  hereunder,  and  Clients'  rights in connection
therewith,  and regardless of whether such compliance obligation is Bank's as an
Association  member  under  the  applicable  Association  Rule.

Section  3.03     IPS  Compliance Review.  IPS shall be permitted to review such
----------------------------------------
aspects  of  the  Program  as it deems necessary, to impose such requirements in
connection  therewith (including requirements concerning the form and content of
Client  Agreements  and  disclosures)  and  to  take such actions as it may deem
necessary  in  order  to  prevent  IPS  or  Bank  from being considered to be in
violation  of  any  law,  regulation,  judicial  or  administrative  decision or
interpretation,  or  of  any Association Rule.  IPS shall indemnify Customer for
any  violations  of  Legal  Requirements  based  on  IPS's  requirements.

Section  3.04     Customer Responsibility.  Nothing in this Agreement, no course
-----------------------------------------
of  dealing  and  no  act or omission by IPS in the course of performance hereof
(including  any requirement imposed pursuant to Section 3.03) shall be construed
as  constituting  an  assumption  by  IPS  of  any  of  Customer's  obligations,
responsibilities  or  liabilities  under  applicable  Legal  Requirements  or
Association  Rules.


                                   ARTICLE IV.
                       PROCESSING FEES, PAYMENT AND TAXES

Section  4.01     Fees.  Customer  shall  pay IPS fees (the "Fees") based on the
----------------------
rates  set  forth in the attached Schedules.  The Fee for each Service performed
by  IPS  shall  be  calculated  by  multiplying  the volume of each such Service
performed  by  the  applicable  rates, plus any ancillary, pass-through or other
charges  described  in  the attached Schedules.  The Fees shall not be increased
during  the  Term.

Section  4.02     Special  Fees.  Customer shall pay to IPS the Special Fees for
-------------------------------
amounts  paid  to  third party providers computed in accordance with the Service
Schedules.  If,  at  any time while this Agreement is in effect, the charges are
increased to IPS for items which are included in the Special Fees or IPS obtains
communication  or other services included in the Special Fees by another method,
resulting  in  an  increase in the charges to IPS for such items, then IPS shall
increase  by  an  equal  amount the Special Fees Customer is then paying IPS for
such items under this Agreement.  Such price change by IPS shall be effective on
the  effective  date the increase to Customer.  IPS shall provide written notice
of  such  increases  to  the  Customer thirty (30) days prior to any increase in
special  fees.


                                                                               8
<PAGE>
Section 4.03     Minimum Fees.  For each month during the Term, Customer will be
-----------------------------
required  and  shall  pay  IPS  for  processing  services sufficient to generate
aggregate  Processing Fees during each such month in an amount equal to at least
$1,500 (the "Minimum Processing Fee").  IPS shall, on a monthly basis, calculate
the  total  Processing  Fees  paid  by Customer in respect of services performed
during  each such month and draw upon Customer's Fee Account pursuant to Section
4.04  for  the  amount,  if  any,  by  which the Processing Fee for the month in
question  is  less  than the Minimum Processing Fee.  For the avoidance of doubt
and  based  on  economic  assumptions  material  to  each  party underlying this
transaction,  Customer  and  IPS  expressly  agree  that  Customer shall pay IPS
Processing Fees each month in an amount at least equal to the Minimum Processing
Fees  until  this  Agreement  is  terminated  by Customer solely pursuant to the
provisions  of  Section 10.02 or until IPS terminates this Agreement and invokes
compensatory  payments  pursuant  to  Section  10.04.

Section  4.04     Method  of  Payment.  To  facilitate the payment of Processing
-------------------------------------
Fees,  Special  Fees,  compensatory  payments  pursuant to Section 10.04 and any
other  fee,  tax, interest payment, charge or amount due or payable to IPS under
this  Agreement,  Customer  hereby  authorizes  IPS  to  directly  debit without
signature  Customer's  Fee  Account.  IPS may debit the Fee Account to pay fees,
taxes,  interest  payments,  charges, or any other amounts due or payable to IPS
under the terms of this Agreement.  The detailed records of the amounts drawn on
the  Fee  Account  will  be  provided  by  IPS  to  Customer on a monthly basis.

Section  4.05     Interest.  If  IPS  is  unable to obtain payment of Processing
--------------------------
Fees,  Special  Fees,  or the compensatory payments pursuant to Section 10.04 or
any  other  fee,  tax,  interest payment, charge or amount due or payable to IPS
under  this Agreement at the time provided for payment under this Agreement, the
unpaid  amount  of  any  Processing Fees, Special Fees, or compensatory payments
pursuant  to Section 10.04 or other fee, tax, interest payment, charge or amount
shall bear interest at the rate equal to the lesser of (a) ten percent (10%) per
annum,  or  (b)  the  prime  rate  permitted  plus 0.50%, from the date on which
payment  should  have  been  available  until the date on which IPS receives the
payment.

Section  4.06     Taxes.  Customer  shall  pay  all  taxes  and similar charges,
-----------------------
however designated, which are imposed by any governmental authority by reason of
IPS's  fulfillment  of its obligations hereunder except for income taxes payable
by IPS on amounts earned by IPS.  Without limiting the foregoing, Customer shall
promptly  pay IPS for any such amounts actually paid or required to be collected
or paid by IPS pursuant to the terms of this Agreement.  Customer authorizes IPS
to  calculate  the  total  amount  of  sales  taxes due from Customer hereunder.
Customer  shall  supply IPS with all reasonable information necessary for IPS to
compute and remit the taxes (including any tax-exempt certificate, claim letter,
or  similar  documentation).  IPS shall remit the sales taxes to the appropriate
taxing  authority  on  behalf  of Customer based on the information available to
IPS.  If  IPS  underpays  or  overpays  such  sales  taxes,  Customer  shall  be
responsible  for  promptly  paying  any  shortfalls  (including any penalties or
interest)  and for collecting any refunds from the appropriate taxing authority;
provided,  however,  if such underpayment is solely the result of the negligence
of  IPS, IPS shall be responsible for any penalties and interest associated with
such  underpayment.


