Exhibit 10.o


         AGREEMENT  dated as of December 10, 1998 between  VOLUMATIC LTD. Taurus
House,  Endemere Road, Coventry CV6 5PY, England  (hereinafter  "Volumatic") and
ATS  MONEY  SYSTEMS  INC.,  25  Rockwood  Place,  Englewood,  New  Jersey  07631
(hereinafter "ATS").

         WHEREAS,  ATS and Volumatic entered into a Distributor  Agreement dated
as of October  29,  1996,  pursuant  to which ATS was  appointed  the  exclusive
distributor in the U.S. of Omal Products (as defined in Section 3 below); and

         WHEREAS,  ATS and  Volumatic  desire to continue  the  relationship  in
accordance with the terms and conditions set forth in this Agreement.

         In consideration of the foregoing, the mutual covenants and obligations
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which is acknowledged, the parties hereto agree as follows:

         1.       PURPOSE.  The  purpose of this  Agreement  is to set forth the
respective  obligations and  responsibilities of ATS and Volumatic in continuing
their sales and marketing arrangement.

         2.       TERM. This Agreement, unless sooner terminated as provided for
herein, shall be for a term of five (5) years, commencing as of January 1, 1998.
The Agreement shall  automatically  renew for successive periods of one (1) year
each,  unless either party gives notice of termination to the other at least six
(6) months prior to the expiration of the then current term. Upon termination of
this  Agreement,  as  provided  for herein,  the  Six-Month  Restrictive  Period
referred to in Section 7.2.F. below shall apply.

         3.       PRODUCTS. The Volumatic products covered by this Agreement are
as follows ("OMAL Products"):

                  3.1 All Volumatic  electronic  scales equipped with a computer
interface that can be utilized for counting coin and currency including, but not
limited to, the OMAL MONEYTRONIC 2600;

                  3.2  Omal  Load  Cell  with  standard  PC  analog  to  Digital
conversion card; and

                  3.3 Any other Volumatic  products agreed to in writing between
the parties.

         4.       APPOINTMENT.

                  4.1  APPOINTMENT  OF ATS.  Subject to the  provisions  of this
Agreement, Volumatic hereby re-appoints ATS, and ATS accepts re-appointment,  as
the exclusive U.S. distributor for the OMAL Products.

                  4.2 END USER AND DEALER SALES. The  re-appointment of ATS as a
distributor shall be inclusive of direct sales to end users and sales to dealers
and/or VARs selected by ATS.

         5.       PRICING,  SHIPMENT,  DELIVERY  AND RISK OF LOSS.  The  selling
price to ATS for OMAL  Products,  as set  forth on  Schedule  A,  shall be valid
through  December 31, 1998.  Thereafter,  for calendar years subsequent to 1998,
Volumatic  shall be  entitled  to  increase  the  selling  price  each year by a
percentage equal to the average of (i) the percentage  increase in the published
retail inflation in the UK for the prior year; and (ii) the percentage  increase
in the Consumer Price Index (U.S.  City Average) - All Items for the prior year,
but in no event shall the increase for any year be more than 2% over the selling
price for the prior year.  If an index is not available or becomes  obsolete,  a
comparable index or its generally  recognized  successor index shall be used. In
no event  shall the  selling  prices of OMAL  Products to ATS be higher than the
most favorable  selling prices extended to any other Volumatic  distributor.  In
addition,  for larger sales or if special  circumstances  exist,  Volumatic will
consider granting ATS a discount.

         6.       ATS SALE OF OMAL PRODUCTS AND PAYMENT TERMS.

                  6.1 ATS SALE OF OMAL  PRODUCTS.  ATS will use its best efforts
         to  actively  promote  the  sale  of  Omal  Products  pursuant  to  the
         provisions  of this  Agreement.  For  purposes  of  construing  Section
         8.1.C., ATS' obligation to use its best efforts to actively promote the
         sale of Omal Products shall be considered a material  provision of this
         Agreement.


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                  6.2 PAYMENT  TERMS.  Payment terms for OMAL Products  shall be
         thirty (30) days net from receipt of equipment by ATS or its  nominated
         freight clearance agent at U.S. port of entry.

         7.       RESPONSIBILITIES, AUTHORITY AND LIMITATIONS OF THE PARTIES

                  7.1      ATS RESPONSIBILITIES, AUTHORITY AND LIMITATIONS.

                           A. ATS shall  make  reasonable  efforts  to  promote,
                  market and sell the Omal Products.

                           B. ATS will  cause  the  appropriate  members  of its
                  technical force and sales force to attend product training and
                  other  informational  seminars as Volumatic may make available
                  from time to time to familiarize  the ATS technical  force and
                  sales force with the OMAL Products.

