NEGATIVE PLEDGE AGREEMENT

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Principal   Loan Date  Maturity   Loan No     Call Collateral Account Officer
$149,480.00 04-09-1998 04-01-2003 6717598-003  24    65175     CK

Initials
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References in the shaded area are for Lender's use only and do not limit the 
applicability of this document to any particular loan or item.
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Borrower:  UNIVERSAL MONEY CENTERS, INC.           (TIN:  Lender:  BANK 21
           43-1242819)                              ONE WEST WASHINGTON ST
           6800 SQUIBB ROAD, P.O. BOX 29153                     P.O. BOX 7
           SHAWNEE MISSION, KS  66201-9153                     CARROLL, MO
           64633-0007
================================================================================

THIS  NEGATIVE  PLEDGE   AGREEMENT   between   UNIVERSAL  MONEY  CENTERS,   INC.
("Borrower")  and BANK 21 ("Lender") is made and executed on the following terms
and conditions.  Borrower has received prior commercial loans from Lender or has
applied  to  Lender  for  a  commercial   loan  or  loans  and  other  financial
accommodations,  including  those  which  may be  described  on any  exhibit  or
schedule   attached   to  this   Agreement.   All  such   loans  and   financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and  collectively as the "Loans."  Borrower  understands and agrees that: (a) in
granting,  renewing,  or extending any Loan,  Lender is relying upon  Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (c) all such Loans shall
be and shall  remain  subject  to the  following  terms and  conditions  of this
Agreement.

TERM.  This Agreement shall be effective as of April 9, 1998, and shall continue
thereafter  until all  Indebtedness  of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

    Agreement.  The word "Agreement"  means this Negative Pledge  Agreement,  as
    this Negative Pledge Agreement may be amended or modified from time to time,
    together  with all exhibits and schedules  attached to this Negative  Pledge
    Agreement from time to time.

    Borrower.  The word "Borrower"  means  UNIVERSAL  MONEY CENTERS,  INC.. The
    word  "Borrower"  also  includes,  as  applicable,   all  subsidiaries  and
    affiliates  of  Borrower  as  provided   below  in  the  paragraph   titled
    "Subsidiaries and Affiliates."

    CERCLA. The word "CERCLA" means the Comprehensive  Environmental  Response,
    Compensation, and Liability Act of 1980, as amended.

    Collateral.  The word "Collateral" means and includes without limitation all
    property and assets granted as collateral  security for a Loan, whether real
    or  personal  property,  whether  granted  directly or  indirectly,  whether
    granted now or in the future,  and whether granted in the form of a security
    interest,  mortgage,  deed of trust,  assignment,  pledge, chattel mortgage,
    chattel trust,  factor's lien,  equipment  trust,  conditional  sale,  trust
    receipt,   lien,  charge,  lien  or  title  retention  contract,   lease  or
    consignment  intended as a security  device,  or any other  security or lien
    interest whatsoever, whether created by law, contract, or otherwise.

    ERISA. The word "ERISA" means the Employee  Retirement  Income Security Act
    of 1974, as amended.

    Event of Default.  The words  "Event of Default"  mean and include  without
    limitation  any of the Events of  Default  set forth  below in the  section
    titled "EVENTS OF DEFAULT."

    Grantor.  The word "Grantor" means and includes without  limitation each and
    all  of  the  persons  or  entities  granting  a  Security  Interest  in any
    Collateral for the Indebtedness,  including without limitation all Borrowers
    granting such a Security Interest.

    Guarantor.  The word  "Guarantor"  means and  includes  without  limitation
    each and all of the  guarantors,  sureties,  and  accommodation  parties in
    connection with any Indebtedness.