                                                                               9
<PAGE>
                                    ARTICLE V.
                                   EXCLUSIVITY

[OMITTED  INTENTIONALLY.]




                                   ARTICLE VI.
                                 INDEMNIFICATION

Section  6.01     Indemnification.
---------------------------------

     (a)     Customer's  Indemnification.  Customer  shall  indemnify  and  hold
             ---------------------------
harmless  IPS,  its  Affiliates,  Bank,  and its and their respective directors,
officers, employees, and agents (collectively, the "IPS Group") from and against
any  and  all  third  party  claims,  liabilities, losses and damages (including
reasonable and actual attorneys fees, expert witness fees, reasonable and actual
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 (i) a material  breach by Customer of any of its
duties  or  obligations under this Agreement, (ii) a claim or action in any type
of  proceeding  or  litigation  or  accruing by way of judicial, governmental or
regulatory  actions  of  any  kind,  and arising by reason of the Program, IPS's
provision  of  the  Services, the handling or processing of Checks or support of
the  Program, (iii) a claim or action brought by any Client in respect of Checks
or  a  breach  of  this Agreement by Customer, or (iv) a claim or action arising
from  or brought as a result of Customer's instruction to IPS to return a Check,
or  (v)  a claim or action for any actual or alleged infringement of any patent,
copyright,  trade secret or other proprietary rights of any person in connection
with  the development of software or systems to support an Enhancement requested
by  Customer  using  designs  or  specifications  provided  by  Customer.

Customer  shall  not  have any obligation to indemnify the IPS Group against any
claim, liability, loss or damage the IPS Group may suffer arising out of the IPS
Group's  negligence  or  willful  misconduct.

     (b)     IPS's  Indemnification.  IPS  shall  indemnify  Customer,  its
             ----------------------
Affiliates,  and  its  and  their  respective directors, officers, employees and
agents  (collectively,  the "Customer Group") from and against any and all third
party  claims,  liabilities,  losses or damages (including reasonable and actual
attorneys'  fees,  expert witness fees, reasonable and actual 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  (i)  the  material  breach  by IPS of any of its duties or obligations under
this  Agreement, or (ii) a claim or action against the Customer Group for actual
or  alleged  infringement  of  any  patent,  copyright,  trade  secret  or other
proprietary  rights  of any person by the IPS System or any part thereof, except
to  the  extent  such  claim  is caused by (x) Customer's failure to use the IPS
System  as  permitted  under  this  Agreement,  or (y) Customer's use of the IPS
System in combination with other software or systems not expressly authorized by
IPS,  or  (z)  the  development  of  software  by  IPS to support an Enhancement
requested by Customer using designs or specifications provided by Customer.  The


                                                                              10
<PAGE>
provisions  of  this  paragraph  shall  not  be  applicable  in the case of such
liability,  claim,  demand  or dispute that arises out of Customer Group's gross
negligence  or  willful  misconduct.

     (c)     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  person or Entity, the party, person or Entity
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.

     (d)     Claims  Period.  Any claim for indemnification under this Agreement
             --------------
must  be  made  prior  to  one  year after the party, person, or Entity claiming
indemnification becomes aware of the event for which indemnification is claimed.
The  indemnification  provisions  set  forth  in this Section 6.01 shall survive
termination  of  this  agreement.


                                  ARTICLE VII.
                             LIMITATION OF LIABILITY

Section  7.01     Limitation  of  Liability.  IPS'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  (whether  third party claims, indemnity claims or otherwise) relating to
events  during  any twelve-month period shall not under any circumstances exceed
the lesser of (i) the amount of Fees actually received by IPS during such period
or  (ii)  $1,000,000.

Section  7.02     No Special Damages.  IN NO EVENT SHALL IPS BE LIABLE UNDER ANY
------------------------------------
THEORY  FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR  CONSEQUENTIAL  DAMAGES.


                                                                              11
<PAGE>
                                  ARTICLE VIII.
                            DISCLAIMER OF WARRANTIES

Section  8.01     IPS SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS
-------------
OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE,  ARISING  OUT  OF  OR  RELATED  TO  THIS  AGREEMENT.


                                   ARTICLE IX.
                                TERM OF AGREEMENT

Section  9.01     Term.     This  Agreement  shall  be  effective as of the date
----------------------
hereof,  and,  unless  terminated earlier as provided herein, shall expire three
years after such date (the "Term").  Upon expiration of the Term, this Agreement
shall  remain  in full force and effect for a hold over term until terminated by
either  party  with  ninety  (90)  days  prior  written  notice.


                                   ARTICLE X.
                                   TERMINATION

Section  10.01     Termination  by  IPS.  IPS  may  terminate  this  Agreement:
---------------------------------------

     (a)     if  Customer fails to establish the Fee Account required by Section
4.04 of this Agreement within three business days () after written notice of its
failure  to  establish  the  account  or  fails  to  maintain  the  Fee Account;

     (b)     if  IPS  is  unable  to  receive  payment  from  Customer  because
sufficient  funds  are  not available in the Fee Account established pursuant to
Section  4.04  of this Agreement and Customer, within three business days  after
written  notice  or  fails  to  provide and maintain sufficient funds in the Fee
Account  to  permit  IPS  to  receive  full  payment  from  the  account;

     (c)     without  limiting  any  of  IPS's  rights  or  remedies pursuant to
Section  2.08  herein,  if  Customer  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 10.01 within three business days after written notice
to  Customer  of  its  failure  to  pay  the  amount;

     (d)     if  any  Insolvency  Event  occurs  with  respect  to  Customer;

     (e)     if  IPS  is  required to discontinue its support of the Program, in
whole  or  in  part,  based  on  an  order, decree, memorandum of understanding,
agreement  or  similar  basis which was initiated by state or federal regulatory
authorities;  or

     (f)     if  Customer  materially  breaches this Agreement and fails to cure
such  breach  within  30  days  written  notice  of  such  breach  by  IPS.


                                                                              12
<PAGE>
The  rights  of  IPS  to  terminate  this Agreement under this Section 10.01 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.