                  7.2      VOLUMATIC     RESPONSIBILITIES.     AUTHORITY     AND
                  LIMITATIONS.

                           A. Volumatic  shall not sell or ship OMAL Products to
                  or for the use of other distributors,  dealers or end users in
                  the U.S. without ATS' prior written consent.

                           B.  In  the  event  Volumatic  makes  changes  in the
                  programming  of OMAL  Products  at the  request  of ATS,  such
                  changes  will  be not be  incorporated  in the  OMAL  Products
                  shipped to other distributors, dealers in the U.S.

                           C.  Volumatic  will  provide  product   training  and
                  informational materials to familiarize the ATS technical force
                  and sales force with OMAL Products at no cost to ATS.

                           D. With the exception of products sold to ATS for the
                  use of ATS'  customers  listed in  Schedule A annexed  hereto,
                  which products are warranted for sixty (60) months,  Volumatic
                  warrants  products sold to ATS for a period of thirty-six (36)
                  months.  During the warranty period,  Volumatic will repair or
                  replace defective parts or components at no cost to ATS.

                           E.  For  a  period  of  five  (5)   years   from  the
                  termination  of  this  Agreement  or  the  expiration  of  the
                  warranty,  whichever occurs last,  Volumatic agrees to provide
                  service for the OMAL Products  sold to ATS and ATS'  customers
                  at  Volumatic's   then  prevailing  price  for  said  service.
                  Notwithstanding  the  foregoing,  the price charged to ATS for
                  said  service  shall  not be  higher  than the most  favorable
                  service charges extended to any Volumatic distributor.

                           F. During the term of this Agreement and for a period
                  of six (6)  months  after the  termination  of this  Agreement
                  ("Six Month Restrictive  Period") neither party shall directly
                  or  indirectly  compete with the other.  Nothing  contained in
                  this  provision  shall prevent ATS from doing  business with a
                  customer that elects to purchase a product from a source other
                  than ATS  that is  competitive  with  Omal  Products.  If this
                  Agreement is terminated by either party for cause,  as defined
                  in Section 8.1 below, the Six Month  Restrictive  Period shall
                  not prevent the party that  terminated the Agreement for cause
                  from  selling  scales in  competition  with the party that was
                  terminated for cause.

         8.       TERMINATION.

                  8.1      TERMINATION.   Either   party  may   terminate   this
         Agreement upon notice at any time for cause. Cause shall exist where:

                           A. A party  attempts to assign this  Agreement or any
                  right  hereunder  without the other party's  written  consent,
                  except that  either  party may assign  this  Agreement  to any
                  successor  in  interest  of  all or  substantially  all of its
                  business without the prior consent of the other party; or

                           B. The  other  party  ceases to  function  as a going
                  concern  or conduct  its  operations  in the normal  course of
                  business, or a receiver for it is appointed or applied for, or
                  if it becomes  insolvent or if; under the  applicable  laws of
                  any state or  subdivision  thereof,  the other party is deemed
                  insolvent  or bankrupt or to be legally  obligated  to wind-up
                  its affairs and go into  liquidation or it makes an assignment
                  for the  benefit  of  creditors;  or


<PAGE>

                           C.  The  other  party  is in  default  of a  material
                  provision  of this  Agreement  and said  default  has not been
                  cured within ten (10) days after notice of a monetary  default
                  or thirty (30) days after notice of a non-monetary default; or

                           D.  Should  sales of OMAL  Products  pursuant to this
                  Agreement fall below (pound)250,000 in 1998, (pound)300,000 in
                  1999,   (pound)360,000   in  2000,   (pound)500,000  in  2002,
                  Volumatic may terminate  this  Agreement,  on ninety (90) days
                  notice to ATS, provided said notice is sent within thirty (30)
                  days after the close of a  calendar  year in which the sale of
                  OMAL Products fall below the prescribed level.

                  8.2      EFFECT OF  TERMINATION  AND  LIMITATION OF LIABILITY.
         Any  termination of this Agreement in accordance with the terms hereof,
         whether by expiration or otherwise,  shall not  constitute an unfair or
         abusive  termination  or create any  liability on the part of the party
         seeking  termination  to the other party which is not set forth in this
         Agreement. Upon the effectiveness of any termination of this Agreement,
         whether by expiration or otherwise, each party will return to the other
         all Proprietary Information (hereinafter defined) of the other party in
         its possession.

