REFERRAL AGREEMENT
                     COMCHEK CASH FUND DISTRIBUTION SERVICE
                     --------------------------------------

     THIS  AGREEMENT  is  made  and entered into as of the 11th day of November,
1999, by and between Comdata Network, Inc. d/b/a Comdata Corporation, a Maryland
corporation,  by  and  through  its Payment Services Division with its principal
offices  at  5301  Maryland  Way,  Brentwood,  Tennessee  37027  ("Comdata") and
Pinnacle  Business  Management  with  its  principal offices at 2963 Gulf To Bay
Blvd,  Clearwater,  FL  33759  ("Company").

                                   WITNESSETH:

     WHEREAS,  Comdata  has  developed, offers and operates a funds distribution
service  (the  "Service"), which may be used by companies to distribute wages or
salaries  to  employees,  expense  reimbursement  funds  or  such other funds to
persons  entitled  to  such funds as may be approved by Comdata, by means of the
Comchek  eCash Card (the "Card"), which has access to the CIRRUS ATM Network and
the  Maestro  POS Debit Network (the "Networks").  The Cards are issued by First
American  National  Bank  ("Issuing  Bank"),  a  Cirrus  and Maestro Member; and

     NOW  THEREFORE,  for  and  in  consideration of the premises and the mutual
covenants  and  promises  contained herein, the receipt and sufficiency of which
are  hereby  acknowledged,  Comdata  and  Company  agree  as  follows:

1.   REFERRALS.  Comdata  hereby  grants  to  Company  the right to refer, and
     ----------
     Company  hereby  agrees to use  reasonable  efforts  to refer,  Prospective
     Customers to Comdata, subject to the terms and conditions o this Agreement.
     Company   shall  refer   Prospective   Customers  to  Comdata   using  Card
     applications  bearing  the  identification  number  assigned  to Company by
     Comdata,  which applications shall be sole  identification of the source of
     the  Prospective  Customers  referred by Company to Comdata for purposes of
     determining  whether Company is entitled to receive  referral fees pursuant
     to Section 6.

2.   TRAINING.  Comdata  will  provide,  and  at least one employee of Company
     ---------
     must attend and complete,  an initial training program relating to the Card
     and the methods,  procedures,  and requirements  for referring  Prospective
     Customers to Comdata  prescribed by Comdata and Issuing Bank.  Comdata,  in
     its discretion,  may provide additional training programs for attendance by
     employees of Company.


3.   MANUAL. During Comdata's initial training program, Comdata will deliver one
     -------
     (1)  copy of a  manual  which  sets  forth  the  methods,  procedures,  and
     requirements for referring  Prospective  Customers to Comdata prescribed by
     Comdata and Issuing  Bank  ("Manual")  to Company for use by its  employees
     during the term of this Agreement.  Comdata may amend the Manual to provide
     new  and  revised  methods,  procedures,  and  requirements  for  referring
     Prospective Customers to Comdata by delivery of such new pages, replacement
     pages,  addenda, or revised copies to Company as Comdata shall determine to
     be  appropriate.  Company  must refer  Prospective  Customers to Comdata in
     accordance  with methods,  procedures,  and  requirements  set forth in the
     Manual.


<PAGE>
4.   PROMOTION.  Comdata will provide to Company brochures,  direct mail pieces,
     ---------
     customer  agreement  forms, and other similar  materials  pertaining to the
     Service and the Card for Company's  distribution to Prospective  Customers.
     Company  must not  advertise  or promote the Service and Card other than by
     the  distribution  of such  materials  and by telephone  conversations  and
     personal meetings with the owners and employees of Prospective Customers.

5.   REFERRAL FEES. Company will be entitled to receive referral fees during the
     -------------
     term of this Agreement as set forth on Exhibit A, which is attached  hereto
                                            ---------
     and  incorporated  herein by this reference,  except as otherwise  provided
     herein. If Company terminates the term of this Agreement, Company shall not
     be entitled to receive such referral fees after the term of this Agreement.
     Payments of such  referral fees will be made not later than the twenty (20)
     day of each month for the previous month's fees.

6.   CONFIDENTIAL INFORMATION.  All methods, procedures, requirements, and other
     ------------------------
     business and technical  information  disclosed to Company by Comdata during
     the term of this Agreement, whether in the Manual or otherwise,  constitute
     confidential  information  of  Comdata  and are  disclosed  to  Company  in
     confidence.  Company  must hold  such  confidential  information  in strict
     confidence,  take all  reasonable  precautions  to  prevent  the same  from
     reaching  third  persons,  not disclose the same to third  persons  without
     Comdata's prior written approval,  and make no other use of the same except
     to refer Prospective  Customers to Comdata.  Company  acknowledges that the
     originals and all copies, whether made by Comdata or Company, of the Manual
     and  all  other  writings  and  documents   containing  such   confidential
     information  are the  personal  property  of Comdata and agrees to promptly
     return  such  originals  and  copies  to  Comdata  upon the  expiration  or
     termination of the term of this Agreement.

7.   RELATIONSHIP  OF PARTIES.  Company must not represent or hold itself out as
     ------------------------
     an agent, legal  representative,  partner,  subsidiary,  joint venturer, or
     employee of Comdata or Issuing Bank.  Company has no right or power to bind
     or obligate  Comdata or Issuing Bank and must not bind or obligate  Comdata
     or Issuing Bank in any way, manner, or thing whatsoever, nor represent that
     Company has any right to do so. Company must not use any trademark, service
     mark, trade name, or other commercial  symbol of Comdata,  Issuing Bank, or
     CIRRUS OR Maestro in any manner.