Section  10.02     Termination  by  Customer.  Customer  may  terminate  this
--------------------------------------------
Agreement:

     (a)     if  any  Insolvency  Event  occurs  with  respect  to  IPS;

     (b)     if  IPS  materially  breaches this Agreement and fails to cure such
breach  within  10  days  written  notice  of  such  breach  by  Customer;  or

     (c)     Upon  90  days  written  notice.

Section  10.03     Effect  of  Termination.  Upon termination, IPS shall have no
------------------------------------------
further  obligation  to  provide Services to Customer and all outstanding unpaid
amounts  due  and  owing  to  IPS  shall  become due and payable within 30 days.
Expiration  or termination of this Agreement shall not affect the following: 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 arose prior to or after the date of expiration or termination of the
Agreement,  including  the obligations or payments under Articles IV, VI (except
for any indemnity claims barred by Section 6.01(d)), VII, VIII, XI, and XII, and
Sections 2.05, 2.08, 3.01, 3.02, 3.04, 10.03, 10.04, 11.07, 13.04, 13.12, 13.13,
and  13.15,  and  the  last sentence of Section 2.06 of this Agreement, together
with  the  corresponding exhibits and schedules to each such article or section.

Section  10.04     Payments  upon  Termination.  If IPS elects to terminate this
----------------------------------------------
Agreement as permitted in Section 10.01(a); 10.01(b); 10.01(c) or 10.01(f) only,
Customer  and  IPS  agree  that,  based on economic assumptions material to each
party, Customer shall make a compensatory payment to IPS, in lieu of the Minimum
Processing  Fee  set  forth  in  Section  4.03, computed as provided for in this
Section  10.04.  Such compensatory payment shall be made by Customer to IPS upon
termination,  and  shall equal: (a) if terminated during the initial twelve (12)
month period after date of the execution of this Agreement, ten thousand dollars
($10,000) plus any development costs incurred by IPS pursuant to this Agreement;
or  (b) if terminated during the period beginning on the thirteenth (13th) month
after  execution  of  this  Agreement  and  ending  on  the  completion  of  the
twenty-fourth  month  after  the  date  of the execution of this Agreement, five
thousand  dollars  ($5,000)  plus  development costs incurred by IPS pursuant to
this  Agreement.  IPS and Customer agree that the compensatory payment set forth
in  this  Section  10.04  is  a  reasonable  estimation,  as of the date of this
Agreement,  of  the actual damages which IPS would suffer if IPS were to fail to
receive  the  processing  business  for  the  full Term.  Despite the foregoing,
nothing  in  this Section 10.04 shall limit IPS's right to recover from Customer
any  amounts  for  which  Customer  is  otherwise  liable  under this Agreement.


                          ARTICLE XI.  CONFIDENTIALITY

Section  11.01     Customer's  Proprietary Information.  Upon Customer's request
------------------------------------------------------
and  the  expiration  or  termination  of  all  of  IPS's obligations under this
Agreement,  IPS shall return to Customer all


                                                                              13
<PAGE>
of  the  proprietary  and  confidential  data  Customer  disclosed  to  IPS
(collectively,  "Customer's  Proprietary  Information").

Section 11.02     IPS's Proprietary Information.  Customer acknowledges that all
-----------------------------------------------
products  and  systems  provided  or  used  by  IPS, including any developments,
enhancements,  improvements and modifications disclosed, provided or used by IPS
shall  remain sole and exclusive property of IPS.  In addition, IPS shall retain
sole  and  exclusive  ownership  in  all  works  of authorship, ideas, concepts,
know-how and inventions, whether or not patentable, created by IPS in the course
of providing the Services under this Agreement.  Customer acknowledges that IPS,
in  its  sole  discretion,  may  provide to other customers, similar services to
those  to  be  provided  pursuant  to  this  Agreement  utilizing any of the IPS
intellectual  property, product and systems referred to in this Section 11.02 or
otherwise  set  forth or described in this Agreement.  Customer shall not obtain
any  proprietary rights in any proprietary or confidential information which has
been  or is disclosed to Customer by IPS, including without limitation, any data
or  information  of  IPS,  Bank, or their respective Affiliates which is a trade
secret  or  competitively  sensitive  material,  screen  displays  and  formats,
computer  software  and documentation, software performance results, flow charts
and  other  specifications (whether or not electronically stored), data and data
formats  (collectively,  "IPS's  Proprietary  Information")  whether  any of the
materials  are  developed  or  purchased  specifically  for  performance of this
Agreement  or  otherwise.  Customer shall return to IPS all of IPS's Proprietary
Information  upon  the  expiration  or  termination  of  this  Agreement.

Section  11.03     Confidentiality  of  Agreement.  Except  as  required by law,
-------------------------------------------------
Customer  and  IPS shall keep confidential and not disclose, and shall cause its
Affiliates,  and  its  and  their  respective  directors,  officers,  employees,
representatives, agents and independent contractors to keep confidential and not
disclose,  any  of the terms and conditions of this Agreement to any third party
without  the  prior  mutual  written  consent  of  IPS  and  Customer.

Section  11.04     Confidentiality.  IPS  and Customer shall maintain Customer's
----------------------------------
Proprietary  Information  and  IPS's  Proprietary  Information, respectively, in
strict  confidence.  Without  limiting  the generality of the foregoing, IPS and
Customer  each  agree:

     (a)     Not  to  disclose  or  permit  any other person or Entity access to
Customer's  Proprietary  Information  or  IPS's  Proprietary  Information,  as
appropriate,  except  that  the  disclosure  or  access shall be permitted to an
employee,  officer,  director,  agent, Affiliate, representative, subcontractor,
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, and
except  that  IPS  may  permit  Bank to have access to such Customer Proprietary
Information  as  is  necessary  or  desirable  to  provide  the  Services;

     (b)     To  ensure  that  its  employees,  officers,  directors,  agents,
Affiliates,  representatives  and  independent  contractors  are  advised of the
confidential  nature of Customer's Proprietary Information and IPS's Proprietary
Information, as appropriate, and are precluded from taking any action prohibited
under this Article 11, provided that in any event Customer and IPS shall each be
liable  for  any  breach  of  this  Article  11  by  their respective employees,
officers,  directors,  agents,  Affiliates,  representatives  and  independent
contractors;


                                                                              14
<PAGE>
     (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  IPS'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 IPS's Proprietary Information, as appropriate, at any location or
by  any  person  or  Entity  other  than  those  authorized  by  this Agreement.