         9.       CONFIDENTIALITY.

                  9.1      PROPRIETARY INFORMATION. The parties acknowledge that
         in order to accomplish  the purpose of this Agreement they will have to
         make available to one another certain information,  which they view, as
         proprietary  and/or  confidential.  As used in this  Agreement the term
         "Proprietary  Information" shall mean (1) information of a confidential
         or  proprietary  nature  including,  but is not limited to, present and
         future products, plans and technology, market and customer information,
         strategies,  financial  documents,  organizational  information and any
         information   or   material   marked  or  noticed   "confidential"   or
         "proprietary,  whether  constituting a trade secret or not, and whether
         proprietary  or  not  which  is of  value  to  the  party  making  said
         information  available or (ii)  information  in tangible  form which is
         disclosed orally under the condition that it remain  confidential  and,
         within thirty (30) days following such  disclosure,  is summarized in a
         writing   delivered  from  the  disclosing   party  to  the  recipient.
         Proprietary Information shall not include information which:

                  A. is or has become  generally  available  to the public other
         than through breach of this Agreement;

                  B.  which  can be  demonstrated  to  have  been  known  to the
         recipient party prior to disclosure by the disclosing party;

                  C. which is lawfully  obtained by the recipient  from a source
         independent of the disclosing party, or

                  D. which is disclosed  under order of any court or in order to
         comply with any applicable law, regulation, rule or ordinance.

         Proprietary information, which, as between the parties hereto, is first
         known to ATS, shall be referred to as "ATS Proprietary Information",
         and "Volumatic Proprietary Information" shall refer to that Proprietary
         Information which, as between the parties hereto, is first known to
         Volumatic.

                  9.2.     NONDISCLOSURE BY ATS. ATS agrees to keep confidential
         and not to use or disclose any Volumatic Proprietary Information to any
         person or entity other than the  officers and  directors of ATS and its
         employees and agents  requiring such  information to either perform the
         obligations of ATS pursuant to this Agreement or to exercise any rights
         afforded ATS under this Agreement.

                  9.3.     NONDISCLOSURE BY VOLUMATIC.  Volumatic agrees to keep
         confidential and not to use or disclose any ATS Proprietary Information
         to  any  person  or  entity  other  than  the  officers  and  directors
         Volumatic,  and its employees or agents who require such information to
         perform  Volumatic  obligations under this Agreement or to exercise its
         rights under this Agreement.

                  9.4.     RETURN   OF   PROPRIETARY   INFORMATION.   Upon   the
         effectiveness  of  any  termination  of  this  Agreement,   whether  by
         expiration  or  otherwise,  each  party  will  return  to the other all
         Proprietary Information of the other party in its possession.


<PAGE>

         10.      INDEMNITY.  Volumatic  agrees to  defend,  hold  harmless  and
                  indemnify ATS of, from and against any charge of  infringement
                  of  any  patent,   copyright  or  other   proprietary,   right
                  ("Charge")  in  connection  with OMAL  Products  including any
                  liability,  damages,  expenses and costs (including reasonable
                  counsel fees).  ATS will  immediately  make Volumatic aware of
                  any such Charge and will allow Volumatic at its option to take
                  over the defense of that Charge at  Volumatic's  expense.  ATS
                  will not make any  prejudicial  statements  in relation to any
                  such  Charge  and  will  at  all  times  respect   Volumatic's
                  intellectual property rights related to the Omal Products.

         11.      MISCELLANEOUS.

                  11.1  INDEPENDENT  CONTRACTOR.  Neither this Agreement nor the
         performance contemplated hereby shall serve to create any joint venture
         or  partnership  between the  parties and neither  party shall make any
         representation  to the contrary to any third party. Each party shall be
         considered an independent contractor to the other.

                  11.2  INTERPRETATION.  The parties are equally responsible for
         the  preparation of this  Agreement and in any judicial  proceeding the
         terms hereof  shall not be more  strictly  construed  against one party
         than the other.

