ASSIGNMENT AND DELEGATION

Lessee:  UNIVERSAL MONEY CENTERS, INC.       Master Lease  10319      

THIS  ASSIGNMENT  AND  DELEGATION  MADE AS OF, by and  between  UNIVERSAL  MONEY
CENTERS, INC. ("Assignor"), Diebold, Incorporated ("Seller") and, Diebold Credit
Corporation ("Assignee").

WHEREAS,  Assignor  and Seller are parties to a Memorandum  of Agreement  dated,
September 2nd 1998, ("Agreement"), which provides, in part, for the installation
and/or sale of certain equipment ("Equipment") to Assignor; and

WHEREAS, Assignor and Assignee intends to enter into a Master Equipment Lease of
even date with respect to the Equipment ("Lease"); and

WHEREAS,  Assignor  intends to assign  certain of its  rights,  and to  delegate
certain  of its  obligations,  under  the  Agreement,  as set  forth  below,  to
Assignee; and

WHEREAS, Seller intends to consent to such assignment and delegation.

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties agree as follows:

(d)  ASSIGNMENT
Assignor  hereby assigns to Assignee,  Assignor's  right to purchase and receive
title to the Equipment pursuant to the Agreement.  All other rights of Assignor,
under the  Agreement,  are not  assigned to Assignee  and shall  continue to run
directly to Assignor,  provided,  that, upon  termination of the Lease,  for any
reason,  Assignor  shall assign to Assignee  all of  Assignor's  then  remaining
rights (if any) under the Agreement.

(d)  WARRANTIES
Nothing contained herein shall be deemed to assign,  modify, limit or expand the
rights, warranties, remedies, liabilities and/or any limitations of such rights,
warranties,  remedies and liabilities  contained in the Agreement,  and Assignor
shall  have no greater  rights,  warranties,  or  remedies  than those  provided
pursuant to the Agreement. Assignor acknowledges that Assignee is a wholly owned
subsidiary  of Seller,  and agrees  that  Assignee  shall have no  liability  to
Assignor as a result of any act or omission by Seller.

(d)  DELEGATION
Assignor  hereby  delegates to Assignee,  and Assignee hereby agrees to perform,
Assignor's  obligation  under the  Agreement to pay the  purchase  price for the
Equipment as set forth in the Agreement,  and any applicable  taxes as described
in Section 5 of the Agreement (the "Purchase Price"),  provided,  that, Assignee
receives a properly  executed  and  delivered  Certificate  of  Acceptance  with
respect to the Equipment  from Assignor in accordance  with the Lease.  Assignor
shall, at all times, be obligated to Seller to perform all of the obligations of
Assignor  pursuant  to the  Agreement,  other  than  the  obligation  to pay the
Purchase  Price.  Assignee  shall have no duty to perform any of the  Assignor's
obligations  under the Agreement,  other than the obligation to pay the Purchase
Price.

(d)  CONDITION SUBSEQUENT
If Assignor fails to deliver a Certificate of Acceptance to Assignee pursuant to
Section 2 of the Lease,  this  Assignment and  Delegation  shall become null and
void, and of no force or effect. In such event:

    (d) Assignor  shall  promptly  pay to Assignee  the aggregate  amount of all
        portions of the Purchase  Price  previously  paid to Seller by Assignee,
        plus  interest  at the rate of one and  one-half  percent  (1-1/2%)  per
        month,  (18% per annum) or such lesser  rate as may be the maximum  rate
        permitted under applicable law, calculated daily on the aggregate amount
        of such  previously paid portions of the Purchase Price from the date of
        payment by Assignee to Seller,  to the date of  repayment by Assignor to
        Assignee hereunder; and

    (b) the  delegation  set forth  at Section 3 shall be of no further  effect,
        and  Assignee  shall  have no  further  obligations  as a result of that
        delegation.


                                                                     Page 1 of 6
<PAGE>


(d)  CONSENT
Seller  hereby  consents  to the terms and  conditions  of this  Assignment  and
Delegation, provided, that:

    (d) This  Assignment  and  Delegation  shall not release  Assignor of any of
        its duties or  liabilities to Seller  pursuant to the Agreement,  except
        that if Assignor  executes and delivers a  Certificate  of Acceptance to
        Assignee pursuant to Section 2 of the Lease,  Assignor shall be relieved
        of its obligations to pay the Purchase Price; and

    (b) Seller shall  have  no liability to Assignee except to transfer title to
        Assignee upon payment of the Purchase Price.

(d)  GENEREAL
    (d) This  Assignment and  Delegation  constitutes the final agreement of the
        parties hereto with respect to the subject matter hereof, and supersedes
        all   previous   negotiations,    proposals,   commitments,    writings,
        advertisements,   publications   and   understandings   of  any   nature
        whatsoever.