Section  11.05     Release  of Information.  Despite the foregoing: (i) Customer
------------------------------------------
agrees  that  Customer's  Proprietary  Information  may  be  made  available  to
Associations  or  to  supervisory  or regulatory authorities of Customer, IPS or
Bank upon the written request of any of the foregoing; and (ii) IPS may disclose
Check  information  to  third  parties  as  necessary  in the ordinary course of
providing the Services; provided, however, that IPS shall not provide Customer's
Proprietary  Information  to the Bank for any purpose other than the clearing of
Customer's  checks  pursuant  to  this  Agreement.

Section  11.06     Exclusions.  Nothing in this Article 11 shall restrict either
-----------------------------
party with respect to information or data identical or similar to that contained
in  Customer's  Proprietary  Information  or  IPS's  Proprietary Information, as
appropriate,  but  which:

     (a)     The  receiving party can demonstrate was rightfully possessed by it
before  it  received  the  information  from  the  disclosing  party;

     (b)     Was  in  the  public  domain prior to the date of this Agreement or
subsequently  becomes publicly available through no fault of the receiving party
or  any  person  or  Entity  acting  on  its  behalf;

     (c)     Was  previously  received by the receiving party from a third party
or  is subsequently furnished rightfully to the receiving party by a third party
(no  Affiliate  of  IPS or Customer shall be considered to be a third party) not
known  to  be  under  restrictions  on  use  or  disclosure;

     (d)     Is  independently  developed  by  such  party;

     (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;  or

     (f)     Is  required to be disclosed to comply with or to enforce the terms
of  this  Agreement.

Section  11.07     Remedy.  If  either  party  breaches  this  Article  11,  the
-------------------------
non-breaching  party  will  suffer  irreparable  harm  and  the  total amount of
monetary  damages  for  any injury to such party will be impossible to calculate
and  therefore  an inadequate remedy.  Accordingly, the non-breaching party may:

     (a)     Seek  temporary  and  permanent  injunctive  relief  against  the
breaching  party;  and


                                                                              15
<PAGE>
     (b)     Exercise any other rights and seek  any other 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  11.

This  provision  shall  survive  termination  of  this  Agreement.


                                  ARTICLE XII.
                         REPRESENTATIONS AND WARRANTIES

Section  12.01     IPS's  Representations.  IPS  represents  and  warrants that:
-----------------------------------------

     (a)     the  execution,  delivery  and performance of this Agreement do not
conflict  in  any  material  respect  with  or  constitute  a material breach or
material  default under the terms and conditions of any documents, agreements or
other  writings  to  which  it  is  a  party;

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

     (c)     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.

Section  12.02     Customer's Representations.  Customer represents and warrants
---------------------------------------------
that:

     (a)     the  execution,  delivery  and performance of this Agreement do not
conflict  in  any  material  respect  with  or  constitute  a material breach or
material  default under the terms and conditions of any documents, agreements or
other  writings  to  which  it  is  a  party;

     (b)     it  is  a corporation validly organized and existing under the laws
of  its  state  of  incorporation;  and

     (c)     it  has full power and authority under its organizational documents
and  federal  charter  to  execute and deliver this Agreement and to perform its
obligations  hereunder.


                                  ARTICLE XIII.
                                  MISCELLANEOUS

Section  13.01     Names  and Marks.  IPS and Customer acknowledge that Customer
-----------------------------------
will  be  required to identify the Bank, including the use of the Bank's logo or
other  identifying marks, in the Program, the Client Agreements, and the Checks.
Customer  will  submit  the  Client  Agreements or other documents and materials
containing the names or marks of Bank or IPS to IPS for prior written consent to
the  use  of  such  names  or  marks  in  accordance  with  Section  3.03.

Section  13.02     Assignment.  The  rights  and  obligations  of  Customer  are
-----------------------------
personal  and not assignable, either voluntarily or by operation of law, without
the  prior  written  consent  of  IPS.


                                                                              16
<PAGE>
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.

Section  13.03     Audit.  From  time to time during the Term of this Agreement,
------------------------
but  not  more  than once during any twelve-month period, IPS will allow a third
party,  selected  by  IPS, to perform an audit of the electronic data processing
environment  maintained  by  IPS to provide the Services contemplated under this
Agreement.  Such  third  party  auditor  shall be an audit firm reputable in the
marketplace.  IPS shall provide Customer with a copy of the results of the audit
if  Customer  requests  a copy in writing.  From time to time during the Term of
this Agreement, Customer will allow IPS, its auditors and regulators, and Bank's
regulators  to  examine  the  operations  and procedures of Customer relative to
Clients'  Accounts  (including  Customer's  accounting  procedures  for Checks).

Section  13.04     Risk  of Loss.  Customer shall be responsible for any and all
--------------------------------
risk  of  loss  to  any  tangible  item (i) provided by IPS to Customer upon the
delivery  of  such  items  to  the  U.S. Postal Service or such other courier as
Customer  may  select, and (ii) provided by Customer to IPS until actual receipt
of  such  items by IPS.  It is expressly understood that the U.S. Postal Service
and  any  courier  selected  by Customer are the agents of Customer and not IPS.
IPS's  sole  responsibility  for  Checks  lost  or destroyed while in its actual
possession  is  limited  to  obtaining a copy thereof, where available, from the
appropriate party in accordance with standard banking practices and reprocessing
such  Check  in  accordance  with  the  terms  hereof.

Section  13.05     Force  Majeure.  If  performance  by  IPS  of  any Service or
---------------------------------
obligation  under this Agreement 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  an Association, 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, omission
or cause whatsoever, whether similar to those referred to in this Section, which
are  beyond  the  reasonable  control of IPS, then IPS shall be excused from the
performance to the extent of the prevention, restriction, delay or interference.