    Indebtedness.  The word "Indebtedness" means and includes without limitation
    all Loans,  together with all other  obligations,  debts and  liabilities of
    Borrower  to  Lender,  or any one or more of them,  as well as all claims by
    Lender  against  Borrower,  or any  one or  more  of  them;  whether  now or
    hereafter  existing,  voluntary or involuntary,  due or not due, absolute or
    contingent,  liquidated  or  unliquidated;  whether  Borrower  may be liable
    individually or jointly with others;  whether Borrower may be obligated as a
    guarantor, surety, or otherwise; whether recovery upon such Indebtedness may
    be or hereafter may become barred by any statute of limitations; and whether
    such Indebtedness may be or hereafter may become otherwise unenforceable.

    Lender.  The word "Lender" means BANK 21, its successors and assigns.

    Loan. The word "Loan" or "Loans" means and includes  without  limitation any
    and all  commercial  loans  and  financial  accommodations  from  Lender  to
    Borrower,   whether  now  or  hereafter  existing,  and  however  evidenced,
    including  without  limitation  those  loans  and  financial  accommodations
    described  herein or described  on any exhibit or schedule  attached to this
    Agreement from time to time.

    Note.  The word "Note"  means and  includes  without  limitation  Borrower's
    promissory note or notes, if any, evidencing  Borrower's Loan obligations in
    favor of Lender, as well as any substitute,  replacement or refinancing note
    or notes therefor.

    Related  Documents.  The words "Related  Documents" mean and include without
    limitation  all  promissory  notes,  credit  agreements,   loan  agreements,
    environmental agreements,  guaranties, security agreements, mortgages, deeds
    of trust, and all other instruments,  agreements and documents,  whether now
    or hereafter existing, executed in connection with the Indebtedness.

    Security Agreement.  The words "Security Agreement" mean and include without
    limitation any agreements, promises, covenants, arrangements, understandings
    or  other  agreements,  whether  created  by law,  contract,  or  otherwise,
    evidencing, governing, representing, or creating a Security Interest.

    Security  Interest.  The words "Security  Interest" mean and include without
    limitation any type of collateral  security,  whether in the form of a lien,
    charge,  mortgage,  deed of trust,  assignment,  pledge,  chattel  mortgage,
    chattel trust,  factor's lien,  equipment  trust,  conditional  sale,  trust
    receipt, lien or title retention contract,  lease or consignment intended as
    a  security  device,  or any other  security  or lien  interest  whatsoever,
    whether created by law, contract, or otherwise.


<PAGE>

04-09-1998                   NEGATIVE PLEDGE AGREEMENT                    Page 2
Loan No. 6717598-0003              (Continued)
================================================================================

    SARA. The word "SARA" means the Superfund  Amendments  and  Reauthorization
    Act of 1986 as now or hereafter amended.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any Indebtedness exists:

    Organization.  Borrower is a corporation  which is duly  organized,  validly
    existing,  and in good standing under the laws of the State of Kansas and is
    validly  existing  and in good  standing in all states in which  Borrower is
    doing  business.  Borrower  has the  full  power  and  authority  to own its
    properties and to transact the  businesses in which it is presently  engaged
    or  presently  proposes  to engage.  Borrower  also is duly  qualified  as a
    foreign  corporation  and is in good  standing  in all  states  in which the
    failure to so qualify would have a material adverse effect on its businesses
    or financial condition.

    Authorization.  The execution,  delivery,  and performance of this Agreement
    and all  Related  Documents  by  Borrower,  to the  extent  to be  executed,
    delivered  or  performed  by  Borrower,  have  been duly  authorized  by all
    necessary action by Borrower;  do not require the consent or approval of any
    other person, regulatory authority or governmental body; and do not conflict
    with,  result in a  violation  of,  or  constitute  a default  under (a) any
    provision of its articles of incorporation or  organization,  or bylaws,  or
    any  agreement or other  instrument  binding  upon  Borrower of (b) any law,
    governmental regulation, court decree, or order applicable to Borrower.

    Financial  Information.  Each  financial  statement of Borrower  supplied to
    Lender truly and completely  disclosed  Borrower's financial condition as of
    the date of the statement,  and there has been no material adverse change in
    Borrower's  financial  condition  subsequent  to the date of the most recent
    financial statement supplied to Lender.  Borrower has no material contingent
    obligations except as disclosed in such financial statements.