    (b) Except as  specifically  provides  herein, any changes to the Assignment
        and Delegation  shall become  effective only if mutually  agreed upon in
        writing  by the  duly  authorized  representatives  of all  the  parties
        hereto.  This Assignment and delegation shall not be modified or amended
        or any rights of a party to it waived except by such a writing.

    (c) Section  headings  are  inserted for  convenience  only and shall not be
        used in any way to construe the terms of this Assignment and Delegation.

    (d) This  agreement shall  be of no effect until accepted by Assignee at its
        Corporate  Offices in Canton,  Ohio, and shall be governed and construed
        in accordance with the laws of the State of Ohio. Assignor consents,  in
        all  actions  and  proceedings  arising  from  this  agreement,  to  the
        exclusive  jurisdiction  of the Federal  District  Court of the Northern
        District of Ohio,  Eastern  Division,  or any State Court located within
        Stark County, Ohio.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment  and
Delegation to be duly executed as of the date first set forth above.

      DIEBOLD, INCORPORATED (Seller)      DIEBOLD CREDIT CORPORATION (Assignee)

By:    /s/ P.K. Gwich                      By:   /s/ Robert J. Warren
      ------------------------------            -------------------------------

Title: Contract Administration             Title: Vice President & Treasurer
      ------------------------------             ------------------------------

      UNIVERSAL MONEY CENTERS, INC. (Assignor)

By:    /s/ Pamela A. Glenn
      ------------------------------            -------------------------------

Title:  Vice President
      ------------------------------            -------------------------------


                                                                     Page 2 of 6
<PAGE>



                           DIEBOLD CREDIT CORPORATION
                                 LEASE SCHEDULE

      This Lease  Schedule is executed  pursuant  to the  subject  Master  Lease
Agreement  (Master  Lease),  the terms and conditions of which are  incorporated
herein by reference.

The equipment  described in the Schedule "A" hereto ("the  Equipment") is leased
pursuant  to the terms and  conditions  of this  Lease  Schedule  and the Master
Lease.

          Lessor:                            Lessee:
          DIEBOLD CREDIT CORPORATION         UNIVERSAL MONEY CENTERS, INC.
          5995 Mayfair Rd                    6800 SQUIBB RD
          North Canton, Oh. 44720            OVERLAND PARK, KS 66202

<TABLE>
<CAPTION>
                           Lease Schedule, Page 2 of 2
                  Master Lease No. 10319________Dated: 2/28/98

------------------------------------------------------------------------------------------------
 <S>               <C>       <C>                  <C>                  <C>          <C>     
 1. Sales Order    2. Term      3. Description    4. Domicile Location   5. Cost     6. Basic
      No.                                                                              Rent
------------------------------------------------------------------------------------------------

   0499-01265-11     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-12     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-13     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-14     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-15     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-16     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-17     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-18     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-19     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-20     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-21     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-22     60      CSP-200 ATM WITH TWO *                    $8,005.00    $$163.30
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
                                                  * To be provided by               $
                                                  Lessee at
                                                  installation.
------------------------------------------------------------------------------------------------
                             Side One
 DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio
                    44720; PHONE (330) 490-6900


                                                                                     Page 3 of 6
</TABLE>
<PAGE>


                           DIEBOLD CREDIT CORPORATION
                                 LEASE SCHEDULE


1.   Sales Order No.: This number will correspond to the Sales Agreement  signed
     by Customer and Diebold Inc. and assigned to Diebold Credit Corporation for
     payment.

2.   Term:  Will begin on the 1st day of the month following the acceptance date
     listed  on the  Schedule  "A" and will  continue  for the  number of months
     listed under that section.

3.   Description:  Briefly  describes  the  equipment  that is  itemized  on the
     Schedule "A"

4.   Domicile  Location:  The equipment  will be housed at this location  unless
     approved by lessor.

5.   Cost:  This is the investment  that is used to determine  Basic Rent and is
     taken from the Sales Agreement,  any changes  negotiated between Lessee and
     Manufacturer must be approved by lessor.

6.   Basic Rent:  Will be the monthly rental payments in the amount set forth in
     the Lease  Schedule or if  different,  the rent payment in the Schedule "A"
     and Acceptance Certificate will become the rental payment.


Additional Terms:
Theparties  agree  that this  lease is a  "finance  lease" as defined by Article
2A-103(g) of the Uniform Commercial Code.

Lessee  acknowledges  that it has either a) received,  reviewed and approved any
written supply contract from the manufacturer or supplier  ("Supplier") covering
the Equipment  purchased from Supplier by Lessor for lease to Lessee,  or b) has
been informed of the identity of the Supplier, that it may have rights under the
supply  contract,  and that Lessee may contact Supplier for a description of any
such rights.

This Lease  Schedule  will apply only to the Schedule  "A"  document  signed and
approved by Lessee.

