Vice President, Finance Employment Agreement

In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality ("Agreement"), National City Processing Company ("NPC") and Mark Pyke ("Employee") hereby agree as follows:


1. NPC agrees to employ Employee in the position of Vice President, Finance, Bankcard Division and at the salary of One Hundred Thousand and No/100 Dollars ($100,000.00) and to make available to Employee those benefits provided by NPC to employees with similar responsibilities, all as amended from time to time, upon the terms and conditions set forth below. As additional consideration for the mutual promises and agreements set forth herein, NPC agrees to pay to Employee the sum of Fifty Thousand and No/100 Dollars ($50,000.00), contemporaneous with the execution of this Agreement.


2. NPC agrees that Employee shall be eligible to participate in NPC's Short Term Incentive Plan with a guaranteed Bonus of Twenty-Five Thousand and No/100 ($25,000.00) payable in March, 1997.


3. Employee agrees to use his best efforts to perform the duties assigned to him by NPC.


4. Employee acknowledges and agrees that in the performance of his duties of employment he may be brought into frequent contact with clients and potential clients of NPC either in person, through the mails, by telephone or by other electronic means. Employee also acknowledges and agrees that trade secrets and confidential information of NPC, more fully described in paragraph 14 of this Agreement, gained by Employee during his employment with NPC, have been developed by NPC through substantial expenditures of time, effort and financial resources and constitute valuable and unique property of NPC. Employee further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of NPC's business that Employee not compete with NPC during the term of his employment and for a reasonable period thereafter.


5. Employee agrees that he will not, during his employment, compete with NPC within the continental United States. Employee agrees that, in accordance with this restriction, but without limiting its terms, he will not during the term of his employment:


(i) enter into or engage in any business that competes with NPC's
Business; or


(ii) solicit any customers, clients, business, patronage or orders
for, or sell any services in competition with, or for any
business that competes with NPC's Business; or


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(iii) divert, entice, or take away any customers, clients, business,
patronage or orders of NPC, or attempt to do so; or


(iv) promote or assist, financially or otherwise, any person, firm,
association or corporation engaged in any business that competes
with NPC's Business.


6. Employee agrees that, within the continental United States, he will not, for a period of one (1) year following the termination of his employment, enter into or engage in any business that competes with NPC's Business.


7. Employee agrees that, within the continental United States, he will not, for a period of one (1) year following the termination of his employment, solicit customers, clients, business, patronage, or orders for, or sell any services in competition with NPC's Business.


8. Employee agrees that, within the continental United States, he will not, for a period of one (1) year following the termination of his employment, divert, entice, or otherwise take away any customers, clients, business or orders of NPC or attempt to do so.


9. Employee agrees that, within the continental United States, he will not, for a period of one (1) year following the termination of his employment, promote or assist financially or otherwise, any person, firm, association, partnership, corporation, or other entity engaged in any business that competes with NPC's Business.


10. For the purposes of paragraphs 5 through 9, inclusive, Employee understands and agrees that he will be competing if he engages in any or all of the activities set forth therein directly as an individual on his own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm or corporation, or as a stockholder of any corporation in which Employee or Employee's spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than ten percent (10%) of the outstanding stock.


11. For the purposes ...