EXHIBIT 10.(i)

			ATS MONEY SYSTEMS, INC.  

			1995 DIRECTOR STOCK PLAN

 1.  Purpose; Construction. The purpose of the ATS
MONEY SYSTEMS, INC. 1995 Director Stock Plan (the "Director
Stock Plan") is to advance the interest of ATS MONEY SYSTEMS,
INC. ("ATS") or any subsidiary that now exists or hereafter is
organized or acquired by ATS (ATS and such subsidiaries
collectively referred to as the "Company") by inducing persons
of outstanding ability and potential to join and remain with ATS
as directors, by encouraging and enabling such directors to
acquire a proprietary interest in ATS and by providing the
participating Non-Employee Directors with an additional
incentive to promote the success of the Company. The provisions
of the Director Stock Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as now or hereafter
construed, interpreted and applied by regulations, rulings and
cases, and shall be interpreted in a mariner consistent with the
requirements thereof.

2.   Definitions. As used in this Director Stock Plan,
the following words and phrases shall have the meanings
indicated:

(a)  "Board" means the Board of Directors of ATS.

(b)  "Cause" means (a) any act of fraud or intentional
misrepresentation, or (b) any act of embezzlement,
misappropriation or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of
the Company, or (c) the conviction of the Grantee for any felony.

(c)  "Change of Control" means an event in which:

(i)  any "person", as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than (1) the Company,
(2) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or (3) any corporation.
owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership
of Common Stock), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing a majority
of the combined voting power of the Company's then outstanding
voting securities; (ii)during any period of not more than two
consecutive years, not including any period prior to November 1,
1995, individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (i),
(iii), or (iv) of this definition) whose election by the Board
or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (213) of the directors
then still in office who either were directors at the beginning
of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority thereof;

(iii)  the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving or parent entity) more than 50% of
the combined voting power of the voting securities of the
Company or such surviving or parent entity outstanding
immediately after such merger or consolidation or (B) a merger
or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquired a
majority of the combined voting power of the Company's then
outstanding securities; or

(iv) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all
of the Company's assets (or any transaction having a similar
effect).

(d)  "Code" means the Internal Revenue Code of 1986,
as amended.

(e)  "Committee" means the committee appointed by the
Board to administer the Plan

(f)  "Common Stock" means the common stock, par value
$.001 per share, of ATS

(g)  "Disability" means the Grantee's inability to
perform the Grantee's customary services by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve
(12) months.

(h)  "Fair Market Value" per share as of a particular
date means the last reported sale price of the Common Stock
regular way on such day or, in case no such reported sale takes
place on such day, the average of the reported closing bid and
asked prices regular way on such day, in either case on the New
York Stock Exchange or, if the Common Stock is not listed or
admitted t0 trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on
any national securities exchange, on the NASDAQ National Market
System or, if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on such
National Market System, the average of the closing hid and asked
prices in the over-the-counter market as furnished by any New
York Stock Exchange member firm selected from time to time by
ATS for that purpose.  If the Common Stock is not listed or
admitted to trading on any national securities exchange, quoted
on such National Market System or listed in any list of bid and
asked prices in the over-the-counter market, "Fair Market Value"
shall mean the value of the Common Stock as determined in good
faith by the Committee.

(i)  "Grantee" means a Non-Employee Director who has
been granted Common Stock or an Option under the Director Stock
Plan.

(j)  "Non-Employee Director" means a member of the
Board of ATS who is not an employee of the Company.

(k)  "Option" means a grant to a Grantee of an option
to purchase shares of Common Stock.

(I)  "Retirement" means the termination of service as
a member of the Board by a Non-Employee Director that occurs (i)
after having served as a member of the Board for at least 10
years and (ii) other than for Cause.

(m)  "Stock Grant" means a grant to a Grantee of
shares of Common Stock.

(n)  "Trading Day" means, with respect to the Common
Stock, each Monday, Tuesday, Wednesday, Thursday and Friday,
other than any day on which securities are not traded on the
exchange or market on which the Common Stock is traded.

