INTERNET MERCHANT SERVICE AGREEMENT 

The Processing Network

Merchant has a Bank Card Member Agreement with one or more of Visa,
MasterCard,  American Express, Discover Card, JCB, Diners and/or Carte
Blanche and Merchant desires to participate in the Processing Network
("TPN") Real-time Credit Card Authorization Service Program. The rights
and duties of Merchant relate solely to one or more of the card system/s
named above and with respect to which Merchant has a Bank Card Member
Agreement during the term of this Agreement. During the term of this
Agreement.  Merchant agrees to advise TPN timely of the card or cards that
Merchant has authority to accept under agreement with a member bank at the
commencement of this Agreement and thereafter during the term. Merchant
and TPN mutually agree to the following terms and conditions:

 I. TERMS Each of the following words used in this Agreement shall have
the following meaning:

A. "Merchant" has in existence one or more Bank Card Member Agreements 
regarding one or more of the above named credit card systems and has a 
current Internet on-line presence and order form for sales by it in the 
conduct of that business.

B. "Credit Card" or "Card" means one or more of the Cards named above with
respect to which Merchant has a Bank Card Member Agreement at the
commencement of this Agreement and during its term.

C. "TRANSACTION FEE" means the fee charged by TPN for each transaction.
This fee is a percentage of each transaction.

D. "GATEWAY/ACCESS FEE" is the monthly fee charged bt TPN for the TPN
Credit Card Authorization Service Program.   
 
E. "Sign-up Fee/Setup Fee" means the initial fee charged by TPN at the
time of acceptance of the Merchant as a participant in the TPN Credit Card
Authorization Service Program.

F. "Program" means the TPN Internet Credit Card Authorization Service
Program.

G. "Member bank" means a bank/s  has the authority of one or more of
the Cards named above to enter into a Bank Card Member Agreement with
Merchants and has entered into an Agreement with the Merchant that is a
party to this Agreement.

H. "Purchaser" is the person conducting the transaction with Merchant and
providing the information for the order form, including the information to
the secure screen.

I. "Merchant's customer" means the Merchant's client.

J. "Successful Set-up" means  the Merchant's or the Merchant's
customers ability to successfully charge credit cards through TPN Internet
Credit Card Authorization Service Program.

II. RIGHTS AND OBLIGATIONS OF MERCHANT

A. Merchant will use the TPN Program for all transactions by Merchant on
the Intemet or using the manual data entry screen. Merchant will not
require that information be provided for each transaction other than
information provided for in Merchant's Order Form.

B. Merchant agrees that it will not perform or fail to perform any act
which would violate State or Federal law, including but not limited to,
the Federal Equal Credit Opportunity Act, implementation of Regulation B,
the Federal Fair Credit Reporting Act, the Federal Truth-In-Lending Act.
Merchant explicitly recognizes that the Federal Truth-In-Lending Act and
its implementing Regulation Z require, and Merchant agrees to provide a
brief description of the goods or services purchased with a Card, together
with other disclosures. Merchant further agrees to defend, save and hold
harmless TPN and indemnify TPN for any and all claims, actions, suits,
losses, damages and liabilities and costs including attorneys fees,
relating to or resulting from any violation of, or failure to comply
properly with, or claim or charge that there has been a violation of or
failure to properly comply with Federal or State laws, rules or
regulations arising out of any acts or omissions of Merchant.  Compliance
with the requirements of Merchant's bank shall be the sole responsibility
of Merchant

C. Merchant agrees that its Order Form shall comply with an appropriate
format established by Merchant's bank. It is understood, acknowledged and
agreed that Merchant shall not process any transaction that is not in
compliance with the terms of the Agreement between Merchant and its bank
for purpose of the Card or Cards.

D. Any advertising or other promotional material of Merchant shall not be
in violation of the provisions of this Agreement. The TPN name style and
any registered trademarks or trade names of TPN shall remain the property
of TPN and shall not be used by Merchant except in compliance with this
Agreement or independent written authorization from TPN and shall in any
event not be used by Merchant except during the term of this Agreement and
in accordance with this Agreement.

E. Merchant shall not discriminate against persons making purchases using
a Card, either with respect to the exchange of, return of, or adjustment
on goods or services purchased unless Merchant conspicuously discloses its
discriminatory refunds policy at the time of sale in accordance with the
Federal Truth-In- Lending Act and Regulation Z. If Merchant does not offer
refunds or make such other restrictions, the words "no refund", or other
appropriate terminology, shall be prominently and
legibly written or typed on the order form used by Merchant with respect
to performance of this Agreement and provided to Purchaser.

III. TRANSACTION PROCEDURES

A. The Merchant shall send the Order Form  to TPN's secure server using
Netscape's Secure Socket Layer or a TPN approved API. Merchant shall 
include in each transaction the name, merchant name, orderid and the 
total transaction amount. When the Order Form has been received by TPN 
and is displayed in a transaction template on a secure screen, the Purchaser 
will, at the request of Merchant, enter the Credit Card account number, 
and expiration date.

B. If the Credit Card transaction is approved by Bank or Bank's agent, an
order confirmation shall be sent by TPN to Merchant which will include all
details of the sale transaction except the Credit Card number and
expiration date. Concurrently, TPN will send a receipt to the Purchaser
for Merchant and in Merchant's name which will not  contain the Credit
Card number and expiration date if requested by the Merchant.  Merchant 
will receive from TPN in a password protected secure directory, transaction 
reports, including Credit Card numbers and expiration dates. These 
reports may be reviewed and downloaded by Merchant.