    Legal Effect.  This Agreement  constitutes,  and any instrument or agreement
    required  hereunder to be given by Borrower when delivered will  constitute,
    legal,  valid  and  binding  obligations  of  Borrower  enforceable  against
    Borrower in accordance with their respective terms.

    Properties.  Except  as  contemplated  by this  Agreement  or as  previously
    disclosed in Borrower's  financial statements or in writing to Lender and as
    accepted  by  Lender,  and  except  for  property  tax  liens  for taxes not
    presently  due and  payable,  Borrower  owns  and has  good  title to all of
    Borrower's properties free and clear of all Security Interests,  and has not
    executed any security  documents  or financing  statements  relating to such
    properties.  All of Borrower's  properties  are titled in  Borrower's  legal
    name, and Borrower has not used, or filed a financing  statement  under, any
    other name for at least the last five (5) years.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

    Transfer and Liens. Fail to continue to own all of Borrower's assets, except
    for routine transfers, use or depletion in the ordinary course of Borrower's
    business.  Borrower  agrees  not to  create or grant to any  person,  except
    Lender, any lien, security interest,  encumbrance, cloud on title, mortgage,
    pledge  or  similar  interest  in any of  Borrower'  property,  even  in the
    ordinary course of Borrower's business. Borrower agrees not to sell, convey,
    grant,  lease,  give,  contribute,  assign,  or  otherwise  transfer  any of
    Borrower's  assets,  except for sales of inventory or leases of goods in the
    ordinary course of Borrower's business.

    Continuity   of   Operations.   (a)  Engage  in  any   business   activities
    substantially  different than those in which Borrower is presently  engaged,
    (b) cease operations,  liquidate,  merge,  transfer,  acquire or consolidate
    with any other  entity,  change  ownership,  change  its name,  dissolve  or
    transfer or sell Collateral out of the ordinary course of business,  (c) pay
    any  dividends  on  Borrower's  stock (other than  dividends  payable in its
    stock),  provided,  however that notwithstanding the foregoing,  but only so
    long as no Event of Default has occurred and is  continuing  or would result
    from the payment of dividends,  if Borrower is a "Subchapter S  Corporation"
    (as defined in the Internal Revenue Code of 1986, as amended),  Borrower may
    pay cash  dividends  on its stock to its  shareholders  from time to time in
    amounts  necessary to enable the  shareholders  to pay income taxes and make
    estimated income tax payments to satisfy their liabilities under federal and
    state law  which  arise  solely  from  their  status  as  Shareholders  of a
    Subchapter S  Corporation  because of their  ownership of shares of stock of
    Borrower,  or (d)  purchase or retire any  Borrower's  outstanding  share or
    alter or amend Borrower's capital structure.

    Loans, Acquisitions and Guaranties.  (a) Loan, invest in or advance money or
    assets, (b) purchase, create or acquire any interest in any other enterprise
    or entity,  or (c) incur any obligation as surety or guarantor other than in
    the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  of any
Guarantor  has with Lender;  (b) Borrower or any  Guarantor  becomes  insolvent,
files a  petition  in  bankruptcy  or  similar  proceedings,  or is  adjudged  a
bankrupt;  (c) there occurs a material  adverse  change in Borrower's  financial
condition,  in the financial condition of any Guarantor,  or in the value of any
Collateral  securing  any Loan;  (d) any  Guarantor  seeks,  claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure,  even
though no Event of Default shall have occurred.

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  coveys,  delivers,  pledges,  and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future,  excluding  however all IRA and Keogh accounts,
and all trust  accounts  for which the  grant of a  security  interest  would be
prohibited  by law.  Borrower  authorizes  Lender,  to the extent  permitted  by
applicable law, to charge or setoff all sums owing on the  Indebtedness  against
any and all such accounts.

EVENTS  OF  DEFAULT.  Each  of the  following  shall  constitute  an  Event  of
Default under this Agreement:

    Default on  Indebtedness.  Failure of Borrower to make any payment when due
    on the Loans.