3.   Administration.  The Director Stock Plan shall be
administered by the Committee, and is intended to satisfy the
provisions of Rule 16b-3 under the Exchange Act or any successor
thereof

The Committee shall have the powers vested in it by
the terms of the Director Stock Plan, such powers to include the
authority to prescribe the form of the agreements embodying
awards of Options and Common Stock made under the Director Stock
Plan  The Committee shall, subject to and not inconsistent with
the express provisions of the Director Stock Plan, have the
authority to administer the Director Stock Plan and to exercise
all the powers and authorities either specifically granted to it
under the Director Stock Plan or necessary or advisable in the
administration of the Director Stock Plan, including, without
limitation, the authority to prescribe, amend and rescind rules
and regulations relating to the Director Stock Plan; and to make
all other determinations deemed necessary or advisable for the
administration of the Director Stock Plan.

The Committee may delegate to one or more of its
members or t0 one or more agents such administrative duties as
it may deem advisable, and the Committee or any person to whom
it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the
Committee or such person may have under the Director Stock Plan.

The Board shall fill all vacancies, however caused,
in the Committee, may from time to time appoint additional
members to the Committee, and may at any time remove one or more
Committee members and substitute others  One member of the
Committee shall he selected by the Board as chairman. The
Committee shall hold its meetings at such times and places as it
shall deem advisable All determinations of the Committee shall
be made by a majority of its members either present in person or
participating by conference telephone at any meeting or by
written consent.  The Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it
shall deem advisable, and shall keep minutes of its meetings.

No member of the Board or Committee shall be liable
for any action taken or determination made in good faith with
respect to the Director Stock Plan or any Option or Common Stock
granted hereunder.

4.    Eligibility. Each member of the Board who is a
Non-Employee Director shall be granted Common Stock and Options
in accordance with Sections 6 and 7 hereof The adoption of this
Director

Stock Plan shall not be deemed to give any
Non-Employee Director any right to be granted Common Stock or an
Option to purchase shares of Common Stock, other than in
accordance with the terms of this Director Stock Plan.

5.    Common Stock Subject to the Director Stock Plan. 
The stock subject to Stock Grants or grants of Options shall be
shares of Common Stock. Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or
that may be reacquired by ATS. The maximum number of shares of
Common Stock as to which grants of stock or Options may be
granted from time to time under the Director Stock Plan shall
not exceed 150,000-  The limitation established by The preceding
sentence shall he subject to adjustment as provided in Section
7(h) hereof.

In the event that any outstanding Option under the
Director Stock Plan should for any reason expire, be canceled or
he terminated without having been exercised in frill, the shares
of Common Stock allocable to the unexercised portion of such
Option shall (unless the Director Stock Plan shall have been
terminated) become available for subsequent grants of Options
under the Director Stock Plan.

6.   Grants of Common Stock and Options. Common Stock
and Options shall be granted in the following manner:

(a)  INITIAL GRANTS. On October 31, 1995 (the "Initial
Grant Date"), each Non-Employee Director as of such date (a
"Current Director") shall be granted automatically, without
action by the Committee, 10,000 shares of Common Stock.

(b)  GRANTS TO NEW NON-EMPLOYEE DIRECTORS.  Each
Non-Employee Director (a "New Director") who, alter the Initial
Grant Date, is elected to the Board for the first time by the
shareholders of ATS at any special or annual meeting of
shareholders shall, at the time such Non-Employee Director is
elected and duly qualified, be granted automatically, without
action by the Committee, 10,000 shares of Common Stock.

(c)  ANNUAL GRANTS TO NON-EMPLOYEE DIRECTORS.
Immediately following the election of directors at the annual
meeting of stockholders, beginning in 1996, each Current
Director who is a Non-Employee Director on such dare, shall be
granted automatically, without action by the Committee, an
Option to purchase 5,000 shares of Common Stock. In addition,
Immediately following the election of directors at the annual
meeting of shareholders subsequent to the election of any New
Director, such New Director, if he or she is a Non-Employee
Director on such date, shall he granted automatically, without
action by the Committee, an Option to purchase 5,000 shares of
Common Stock.

