EXHIBIT 10.52



                               SECOND AMENDMENT TO
                    POS CHECK THIRD PARTY SERVICER AGREEMENT
                             ADTED DECEMBER 12, 2000
                                     BETWEEN
                         ELECTRONIC CLEARING HOUSE, INC.
                                       AND
                                VISA U.S.A., INC.



The  POS  Check Servicer Agreement ("Agreement") dated December 12, 2000 and the
First Amendment to the POS Check Servicer Agreement dated April 23, 2002 between
the  parties  is  amended  as  follows:

     1.     ECHO  agrees  to  perform  all  development  work  to  initiate  the
Pilot Program ("Program").  The scope of the development work to be completed by
ECHO  is  set  forth  in Exhibit "A", attached hereto and incorporated herein by
this  reference.  ECHO  agrees  that  the  NCN  production release will occur on
August  28,  2002  and that the ACH production release will occur on October 16,
2002.

     2.     Visa  agrees  to  pay  ECHO for all development work done by ECHO to
initiate  the Program.  The cost breakdown of the development work to be done by
ECHO  to  initiate  the  Program  is  set  forth  in  Exhibit  "A".

     3.     Visa  shall  have  the  right to cancel this Addendum by giving ECHO
fifteen  (15)  days  written  notice of its intent to cancel.  In the event that
Visa  cancels  this  Addendum  during  the  first thirty (30) days following the
execution date of this Addendum, ECHO will reimburse Visa fifty percent (50%) of
the development cost paid by Visa to ECHO to initiate the Program.  In the event
that  Visa  cancels  this  Addendum  between the thirty-first (31st) day of this
Agreement  and  the  sixtieth  (60th) day of this Agreement, ECHO will reimburse
Visa  twenty  percent  (20%)  of  the  development  cost paid by Visa to ECHO to
initiate  the  Program.  If  Visa cancels this Addendum after this Agreement has
been  in  force  for sixty (60) days, ECHO will keep all of the development cost
paid  by  Visa  to  ECHO  to  initiate  the  Program.

     4.     In  the event that ECHO does not make either production deadline set
forth  in  Paragraph  1,  ECHO agrees to pay Visa a late penalty of Five Hundred
dollars  ($500.00)  per  day.

     5.     Visa  agrees  that the total reimbursement under Paragraph 3 and the
total  late  penalties under Paragraph 4 shall not exceed fifty percent (50%) of
Visa's  original  development  cost  paid  under  the  terms  of  Paragraph  2.

     6.     Except  as amended herein, the terms and conditions of the Agreement
and  the  First  Amendment  to  the  Agreement  shall continue in full force and
effect.   If  Visa  elects  to  cancel  this  Addendum  under  the provisions of
paragraph  3,  all terms and conditions of the Agreement and the First Amendment
to  the  Agreement  shall  continue  in  full  force  and  effect.

The  parties  through their authorized representatives have executed this Second
Amendment  the  dates  shown  below,  effective  the  latest  such  date.

ELECTRONIC  CLEARING                VISA  U.S.A.,  INC.
HOUSE,  INC.