                                    By execution  hereof,  the signer  certifies
                                    that  he/she  has  read,  accepted  and duly
                                    executed  this Lease  Schedule to the Master
                                    Lease Agreement on behalf of Lessee.


Lessor:  DIEBOLD CREDIT CORPORATION      Lessee:   UNIVERSAL MONEY CENTERS, INC.


By:    /S/ Robert J. Warren               By:   /s/ Pamela A. Glenn
      ------------------------------            -------------------------------

Title: Vice President & Treasurer         Title: Vice President
      ------------------------------             ------------------------------

Date:  10/05/98                           Date:  9-25-98
      ------------------------------             ------------------------------


                                    Side Two
    DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio 44720;
                              PHONE (330) 490-6900

                                                                     Page 4 of 6

<PAGE>


                           DIEBOLD CREDIT CORPORATION
                                 LEASE SCHEDULE

     This Lease  Schedule is  executed  pursuant  to the  subject  Master  Lease
Agreement  (Master  Lease),  the terms and conditions of which are  incorporated
herein by reference.  The  equipment  described in the Schedule "A" hereto ("the
Equipment")  is  leased  pursuant  to the  terms and  conditions  of this  Lease
Schedule and the Master Lease.

          Lessor:                            Lessee:
          DIEBOLD CREDIT CORPORATION         UNIVERSAL MONEY CENTERS, INC.
          5995 Mayfair Rd                    6800 SQUIBB RD
          North Canton, Oh. 44720            OVERLAND PARK, KS 66202

<TABLE>
<CAPTION>

                    Lease Schedule, Page 1 of 2
           Master Lease No. 10319________Dated: 2/28/98

------------------------------------------------------------------------------------------------
 <S>               <C>       <C>                  <C>                  <C>          <C>     
 1. Sales Order    2. Term      3. Description    4. Domicile Location   5. Cost     6. Basic
      No.                                                                              Rent
------------------------------------------------------------------------------------------------

   0499-01265-00     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-01     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-02     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-03     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-04     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-05     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-06     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-07     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-08     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-09     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
   0499-01265-10     60      CSP-100 ATM WITH TWO *                    $6,505.00    $$132.70
                             SIDEDILLUMINATED
                             TOPPERS
------------------------------------------------------------------------------------------------
                                                  * To be provided by               $
                                                  Lessee at
                                                  installation.
------------------------------------------------------------------------------------------------
                                    Side One
        DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio
                           44720; PHONE (330) 490-6900

                                                                                     Page 5 of 6
</TABLE>

<PAGE>


                           DIEBOLD CREDIT CORPORATION

                                 LEASE SCHEDULE


1.   Sales Order No.: This number will correspond to the Sales Agreement  signed
     by Customer and Diebold Inc. and assigned to Diebold Credit Corporation for
     payment.

2.   Term:  Will begin on the 1st day of the month following the acceptance date
     listed  on the  Schedule  "A" and will  continue  for the  number of months
     listed under that section.

3.   Description:  Briefly  describes  the  equipment  that is  itemized  on the
     Schedule "A"

4.   Domicile  Location:  The equipment  will be housed at this location  unless
     approved by lessor.

5.   Cost:  This is the investment  that is used to determine  Basic Rent and is
     taken from the Sales Agreement,  any changes  negotiated between Lessee and
     Manufacturer must be approved by lessor.

6.   Basic Rent:  Will be the monthly rental payments in the amount set forth in
     the Lease  Schedule or if  different,  the rent payment in the Schedule "A"
     and Acceptance Certificate will become the rental payment.


Additional  Terms:
The parties  agree  that this  lease is a "finance  lease" as defined by Article
2A-103(g) of the Uniform Commercial Code.

Lessee  acknowledges  that it has either a) received,  reviewed and approved any
written supply contract from the manufacturer or supplier  ("Supplier") covering
the Equipment  purchased from Supplier by Lessor for lease to Lessee,  or b) has
been informed of the identity of the Supplier, that it may have rights under the
supply  contract,  and that Lessee may contact Supplier for a description of any
such rights.


This Lease  Schedule  will apply only to the Schedule  "A"  document  signed and
approved by Lessee.

                                    By execution  hereof,  the signer  certifies
                                    that  he/she  has  read,  accepted  and duly
                                    executed  this Lease  Schedule to the Master
                                    Lease Agreement on behalf of Lessee.


Lessor:  DIEBOLD CREDIT CORPORATION      Lessee:   UNIVERSAL MONEY CENTERS, INC.


By:    /S/ Robert J. Warren               By:   /s/ Pamela A. Glenn
      ------------------------------            -------------------------------

Title: Vice President & Treasurer         Title: Vice President
      ------------------------------             ------------------------------

Date:  10/05/98                           Date:  9-25-98
      ------------------------------             ------------------------------