7.   Terms and Conditions of Options. Each Option
granted pursuant to the Director Stock Plan shall be evidenced
by a written agreement (the "Agreement") between ATS and the
Grantee in such form as the Committee shall prescribe from time
to time, which Agreement shall comply with and be subject to the
following terms and conditions:

(a)  TYPE OF OPTION. Each Option granted under the
Director Stock Plan shall be a "nonqualified stock option" which
is not qualified under Section 422 of the Code

(b)  OPTION PRICE.  The Option Price of each Option
granted under the Director Stock Plan shall be equal to one
hundred percent (100%) of the Fair Market Value of the shares of
Common Stock subject to such Option on the date of grant
thereof- The Option Price shall be subject to adjustment as
provided in Section 7(h) hereof.

(c)  MEDIUM AND TIME OF PAYMENT. The Option Price
shall he paid in full, at the time of exercise, in certified or
bank check or cash.

(d)  TERM AND EXERCISE OF OPTIONS. Options granted
under the Director Stock Plan shall be exercisable as to
thirty-three and one-third percent (331/3%) of the shares
subject thereto on the date of grant and shall become
exercisable as to an additional thirty-three and onethird
percent (331~~%) of the shares subject thereto on each of the
first and second anniversaries of such date of grant if the
Grantee continues to be a Non-Employee Director on each of such
dates. An Option shall be execrable for a period of ten (10)
years from the date of grant of such Option: provided, however,
that the exercise period shall be subject to earlier termination
as provided in Sections 7(e) and 7(f) hereof- An Option may be
exercised, as to any or all full shares of Common Stock as to
which the Option has become exercisable, at any tune prior to
expiration: provided that, in no case may an Option be exercised
as to less than one hundred (100) shares of Common Stock at any
one time (or the remaining shares covered by the Option if less
than one hundred (100) shares of Common Stock). An Option shall
be exercised by the delivery by the holder thereof, of written
notice of such exercise to ATS at its principal office
(attention of the Secretary).

(e)  TERMINATION. Except as provided in this Section
7(e) and in Section 7(f) hereof, an Option may not be exercised
unless the Grantee is then in service as a director of the
Company and unless the Grantee has remained continuously in such
service as a director since the date of grant of the Option. In
the event that the service of a Grantee as a director shall
terminate (other than by reason of Retirement, death or
Disability), all Options of such Grantee that are exercisable at
the time of such termination may, unless earlier terminated in
accordance with their terms, be exercised within six months
after such termination; provided, however, that if the service
of a Grantee as a director of the Company shall terminate for
Cause, all Options theretofore granted to such Grantee, shall,
to the extent not theretofore exercised, terminate immediately
upon such termination of employment Nothing in the Director
Stock Plan or in any Agreement shall confer upon an individual
any right to continue in service as a director of the Company or
interfere in any way with the right of the Company to terminate
such service.

(f) RETIREMENT, DEATH OR DISABILITY OF GRANTEE. If a
Grantee shall the while in service as a director of the Company
or within three (3) months after the termination of such
Grantee's service, other than for Cause, or if the Grantee's
service as a director shall terminate by reason of Disability or
Retirement, all Options theretofore granted to such Grantee (to
the extent otherwise exercisable at the time of death or
termination of service) may, unless earlier terminated in
accordance with their terms, be exercised by the Grantee or by
the Grantee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by
reason of the Retirement, death or Disability of the Grantee, at
any time within  two years after the date of retirement, death
or Disability of the Grantee.

(g)  NONTRANSFERABILITY OF OPTIONS.  Options granted
under the Director Stock Plan shall not be transferable
otherwise than by will or by the laws of descent and
distribution, and Options may be exercised, during
the lifetime of the Grantee, only by the Grantee or by his or
her guardian or legal representative.

