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WHEREAS, CPS desires to provide such services in exchange for <br />the CPA Account Fees hereinafter specified. <br />NOW, THEREFORE, in consideration of the premises and of the <br />mutual promises and covenants herein, the Client and CPS agree as <br />follows: <br />ARTICLE I <br />Section 1.01. The above premises are true and correct and <br />incorporated herein. <br />Section 1.02. Definitions. <br />As used in this Agreement, the following terms shall have the <br />meanings set forth below: <br />"Ameritrust" is Ameritrust Company N.A., the lead for the <br />regional multi-bank holding company headquartered in Cleveland, <br />Ohio. At the end of 1989, Ameritrust's assets exceeded $11 <br />billion. Ameritrust offers a full range of commercial banking <br />services to individuals and businesses through a delivery network <br />of 226 banking offices in Ohio, Michigan, Indiana and Texas. <br />Ameritrust is CPS' merchant financial institution. <br />"Basic Services" is defined in Section 2.02. <br />"Client" is defined in the preamble of the Agreement and <br />includes its successors and assigns. <br />"CPS" is defined in the preamble of this Agreement and <br />includes its successors and assigns. <br />"CPA Account" is defined in the preamble of this Agreement. <br />"Credit card(s)" means cards of the Visa System which conform <br />to the standards established by Visa, U.S.A., or Visa International <br />Service Association, which cards bear the Visa logo; and <br />MasterCard, MasterCard I and Master Charge Cards and other cards of <br />the MasterCard International card system. <br />"Department" means any department of the Client. <br />"Instrument" means a personal or commercial check or draft <br />drawn on a United States financial institution. <br />"Qualified Card" means a credit card or any other card <br />accepted by the system and agreed upon by the Client and CPS. <br />"Special Services" is defined in Section 2.03. <br />2 06/06/91 <br />