Section  13.06     Third  Party  Beneficiaries.  This  Agreement is entered into
----------------------------------------------
solely  for the benefit of IPS and Customer and shall not confer any rights upon
any  person  or  Entity  not  a  party  to  this  Agreement,  including  without
limitation,  Clients.

Section  13.07     Subcontractors.  IPS  may  subcontract all or any part of the
--------------------------------
Services,  but, notwithstanding any such subcontract, IPS shall remain primarily
responsible  for  performance  of  the  Services.

Section  13.08     Equal  Employment  Opportunity.  IPS  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.


                                                                              17
<PAGE>
Section  13.09     Relationship  of  the  Parties.  Nothing  contained  in  this
-------------------------------------------------
Agreement  shall  be  deemed  to  create a partnership, joint venture or similar
relationship  between  the  parties.  The  party's relationship shall be that of
independent  parties  contracting for services.  Neither party shall hold itself
out as having the authority to bind the other except as specifically provided in
connection with Interchange Settlement.  All personnel and other agents employed
by  either  party  in  connection  with  this  Agreement are such party's or its
agent's  employees  and  not  employees  or  agents  of  the  other  party.

Section  13.10     Severability.  In the event any one or more of the provisions
-------------------------------
of  this  Agreement  shall  for  any  reason  be  held to be invalid, illegal or
unenforceable,  the  remaining provisions of this Agreement shall be unimpaired,
and  the  invalid,  illegal  or  unenforceable  provision shall be replaced by a
mutually  acceptable provision, which, being valid, legal and enforceable, comes
closest  to  the  intention  of  the parties underlying the invalid, illegal, or
unenforceable  provision.

Section  13.11     Applicable Law.  This Agreement shall be governed by the laws
---------------------------------
of the State of Ohio as to all matters including validity, construction, effect,
performance  and  remedies  without giving effect to the principles of choice of
law  thereof,  except that with respect to either party's responsibilities under
the  Uniform  Commercial  Code concerning Checks, the laws of the state in which
the  IPS  check  processing  facility  receiving  the Checks is located shall so
govern.  With  respect  to  any  claim  arising  out of this Agreement, Customer
irrevocably  waives  any objection which it may have at any time to the venue of
any  suit,  action  or  proceeding  arising out of or relating to this Agreement
brought  in the courts of the State of Ohio and the United States District Court
located in the city of Columbus, Ohio and Customer further waives any claim such
suit,  action  or  proceeding  is  brought  in an inconvenient forum and further
irrevocably  waives  the  right  to object, with respect to such suit, action or
proceeding brought in any such court, that such court does not have jurisdiction
over  Customer.  For  purposes  of  any such 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 13.12, constitute good,
proper and sufficient service thereof.  It is agreed that the provisions of this
agreement  relating  to arbitration of disputes shall be governed by the Federal
Arbitration  Act, 9 U.S.C. Section 1 et. Seq. and, to the extent not in conflict
with  the  Federal  Arbitration  Act, by the Commercial Arbitration Rules of the
American  Arbitration  Association.

Section  13.12     Notices.  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.


                                                                              18
<PAGE>
If  to  IPS:                             With  a  copy  to:

Integrated Payment Systems Inc.          Integrated Payment Systems Inc.
4151 Executive Parkway                   12500 East Belford Avenue
Westerville, OH 43081                    Engelwood, CO 80112
Attn: Vice President                     Attn: General Counsel
Facsimile: 614-901-4306                  Facsimile Number: 720-332-0512

If to Customer: With a copy to:

Telco Billing, Inc.                      YP.net Corporation
4840 East Jasmine St., Suite 105         4840 East Jasmine St., Suite 105
Mesa Arizona                             Mesa Arizona
Attn: Gail Kayser                        Attn: David Iannini
Facsimile Number: 480-654-9727           Facsimile Number: 480-654-9727


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.

Section  13.13     Modification,  Amendment,  Supplement  or  Waiver.  No
--------------------------------------------------------------------
modification, amendment, supplement to or waiver of this Agreement or any of its
provisions shall be binding upon Customer or IPS unless made in writing and duly
signed  by  both Customer and IPS.  Unless otherwise stated herein, a failure or
delay  of  either  Customer  or IPS to enforce at any time any of the provisions
hereof, or to exercise any option which is herein provided, or to require at any
time performance of any of the provisions hereof shall in no way be construed to
be  a  waiver  of  such  provisions  of  this  Agreement.

Section 13.14     Entire Agreement.  This Agreement, including the schedules and
----------------------------------
exhibits,  if  any,  sets  forth all of the promises, agreements, conditions and
understandings  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.

Section  13.15  Arbitration.  All disputes, controversies or differences between
----------------------------
the  parties  which  arise  under  or  are related to this Agreement (including,
without  limitation,  the  construction, performance or breach of any agreement)
upon  which  an  amicable  understanding cannot be reached within 30 days shall,
upon  the  written  request  of  either  party,  be  settled  and  determined by
arbitration  in accordance with the Commercial Arbitration Rules of the American
Arbitration  Association, and judgment upon the award entered by the arbitrators
may  be  entered  in  any  court  having  jurisdiction  of  these  matters.

The parties agree to arbitrate within 30 (thirty) days following the transmittal
of written demand of either party to arbitrate any dispute arbitrable under this
Agreement.  Each  of  the parties shall appoint an arbitrator within thirty (30)
days  following notice of written demand to arbitrate, notifying the other party
of  the  name  and address of such arbitrator.  The two arbitrators so appointed
shall  thereupon  select  the  third  arbitrator.  If either party shall fail to
appoint an arbitrator as herein provided, or should the two arbitrators so named
fail to select the third


                                                                              19
<PAGE>
arbitrator  within  thirty (30) days of this appointment, then, in either event,
the  president  of  the  American Arbitration Association or its successor shall
appoint  such  second and/or third arbitrator. The three arbitrators so selected
shall  constitute  the  Court  of  Arbitrators.

A  decision  of  a majority of the Court of Arbitrators shall be provided within
twenty days of the applicable hearing and shall be final and binding.  The Court
of  Arbitrators  shall  not be bound by legal rules of procedure and may receive
evidence  in  such  a  way  as  to do justice between the parties.  The Court of
Arbitrators  shall  promptly  enter an award, which shall do justice between the
parties  and  the  award  shall  be supported by a written opinion.  The cost of
arbitration, including the fees of the arbitrators, but not including attorneys'
fees,  shall be borne by the losing party unless said Court of Arbitrators shall
decide  otherwise.