(h) EFFECT OF CERTAIN CHANGES. In the event of any
extraordinary dividend, stock dividend, recapitalization,
merger, consolidation, stock split, warrant or rights issuance,
or combination or exchange of such shares, or other similar
transactions, the number of shares of Common Stock available for
awards, the number of such shares covered by outstanding awards,
and the price per share of Options shall be equitably adjusted
by the Committee reflect such event and preserve the value of
such awards; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.  If while
unexercised Options remain outstanding under the Director Stock
Plan, there is a Change in Control of ATS, all Options shall be
exercisable in full, whether or not otherwise exercisable  In
the event of a change in the Common Stock of ATS as presently
constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Director Stock Plan. To the
extent that the foregoing adjustments relate to stock or
securities of ATS, such adjustments shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive Except as heretofore expressly provided
in this Section 7(h), the Grantee shall have no rights by reason
of any subdivision or consolidation of shares of stock of any
class or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger or spin-off of
assets or stock of another corporation; and any issue by ATS of
shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to the Option.
The grant of an Option pursuant to the Director Stock Plan shall
not affect in any way the right or power of ATS to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structures or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or part of
its business or assets.

(i)  RIGHTS AS A STOCKHOLDER. A Grantee or a
transferee of an Option shall have no rights as a stockholder
with respect to any shares covered by the Option until the date
of the issuance of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior
to the date such stock certificate is issued, except as provided
in Section 7(h) hereof.

(j)  OTHER PROVISIONS. Except as specifically
determined by the Committee, the Director Stock Plan and the
Agreements authorized thereunder shall contain such other
provisions, including, without limitation, the imposition of
restrictions upon the exercise of an Option, as shall be
required to cause the Director Stock Plan to at all times comply
with the requirements of Rule 16b-3 under the Exchange Act or
any successor thereof.

8.   Agreement by Grantee Regarding Withholding Taxes.
If the Committee shall so require, as a condition of exercise,
each Grantee shall agree that the Company may defer making
payment of or delivery of any benefits under the Director Stock
Plan until satisfactory arrangements have been made for the
payment of any tax attributable to any amounts payable with
respect to Common Stock granted under the Director Stock PlanThe
Company is authorized to take any action as the Committee may
deem advisable to enable the Company and the Grantee to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any award under the Director Stock Plan.
This authority shall include authority to withhold or receive
stock or other property and to make cash payments in respect
thereof in satisfaction of the Grantee's tax obligations.

9.    Amendment and Termination of the Director Stock
Plan. The Board at any time and from time to time may suspend,
terminate, modify or amend the Director Stock Plan; provided,
however, the Director Stock Plan shall not be amended more than
once during any six (6) month period other than to comply with
changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules or regulations thereunder. 
Except as provided in Section 7 hereof, no suspension,
termination. modification or amendment of the Director Stock
Plan may adversely affect any Option previously granted, without
the express written consent of the Grantee.

10.  Approval by Stockholders. The Director Stock Plan
shall be subject to the approval by the affirmative vote of a
majority of the shares of Common Stock represented at the 1993
Annual Meeting of Stockholders of ATS and entitled to vote
thereon. In the event such stockholder approval is not received
within the stated period of time, then upon such event, the
Director Stock Plan and all rights hereunder shall immediately
terminate, no Grantee (or any permitted transferee thereof)
shall have any remaining rights under the Director Stock Plan
and any Agreement entered into in connection herewith shall
become null and void.

11.  Effect of Headings  The section and subsection
headings contained herein are for convenience only and shall not
affect the construction hereof.

12.   Governing Law.  The Director Stock Plan and all
determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of New Jersey without giving
effect to conflict of laws principles thereof.

13.   Effective Date of Director Stock Plan  The
Director Stock Plan shall be effective upon the approval of the
Director Stock Plan by the stockholders of ATS as provided in
Section 10 hereof, and shall terminate on the tenth anniversary
thereof, unless sooner terminated in accordance with Section 9
hereof No Options or Common Stock may be granted under the
Director Stock Plan on or after October 31, 2005, but Options
theretofore granted may extend beyond such date.