    Other  Defaults.  Failure of Borrower to comply with or to perform when due
    any  other  term,  obligation,  covenant  or  condition  contained  in this
    Agreement.

    False  Statements.  Any  warranty,   representation  or  statement  made  or
    furnished  to Lender by or on behalf of Borrower  or any Grantor  under this
    Agreement or the Related  Documents is false or  misleading  in any material
    respect at the time made or furnished, or becomes false or misleading at any
    time thereafter.

    Defective Collateralization.  This Agreement or any of the Related Documents
    ceases to be in full force and  effect  (including  failure of any  Security
    Agreement to create a valid and perfected Security Interest) at any time and
    for any reason.


<PAGE>

04-09-1998                   NEGATIVE PLEDGE AGREEMENT                    Page 3
Loan No. 6717598-0003              (Continued)
================================================================================

    Insolvency.  The  dissolution or  termination  of Borrower's  existence as a
    going  business,  the insolvency of Borrower,  the appointment of a receiver
    for any part of  Borrower's  property,  any  assignment  for the  benefit of
    creditors,  any  type  of  creditor  workout,  or  the  commencement  of any
    proceeding under any bankruptcy or insolvency laws by or against Borrower.

    Creditor  or  Forfeiture   Proceedings.   Commencement   of  foreclosure  or
    forfeiture   proceedings,   whether  by  judicial   proceeding,   self-help,
    repossession or any other method, by any creditor of Borrower,  any creditor
    of any Grantor against any collateral  securing the Indebtedness,  or by any
    governmental  agency. This includes a garnishment,  attachment or levy on or
    of any of Borrower's deposit accounts with Lender.

    Events Affecting Guarantor.  Any of the preceding events occurs with respect
    to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
    incompetent, or revokes or disputes the validity of, or liability under, any
    Guaranty of the Indebtedness.  Lender, at its option,  may, but shall not be
    required to, permit the  Guarantor's  estate to assume  unconditionally  the
    obligations  arising under the guaranty in a manner  satisfactory to Lender,
    and, in doing so, cure the Event of Default.

    Change in Ownership.  Any change in ownership of twenty-five  percent (25%)
    of more or the common stock of Borrower.

    Adverse Change.  A material  adverse change occurs in Borrower's  financial
    condition,  or Lender  believes the prospect of payment or  performance  of
    the Indebtedness is impaired.

    Insecurity.  Lender, in good faith, deems itself insecure.

    Right to Cure.  If any  default,  other than a Default on  Indebtedness,  is
    curable and if Borrower or Grantor, as the case may be, has not been given a
    notice of a similar default within the preceding twelve (12) months,  it may
    be cured  (and no Event of  Default  will  have  occurred)  if  Borrower  or
    Grantor,  as the case may be,  after  receiving  written  notice from Lender
    demanding cure of such default: (a) cures the default within twenty one (21)
    days;  or  (b) if  the  cure  requires  more  than  twenty  one  (21)  days,
    immediately  initiates  steps which Lender deems in Lender's sole discretion
    to be sufficient to cure the default and thereafter  continues and completes
    all reasonable and necessary steps sufficient to produce  compliance as soon
    as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will  terminate  and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an  obligation  or of any  Grantor  shall not affect  Lender's  right to
declare a default and to exercise its rights and remedies.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING  REPAYMENT OF A DEBT  INCLUDING  PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT  ENFORCEABLE.  TO  PROTECT  YOU  (BORROWER(S))  AND US  (CREDITOR)  FORM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED IN THIS  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE PROVISION OF THIS  NEGATIVE  PLEDGE
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT IS DATED AS OF
APRIL 9, 1998.


BORROWER:

UNIVERSAL MONEY CENTERS, INC.


By:/s/ Dave A. Windhorst               By: /s/ Pamela A. Glenn                 
   ____________________________        _______________________________
   DAVE A. WINDHORST, PRESIDENT        PAMELA A GLENN, SECRETARY


LENDER:

BANK 21

By:/s/ Bank 21
   ____________________________                            
   Authorized Officer