                  11.3  GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement and
         all amendments,  modifications,  alterations or supplements hereto, and
         the  rights of the  parties  hereunder,  shall be  construed  under and
         governed by the law5 of the State of Ohio.  Any dispute or  controversy
         related to this Agreement shall be submitted to JAMS/Endispute ("JAMS")
         for binding  arbitration by the  complaining  party  providing  written
         notice to JAMS and the other party. The arbitration shall take place in
         a location  mutually  agreed  upon by the  parties  and, if they cannot
         agree upon a location,  the arbitration shall take place in Cincinnati,
         Ohio.  The parties may agree on a retired judge from the JAMS panel for
         the binding arbitration. If they are unable to agree, JAMS will provide
         a list of three  available  judges in close  proximity  to the location
         where the  arbitration  will take place and each party may strike  one.
         The  remaining  judge will  serve as the  arbitrator.  Judgment  on the
         decision of the  arbitrator  may be entered in the highest court of any
         forum, federal or state, having jurisdiction.  The arbitrator shall set
         the  guidelines  for  discovery.  The cost for JAMS shall  initially be
         shared equally by the parties, with the prevailing party being entitled
         to recover its share of said cost from the other party.  The prevailing
         party  shall  also be  entitled  to  recover  its costs and  reasonable
         attorneys' fees. The parties specifically exclude the provisions of the
         United Nations  Convention on Contracts For the  International  Sale of
         Goods  (the  "Convention").  Without  limiting  the  generality  of the
         foregoing,   the  parties   acknowledge  that  the  provisions  of  the
         Convention  shall not apply to this Agreement or to the  interpretation
         or enforcement of this Agreement.

                  11.4  ASSIGNMENT AND INUREMENT.  Except as otherwise permitted
         herein,  neither ATS nor Volumatic shall transfer,  convey, sub license
         or  otherwise  assign  any  of  its  rights  or  delegate  any  of  its
         obligations  under this Agreement  without the prior written consent of
         the other party.  This Agreement may be assigned by either party to the
         successor,  whether by sale, merger or other business  combination,  to
         substantially all of the assets and business operations.  No assignment
         or delegation of obligations under this Agreement by either patty shall
         relieve the  assigning or delegating  party of any of its  obligations.
         This  Agreement  shall be binding  upon and inure to the benefit of the
         successors and permitted assigns of the parties hereto.

                  11.5  ENTIRE AGREEMENT.  This Agreement constitutes the entire
         agreement between the parties hereto with respect to the subject matter
         hereof  and shall not be  modified,  amended  or  terminated  except as
         herein provided or except by another  agreement in writing  executed by
         the parties hereto.  Without  limiting the generality of the foregoing,
         this Agreement is intended to supersede and replace the prior Agreement
         between the parties dated as of October 29, 1996.



<PAGE>

                  11.6  SEVERABILITY.  All  rights  and  restrictions  contained
         herein may be exercised and shall be applicable and binding only to the
         extent that they do not violate any applicable laws and are intended to
         be limited to the extent  necessary  so that they will not render  this
         Agreement  illegal,  invalid  or  unenforceable.  If any  provision  or
         portion  of any  provision  of  this  Agreement  not  essential  to the
         commercial  purpose  of this  Agreement  shall  be held to be  illegal,
         invalid or  unenforceable by the binding  arbitration,  as provided for
         herein,  or a court of competent  jurisdiction,  it is the intention of
         the parties that the  remaining  provisions  or portions  thereof shall
         constitute  their  agreement with respect to the subject matter hereof,
         and all such remaining  provisions or portions  thereof shall remain in
         full force and effect. To the extent legally permissible,  any illegal,
         invalid or unenforceable  provision of this Agreement shall be replaced
         by valid provision,  which will implement the commercial purpose of the
         illegal,  invalid  or  unenforceable  provision.  In the event that any
         provision essential to the commercial purpose of this Agreement is held
         to be  illegal,  invalid or  unenforceable  and cannot be replaced by a
         valid  provision  which will implement the  commercial  purpose of this
         Agreement,   this   Agreement  and  the  rights  granted  herein  shall
         terminate.

                  11.7  FORCE MAJEURE.  Any delays in, or failure of performance
         of any party to this Agreement shall not constitute  default hereunder,
         or give rise to any claim for damages,  if and to the extent  caused by
         occurrences  beyond the control of the party affected,  including,  but
         not  limited  to,  acts of God,  strikes  or  other  concerted  acts of
         workmen,  civil disturbances,  fires, floods,  explosions,  riots, war,
         rebellion,  sabotage,  acts of  governmental  authority  or  failure of
         governmental  authority  to issue  licenses  or  approvals  which maybe
         required.  If a Force  Majeure  event  occurs and said  event  prevents
         Volumatic from supplying ATS with required products for more than sixty
         (60) days,  ATS shall,  at its election,  be entitled to terminate this
         Agreement.  If a Force  Majeure event occurs that prevents a party from
         performing  any  material  obligation  under  this  Agreement  and said
         inability  to perform  continues  for a period of sixty (60) days,  the
         other  party,  at its  election,  shall be entitled to  terminate  this
         Agreement upon ten (10) days notice.