                                                                              20
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be
executed  by  their  authorized representatives and effective as of the date set
forth  below.

INTEGRATED PAYMENT SYSTEMS INC.              TELCO BILLING, INC.

By: /s/ Anthony DiSante                      By: /s/ Angelo Tullo, pres

Title: Anthony DiSante, Vice President       Title: President
Date: 8-26-03                                Date: 8/27/03


                                                                              21
<PAGE>
                       SCHEDULE 1 TO PROCESSING AGREEMENT

                                 CHECK SERVICES
                                 --------------

TIME  ZONES:  ALL  REFERENCES  TO  TIME  FOR  CHECK PROCESSING ARE EASTERN TIME.

CHECK  CLEARING:  IPS  will process and handle Checks and forward detail of such
----------------
Checks to Customer via an electronic transmission as well as return originals to
Customer's  place of business  Activities associated with Check clearing include
capture  of  MICR  detail,  reconciliation,  settlement  services,  adjustments
handling  and image capture (front and back) and archival.  Archival includes up
to  five  (5)  days  of  original Check retention and long term image archive of
seven  (7)  years.  Customer  shall review the original Checks returned to it by
IPS  and  notify IPS of any original Check not received within ninety (90) days.
IPS  shall  use  commercially reasonable efforts to find and produce such checks
for  Customer  after  the  five  (5)  days  archival  period

CHECK  RETURNS:  IPS  will process and handle all Customer-initiated requests to
---------------
dishonor  a  Check.  Returns  will  be  communicated to IPS via file transfer or
Advanced  Customer  Support  system  (ACS).  This  service  will  include
reconciliation,  qualification  and  presentment  to the forward clearing system
delivery.

CHECK  RETRIEVALS:  IPS  will  fulfill  Check retrieval requests as submitted by
------------------
Customers.  The  request  will  be  fulfilled  from  the  image  archive  unless
expressly  requested  by  Customer  for  an  original,  to  the extent IPS is in
possession of the original.  Requests will be initiated via IPS Customer Service
screens  or  through  ACS.

POSITIVE  PAY:  Customer  will  transmit  a file containing all Checks issued by
--------------
Customer  containing  information  about  the Check such as date issued, account
number, Check number, and amount  (the "Issued File").  The format of the Issued
File  will  be  mutually  agreed upon.  IPS will maintain a record of the Issued
File  and  will  match  all  presented Checks against the Issued File.  IPS will
maintain  records  of  all  presented  Checks  which match the Issued File.  All
presented  Checks that do not match the account number, Check number, or amount,
or  that  can  not  be  reconciled  to  the Issued File will be returned with an
appropriate  notation.  These exceptions will be written to the ACS system via a
transmission  from  IPS  and  will be displayed on the ACS exception item review
screen.  IPS will be liable for losses incurred by Customer up to the face value
of  any  Check  paid that was not reflected in the Issued File.  Neither IPS nor
Bank  shall be responsible for verifying the validity of endorsements on Checks,
or  for detecting forged, altered or counterfeit Checks.  In the event there are
a series of Checks that fail to match the Issued File that gives rise to concern
that there may be an error in transmission of data, either in the Issued File or
otherwise, the Parties shall discuss potential problems associated with the data
and  possible  steps  to  correct  any  problems  that  might  exist.

RESEARCH:  Research  and  investigative  services  other than retrieval requests
---------
will be performed at hourly rates, plus expenses which are set forth or referred
to  in  the  Schedules.

REPORTS:  Refer  to  User  Manuals  for  timing  and  procedures.
--------


                                                                              22
<PAGE>
IMAGE  DELIVERY:  Customer  may  elect  to  receive  any  of the following image
----------------
deliveries  in  connection with the above services: (a) images made available in
connection with Internet Check Retrieval via IPS's ACS web application; (b) bulk
file  image transmission; (c) images made available in connection with exception
item  review  via  IPS's  ACS  web  application;

SERVICE  EXCLUSIONS:  IPS's  Check  services  are  solely  as  set forth in this
--------------------
Schedule  1.  Additional  requested  services  may  be  provided  in  writing at
mutually  agreed  pricing.  Without limiting the generality of the foregoing, it
is  agreed  that:  IPS's  services  do  not  include standing return orders with
respect to closed, blocked, deceased or similar Accounts.  Checks to be returned
in connection with the foregoing shall be identified by Customer as set forth in
User  Manuals.

IPS's  services  do  not  include the provision of fraud prevention or detection
services  to  Customer or its Clients, and Customer specifically understands and
agrees  that  IPS is not responsible for review of signatures or endorsements on
Checks,  for  detecting  forged,  altered,  counterfeit  or out-of-range Checks,
duplicate  payments,  or  for  detecting  encoding  errors  on  Checks.

Except for IPS's obligations specifically set forth above and in Section 6.01(b)
of  the  Agreement,  IPS and Bank have no obligation or liability to Customer or
its  Clients:  (i)  with  respect to the payment of Checks that are not properly
payable;  (ii)  for  paying  or refusing to pay Checks that overdraw an Account;
(iii) for reviewing or honoring or refusing to honor legends on Checks (such as,
but  not  limited to, "not good in excess of" or "void after" legends); (iv) for
paying  or  refusing  to  pay  stale  or  post-dated  checks; (v) on transfer or
presentment  warranties;  (vi) for wrongful dishonor of Checks; (vii) in respect
of  becoming  accountable  for  the  amount  of  a  Check  by  virtue of delayed
settlement, return or notice of dishonor or by virtue of final payment; (vii) to
accept  or certify Checks or to refuse to do the same; (viii) to provide monthly
or  periodic statements to Clients; (ix) to receive or act upon error resolution
notices from Clients; (x) for complying or refusing to comply with garnishments,
levies,  subpoenas  or other legal process regarding Clients or the Accounts; or
(xi)  for  refusing to accept stop payment orders from Clients (other than those
communicated  by  Customer  in  accordance  with  this  Agreement  and  the User
Manuals), or (xii) maintenance or operation of overdraft or other line of credit
products  which  may  be  accessed  by  Clients.