C. Merchant can enter transactions received by mail, by telephone, by fax,
or in person from Purchaser using the manual data entry screen provided by
TPN. The TRANSACTION FEE is the same for manual transactions.

D. If the Merchant's Agreement with its Bank/Banks for Card account/s so
requires, Merchant agrees to request authorization from its Bank's
authorization center and that information shall be provided to TPN.
Transactions where authorization may be required include, but are not
limited to: (i) The Purchaser's signature is questionable; (ii) the
transaction is of a type with a zero floor limit or where the total amount
of the transaction (including any applicable taxes) exceeds the floor
limit then applicable to the transaction; (iii) the account number is
listed on the most current Warning Bulletin provided to the Merchant by
the Bank.

E. If the Card is denied, the Purchaser will receive an on-screen notice
of non-acceptance and at that time the customer can re-enter another card
or correct the name and/or address of the Card holder. 

F. Merchant warrants that all transactions tendered to TPN will represent
obligations of Cardholders to Merchant for bonifide transactions in the
amount set forth thereon for property sold and/or services rendered only,
and shall not involve any element of credit for any other purpose and
shall not involve Merchant receiving or accepting any payment from the 
Purchaser for any charge included in a transaction resulting from the 
use of a Card. Merchant agrees not to make any cash advance or
withdrawals to any Cardholder.

G. Merchant shall not, without the Cardholder's written consent, sell
purchase, provide or otherwise disclose any Cardholder account information
to any third party other than Merchant's agents and processing organizers,
including Bank, for the purpose of assisting Merchant in its business or
as required by law.

H.  The procedure outlined in Sections III.A - III.G, above (Transaction 
Procedures) may be modified by TPN at any time upon written notice to merchant.

IV. TPN SERVICES

A. TPN shall provide, and Merchant shall use, the software of TPN
described in this Agreement and any revisions to that software during the
term of this Agreement at no additional expense to Merchant other than the
Setup/Sign-up Fee,  the GATEWAY/ACCESS FEE and the TRANSACTION FEE
payable by Merchant to TPN. These FESS ARE IN ADDITION to any Bank
Discount Fee or other charges and shall be payable by Merchant directly to
TPN. The Sign-up/Setup Fee shall be payable at the time of execution of
this Agreement and the Transaction Fee shall be payable not to exceed five
(5) days from receipt by Merchant from TPN of written invoice by
electronic mail transmission and shall be delinquent if not paid within
five (5) days thereof.  A LATE FEE will be charged on  accounts that are
more than thirty (30) days delinquent.  This LATE FEE will be charged
monthly  at the rate of  eighteen percent (18%) per year.

B. The liability of TPN to Merchant with respect to any transaction shall
be limited to the obligation of TPN upon written notice from the Merchant
or the Purchaser to reprocess the transaction at no additional expense.
TPN shall in no event be liable for incidental or consequential damages
whatsoever.

V. FURTHER PROVISIONS

A. Merchant shall not sell, purchase, provide or exchange Purchaser
information in any form obtained by Merchant as a result of a transaction
covered by the terms of this Agreement to any third party other than to
Merchant's Bank or to Merchant's agent for the purpose of assisting
Merchant in its business or pursuant to a government request. All
information concerning Purchaser so obtained shall be maintained in a
reasonably secured manner with limited access to selected personnel until
discarding and must be destroyed in a manner that will render the data
unreadable.

B. Merchant agrees to indemnify TPN and hold TPN harmless from and against
any and all claims, demands, liability and causes of action by any person
imposed by way of claim without commencement of litigation or arbitration,
defense, setoff or counterclaim arising from a transaction covered by
the terms of this Agreement.

C. TPN shall have the right to verify all transactions and to examine
Merchant's books, records and other papers relating to transactions
covered by the terms of this Agreement. For this purpose, Merchant shall
preserve all records pertaining to such transactions for a period of at
least one (1) year from the date thereof.

D. Any notice required or permitted to be given by TPN to Merchant or by
Merchant to TPN may be given in writing by either depositing such notice 
in the United Stated Mail, postage prepaid, addressed to either at the 
principal business address of either available on the records of each at 
the time of preparation of such notice or sending Electronic Mail to the
prinicipal email address of the Merchant.

E. This Agreement shall be binding upon the parties hereto and to their
successors or assigns. This Agreement may not be assigned by Merchant
without prior written consent of TPN. Any attempt to assign this Agreement
by Merchant without prior written consent of TPN shall be null and void.

F. Failure by TPN to enforce any of its rights under this Agreement shall
not constitute a waiver of any right not enforced, nor of any of TPN's
other rights under this Agreement.

G. This Agreement is entered into and shall be construed in accordance
with the laws of the State of Washington.

H. This Agreement shall become effective when accepted by TPN and shall
remain in effect until terminated by written notice. Either party may
immediately terminate this Agreement at any time with or without cause. At
the termination of this Agreement, Merchant shall no longer submit
transactions to TPN nor use any of the materials issued or provided under
this Agreement at the request of TPN Merchant shall return to TPN at
Merchant's expense any software or other items provided by TPN for
purposes of this Agreement. Any transactions in process at the time of
termination are the responsibility of Merchant to maintain its records
with respect to transactions under this Agreement shall survive any such
termination. Notwithstanding any other provision of this Agreement, TPN
may amend this Agreement by providing written notice of such amendment 
and its terms to Merchant.