                  11.8  NOTICES. All notices,  statements,  payments and reports
         required or  contemplated  herein by one party to the other shall be in
         writing and delivered in person (obtaining a signed receipt) or sent by
         registered or certified mail return receipt requested, postage prepaid,
         or by commercial overnight courier service, and addressed as follows:

                           If to ATS:
                           ATS Money Systems, Inc.
                           25 Rockwood Place
                           Englewood, New Jersey 07 631
                           Attention: Gerard F. Murphy, President

                           Telecopier Number: 201-894-0958

                           If to Volumatic:

                           Volumatic Ltd.
                           Taurus House
                           Endemere Road
                           Coventry CV6 5PY
                           England
                           Attention: Michael Hamilton, Managing Director

                           Telecopier Number: 44 1203-638295


                  Either party hereto may change the address to which notices to
         such  party are to be sent by giving  notice to the other  party at the
         address and in the manner provided above. Any notice herein required or
         permitted to be given may he given, in addition to the manner set forth
         above,  by telex,  facsimile or cable,  provided  that the party giving
         such notice obtains  acknowledgment  by telex,  facsimile or cable that
         such notice has been received by the party to be notified.  Notice made
         in  this  manner   shall  be  deemed  to  have  been  given  when  such
         acknowledgment has been transmitted.


<PAGE>

                  11.9  MULTIPLE COUNTERPARTS. This Agreement may be executed in
         several counterparts,  all of which taken together shall constitute one
         single Agreement between the parties.

                  11.10 SECTION HEADINGS:  EXHIBITS.  The section and subsection
         headings used herein are for reference and convenience  only, and shall
         not  enter  into  the  interpretation  hereof.  The  schedules/exhibits
         referred to herein and attached are incorporated herein.

                  11.11 REQUIRED   APPROVALS.    Where   agreement,    approval,
         acceptance,  or consent by either party is required by any provision of
         this  Agreement,   such  action  shall  not  be  unreasonably  delayed,
         conditioned or withheld.

                  11.12 NO WAIVER.  No delay or omission by either  party hereto
         to exercise  any right or power  occurring  upon any  noncompliance  or
         default  by the other  party  with  respect to any of the terms of this
         Agreement  shall impair any such right or power or be construed to be a
         waiver thereof.  A waiver by either of the parties hereto of any of the
         covenants, conditions, or agreements to be performed by the other shall
         not he construed to be a waiver of any succeeding  breach thereof or of
         any covenant,  condition, or agreement herein contained.  Unless stated
         otherwise,  all  remedies  provided  for in  this  Agreement  shall  be
         cumulative  and in  addition  to and not in lieu of any other  remedies
         available to either party at law, in equity,  or  otherwise,  including
         the right to seek injunctive relief to prevent any breach or threatened
         breach of the provisions of this Agreement.

                  11.13 SURVIVAL. Any termination, cancellation or expiration of
         this  Agreement  notwithstanding,  provisions  of  this  Agreement  and
         obligations of the parties  hereunder which are intended to survive and
         continue shall so survive and continue.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized representatives, under seal, as of the day and
year first above written.

                                               VOLUMATIC LTD.

         Attest: ______________________        By: ___________________________

         Name: ________________________        Name: _________________________

         Title: _______________________        Title: ________________________


                                               ATS MONEY SYSTEMS, INC.

         Attest: ______________________        By: ___________________________

         Name: ________________________        Name: _________________________

         Title: _______________________        Title: ________________________

         The undersigned acknowledges that he has read the provisions of this
Agreement and agrees that: (a) he will comply with Volumatic's obligations with
respect to ATS Proprietary Information; and (b) during the term of this
Agreement and for a period of six (6) months after the termination of this
Agreement, he will not, directly or indirectly, compete with ATS.


----------------------------------
Michael James Cowling


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                                   SCHEDULE A
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SIXTY ( 60 ) MONTH WARRANTY PER 7.2D
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WENDY'S INTERNATIONAL INC (CORPORATE & FRANCHISEE)
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CONSOLIDATED STORES, COLUMBUS, OHIO
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US BEEF (ARBY'S FRANCHISEE)
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