Except  as  and to the extent expressly provided above and in Section 6.01(b) of
the Agreement, IPS does not hereby accept liability for the amount of any Checks
or  losses  sustained  by  Customer  in  respect  thereof.  Without limiting the
generality  of  the  foregoing,  IPS shall not be responsible for claims of late
return  (other than as expressly set forth above), for denied adjustments or for
losses  due  to  insolvency  of any financial institution, except as provided in
Section  6.01(b)  of  the  Agreement.

FEES:


                                                                              23
<PAGE>
<TABLE>
<CAPTION>
 ITEM         ITEM                                        DEFINITION                                          PRICE PER
NUMBER        ----                                        ----------                                          ---------
------                                                                                                          ITEM
                                                                                                                ----

        CHECK PROCESSING
<S>     <C>                          <C>                                                                     <C>

  6404  Check Clearing               Checks written by account holders presented to IPS for                  First 20,000
                                     processing, includes payee keying.  Assumes checks are                  at $.140,
                                     written in English, and denominated in US dollars.                      next 20,000
                                                                                                             at $.125,
                                                                                                             additional
                                                                                                             volume at
                                                                                                             $.090/check

  6406  Exception Item Review with   Exceptions are defined as those checks to be further                    $.25/
        Image                        reviewed by Customer for purposes of making                             exception
                                     pay/return decisions.  Image of check provided.

  6411  Check Returns                Per check returned as unpaid, but only to the extent                    $5.00/check
                                     returns exceed 1% of the total number of checks
                                     presented per month.

  6420  Check Retrieval - Request    Per check copy requested by CUSTOMER, completed                         $2.50/check
                                     within standard turnaround Initiated through ACS or IPS                 copy
                                     on-line.

  6422  Check Retrieval  - Same Day  Per check retrieval requested by CUSTOMER,                              $15.00/
                                     completed with same day turnaround.                                     request

  6423  Check Retrieval -Internet    Per check retrieval initiated as an ad-hoc retrieval known              $0.50/
        Check Retrieval              as Internet Check Retrieval.                                            retrieval

  6424  Check Retrieval - FAX        Surcharge if requested by fax.                                          $2.00/request
        Surcharge

  6464  Exception Item Review-       Review images of items greater than a specific dollar                   $.25/ per
        Dollar Value                 amount on ACS.                                                          check

  6472  Special Programming-Check    Client requests                                                         $150.00/hr

  6473  Forms                        Supplies requested to support customer's plan, except                   "at cost +
                                     forms used solely for communication between customer                        15%"
                                     and IPS.  It is agreed that when practical, all forms,
                                     envelopes and printed material shall be uniform and
                                     usable by other users serviced by IPS.

                                     With IPS's concurrence, certain materials may be
                                     individualized by customer at customer's expense;
                                     provided, however, that such forms, tapes, envelopes or
                                     printed material must be in accordance with the
                                     specifications and processing requirements of IPS, and if
                                     they are processed or stored by IPS for customer, or if
                                     special handling is required, an additional fee may be
                                     charged.  Customer will bear the liability for customized
                                     inventory made obsolete due to changes by FDC in
                                     Logo, telephone number, etc.  If inventory quantity exceeds 12 months.

                                     IPS will bill customer for forms and supplies based on
                                     actual usage for customer's plan and will bill customer.
                                     IPS forms and supplies ordered by customer via supply
                                     requisitions.  However, certain


                                                                              24
<PAGE>
                                     internal forms, including, but not limited to, sales
                                     transaction batch headers and payment batch headers will not
                                     be billed to customer and are considered expenses of IPS.

  6474  Float Credit                 Adjustment given for credit balances or for funds due the               Fed Funds
                                     client by IPS that is credited at least 1-day after IPS                 minus .50%
                                     receives the funds.                                                     and reserves

  6475  Postage                      Includes all actual postage used in mailing statements,                 "at cost"
                                     letters, notices, plastics, tapes reports and other materials
                                     related to customer's plan.

  6476  Float                        Assessed the daily average dollar volume of items for                   Fed Funds
                                     which IPS receives payment at least one day after                         +.75 %
                                     disbursement of funds.

  6477  Courier Service              Courier Service fees depend upon distance, number and                    "at cost"
                                     method of deliveries.

  6479  Additional Fed Fees          Those charges which may be implemented by the                            "at cost"
                                     Federal Reserve from time to time and not specifically
                                     identified above.

  6480  Daylight Overdraft           Those charges imposed by the Federal Reserve to cover                    "at cost"
                                     that period of time in which the banks Federal Reserve
                                     account is overdrawn by the activity associated with this
                                     program.

  6493  Minimum Processing Fees      Adjust used to bring total of processing fees up to a                   $1,500/ per
                                     minimum.  No charge for implementation costs.                           Month

        Yearly Minimum Checks        Fee if a minimum of 144,000 checks are not processed                    $1,000.00
        Processed                    per year.  No charge for implementation costs.                          per year

  6219  Training and Consulting      Client Request for services.  Includes travel expenses                  $150.00/ per
                                                                                                             day plus out
                                                                                                             of pocket
                                                                                                             expenses

  8000  Sales Tax                    Any Taxes assessed IPS for services rendered will be                    "at cost"
                                     passed on to client
</TABLE>


                                                                              25
<PAGE>
                       SCHEDULE 3 TO PROCESSING AGREEMENT

                            CUSTOMER RESPONSIBILITIES
                            -------------------------

CUSTOMER  RESPONSIBILITIES  WITH  RESPECT  TO  CHECKS

NOTIFICATIONS  TO  RETURN:  Customer  is  responsible for authorizations for all
--------------------------
Checks,  and  will  identify all Checks which are to be returned and provide the
appropriate  reason  code  as  set  forth  in  User  Manuals  for  the return (a
"Notification to Return").  Notifications to Return shall be submitted via IPS's
ACS  web application or via electronic transmission as set forth in User Manuals
therefor  as in effect from time to time.  In any event, Notifications to Return
must be received by IPS no later than 3:00 p.m. ET if the Notification to Return
is  submitted  via  IPS's ACS web application, or electronic transmission on the
Business  Day  following the Business Day on which the Check was received by IPS
for  purposes  of commencement of the midnight deadline, or as set forth in User
Manuals.