<PAGE>
8.   NETWORK RULES AND  REGULATIONS.  Comdata and Company each acknowledges that
     ------------------------------
     this  Agreement  is subject  to and  governed  by the  bylaws,  rules,  and
     regulations of the CIRRUS AND MAESTRO Networks ("Network  Rules").  In case
     of any conflict  between the Network Rules and this Agreement,  the Network
     Rules will control,  and this  Agreement  will be deemed amended to conform
     with the Network Rules.

9.   TERM OF AGREEMENT.  The term of this Agreement shall be for a period of one
     -----------------
     (1) year,  commencing  as of the date set forth  above,  unless  terminated
     sooner as provided elsewhere in this Agreement.

10.  NON-ASSIGNMENT.  Company  must  not  assign,  transfer,  or  encumber  this
     --------------
     Agreement,  or any  right or  interest  herein or  hereunder,  or suffer or
     permit any such assignment,  transfer, or encumbrance to occur by operation
     of law.

11.  TERMINATION. The term of this Agreement will terminate automatically if (a)
     -----------
     either party  becomes  insolvent,  (b) the Networks  prohibit  Comdata from
     providing  services  related to the Card,  (c) Issuing  Bank ceases to be a
     Network Member,  (d) the term of the Agreement  between Comdata and Issuing
     Bank  pertaining  to the issue of Cards expires or  terminates,  or (e) the
     Networks prohibit this Agreement.

12.  NON-COMPETITION. During the term of this Agreement, Company must not engage
     ---------------
     in,  or  enter  the  employment  of,  or  render  services  to any  person,
     partnership,  association,  corporation,  or  other  entity  or  enterprise
     engaged in, any funds  distribution  service  featuring any cards which are
     competitive with the Card.

13.  ENTIRE  AGREEMENT.  This Agreement constitutes  the  entire  agreement  and
     -----------------
     understanding  of the  parties  hereto with  respect to the subject  matter
     hereof and supersedes all prior negotiations, commitments, representations,
     and undertakings of the parties with respect to such subject matter.

14.  AUDITS AND  REVIEWS. Comdata and Issuing Bank, and their designees have the
     -------------------
     right to conduct  procedural  audits and reviews at any time to assure that
     Company is in  compliance  with this  Agreement,  the  Manual,  the Network
     Rules, and all applicable laws and regulations.


<PAGE>
15.  WAIVERS.  The failure of Comdata to exercise  any right,  power,  or option
     -------
     give to it  hereunder  or to insist upon strict  compliance  with the terms
     hereof will not  constitute  a waiver of the terms and  conditions  of this
     Agreement with respect to any other subsequent  breach thereof nor a waiver
     of its right at any time thereafter to require exact and strict  compliance
     with all the terms and conditions hereof.

16.  APPLICABLE  LAW.  This  Agreement,  and the rights and  obligations  of the
     ---------------
     parties  hereto,  will be construed  under and in accordance with the local
     laws of the State of Tennessee without reference to the choice of law rules
     of such state.

17.  NOTICES. Any notice required to be given hereunder must be given in writing
     --------
     by personal  delivery,  or by certified or registered mail,  return receipt
     requested, directed to the party at its last know address.

18.  SEVERABILITY.  If any  provision of this  Agreement is declared  invalid or
     ------------
     inoperable  by any  court  or other  governmental  authority  of  competent
     jurisdiction,  such  finding  will not  invalidate  the  remainder  of this
     Agreement.

19.  MODIFICATION.  This Agreement cannot be modified except by a writing signed
     ------------
     by the parties.

20.  PARTIES  BOUND.  This Agreement will be binding on and inure to the benefit
     --------------
     of Comdata, including its successors and assigns.

   The parties hereunto have duly executed, sealed and delivered this Agreement,
   in duplicate,  on  the  applicable  day  and  year  which  appears  below.


COMPANY                                       COMDATA  NETWORK,  INC.
        --------------------------

By:                                           By:
   -------------------------------               -----------------------------

Title:                                        Title:
      ----------------------------                  --------------------------


<PAGE>
                                    EXHIBIT A
                                  REFERRAL FEES
                                  -------------

The  schedule  for the referral fees to which the Company is entitled to receive
is  as  follows:

The  referral  fee  will  begin  60 days from the first transaction date of each
account.  The  referral  fee  will be paid to customer each month by check.  The
referral fee for each account will remain in place for a period of one year from
the  initial  measurement  date.  The  referral  fee  will  be  as  follows:

APPLICATION                       GROSS  FEE           REFERRAL  FEE
-----------                       ----------           --------------
                                                       REBATE  AMOUNT
                                                       --------------
Load  Fee                         $     1.50           $          .25
Draft  Withdrawal                 $     1.50           $          .25
ATM  Withdrawal                   $     1.50           $          .25
ATM  Balance  Inquiry             $     1.50           $          .25
ATM  Transaction  Decline         $     1.50           $          .25
Maestro P.O.S. Debit Transaction  $     1.00           $          .10
Answer  Plus  Phone  Service      $     0.20/min.      $          .01


Customer  Initials:
                   --------------------
Date:
     ----------------------------------


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