IPS  is  not  obligated  to  act on Customer requests to revoke Notifications to
Return  once received by IPS.  In the event that IPS is late in making the Check
clearing  transmission  available,  Customer  shall nonetheless use commercially
reasonable  efforts to give its Notification to Return within the same timeframe
that  the Notification to Return would have been given had the Schedule of Items
been  timely  and in any event by the Dishonor Deadline.  Although Notifications
to  Return  which are incomplete or inaccurate shall be ineffective for purposes
of  making  IPS responsible for late returns (see "IPS Responsibility for Amount
of  Checks"  on  Schedule  1), IPS shall nonetheless use commercially reasonable
efforts  to  identify  the  Check  in  question and to promptly return the same.
Unless  Customer  is unable to give a timely Notification to Return due to IPS's
delay  in  providing the Schedule of Items, Customer will be responsible for all
losses,  if  any,  resulting  from  the  late return of Checks or the failure to
timely notify receiving banks according to Legal Requirements.  IPS shall not be
responsible  for  the  consequences  of  acting  on  incomplete  or  inaccurate
Notifications  to  Return.

CHECK  TRANSACTION  RESPONSIBILITIES:  Except  for  IPS's  obligations  as
-------------------------------------
specifically  set  forth  in  Schedules 1 and 2 and as otherwise provided in the
-----------
Agreement,  Customer  shall  be  solely  responsible  for  all  activities  and
applicable  Legal  Requirements  and Client Agreement requirements in respect of
Checks  and  Client  Accounts,  including:

Maintenance  of  stop payment files (including obtaining from Clients applicable
written  authorizations)  and  standing  return  orders  with respect to closed,
blocked, deceased or similar Accounts.  Checks to be returned in connection with
the  foregoing  shall  be  identified  in  a  Notification  to  Return.

Fraud  prevention  and  detection  services,  including  review of signatures or
endorsements  on  Checks,  detection  of  forged, altered or counterfeit Checks.
All  obligations and liabilities: (i) with respect to the payment of Checks that
are  not  properly  payable;  (ii)  for  paying  or  refusing to pay Checks that
overdraw  Client's Account; (iii) for reviewing or honoring or refusing to honor
legends on Checks (such as, but not limited to, "not good in excess of" or "void
after"  legends); (iv) for paying or refusing to pay stale or post-dated checks;
(v) for wrongful dishonor of Checks; (vi) in respect of becoming accountable for
the


                                                                              26
<PAGE>
amount  of a Check by virtue of delayed settlement, return or notice of dishonor
or by virtue of final payment; (vii) to accept or certify Checks or to refuse to
do  the  same;  (viii)  for  complying  or refusing to comply with garnishments,
levies,  subpoenas  or  other legal process regarding Clients or their Accounts.

APPROVAL, USE AND RECOVERY OF CHECKS:  Customer shall obtain IPS's prior written
-------------------------------------
approval of the forms of Checks to be used in the Program.  Customer understands
that  such approvals will, among other things, take into account Association and
Bank  requirements.  Customer  is  responsible  for  distributing approved Check
stock  to Clients.  Customer will be responsible for the recovery of Checks from
Clients  in  all  relevant  events,  including termination of this Agreement, in
cases  of unauthorized or alleged unauthorized use of Checks, or in the event of
Client's  breach  of  the Client Agreement or termination or closure of Client's
Account.  Customer  is  solely  responsible  for  determining  the extent of the
inventory  of  Check stock and other forms which it wishes to maintain or order.
IPS  shall  not  be responsible for reimbursing Customer for unused inventory in
any  circumstances.

DATA  PROCESSING:  Customer  is  responsible  for  acquiring,  operating  and
-----------------
maintaining the systems necessary to enable Customer to transmit and receive the
data  necessary  for  IPS  and  Customer to fulfill their obligations hereunder.
Such  systems  shall  be consistent with the IPS System as in place from time to
time.  All  data  transmissions  between  the parties shall be in the format and
sequence reasonably required by IPS and agreed to by Customer from time to time.
To  the  extent  that  IPS grants Customer access to the IPS System, such access
shall  be  used  by  Customer solely for purposes of receiving services from IPS
hereunder.  Nothing  herein  shall  be construed as granting Customer any right,
title,  interest  or  license  in  or  to  the  IPS  System.

SOFTWARE, ETC.:  Customer shall: (i) comply with the User Manuals in effect from
---------------
time  to  time  pertaining  to  the  IPS  ACS web application, any CD-ROM viewer
software  made  available  to  Customer  in  connection  with  this  Agreement,
including,  without  limitation,  acquisition  and  maintenance  of  the minimum
hardware/software  configurations  outlined  therein;  and  (ii) comply with all
shrink  wrap,  click  wrap  or  other  license agreements provided in connection
therewith.

IPS OPERATING PROCEDURES:  Services are provided subject to, and Customer agrees
-------------------------
to  comply  with  the  applicable  rules,  operating  procedures,  manuals  and
instructions, including without limitation, the User Manuals, established by IPS
from  time  to  time  and  communicated  in  writing to Customer.  IPS expressly
reserves  the  right  to  change  operating  procedures,  services  provided and
applicable  deadlines  and  processing  timeframes  based  on  changes  in Legal
Requirements (including changes in operating procedures, User Manuals, services,
deadlines  or timeframes in effect at the Federal Reserve System, Association or
other  clearinghouse level), changes in or discontinuations of services required
from  third parties (such as, but not limited to, couriers), failure of Customer
to  comply with applicable existing operating procedures or to otherwise deliver
its inputs to IPS in good order, material changes in volume processed hereunder,
or  other  events  or  occurrences  beyond  the  reasonable  control  of  IPS.


                                                                              27
<PAGE>

</TEXT>
</DOCUMENT>
