Exhibit  A

                            COMDATA PAYMENT SERVICES

                       EXPRESS CASH STATEMENT OF SERVICES
                       ----------------------------------
                      (CARDHOLDER AGREEMENT AND DISCLOSURE)

This Comdata Express Cash Cardholder Agreement and funds distribution disclosure
(the  "Agreement")  covers  both  your rights and the rights of Comdata Network,
Inc.  ("Comdata"),  its  affiliates  and  representatives  relating  to: (a) the
issuance  to,  and  use  by,  you  of  Comdata's  proprietary Comcheks card (the
"Card");  (b)  direct  transfers  of your payroll payments or other recurring or
periodic  payments  of  an  electronic nature to an account established for your
benefit  which  may  be used or accessed by your Card; and (c) Card transactions
(i)  at  automated  teller  machines  (individually,  an  "ATM"),  (ii) approved
point-of-sale  merchant  locations ("POS"), (iii) resulting in the issuance of a
Comcheck  draft, (iv) long distance services and (v) other approved uses for the
Card.

By  accepting  and  using a Card issued by Comdata or its designee, you agree to
the  terms  and  conditions  contained in this Agreement and that such terms and
conditions  will  apply  to  your  use  of  the  Card.

As  used  in  this Agreement, the words "Cardholder", "you", "your", and "yours"
refers  to the persons to whom a Card has been issued pursuant to this Agreement
and  the related Funds Distribution Agreement between Comdata and your employer.
The words "we", "us", "our" and "ours" refers to Comdata and, as applicable, its
affiliates  and  representatives,  including  First  American  National  Bank,
Nashville,  Tennessee  or a successor or alternate bank or financial institution
designated  by  Comdata  (the  "Bank").  The phrases "business day" means Monday
through  Friday,  except  federal  holidays.

Please  retain  a  copy of this Agreement for your records and future reference.

                     FUNDS DISTRIBUTION AND TRUST AGREEMENT
                     --------------------------------------

1.   GENERAL. Comdata's Express Cash Funds Distribution Services (the
     --------

     "Service")  is a means by which your  employer may  transfer  funds owed to
     you,  such as wages or expense  reimbursements,  which  funds are then,  in
     turn,  made  available for access and use by you by use of the Card.  Funds
     transferred by your employer to Comdata under the Service will, in turn, be
     deposited and held in a non-interest  bearing trust account  located at the
     Bank, as trustee,  pursuant to a trust agreement  existing  between Comdata
     and the Bank for the benefit of each  Cardholder.  Comdata  and/or the Bank
     will cause funds transfer to be made from funds assigned to each Cardholder
     in the Comdata accounts or trust account, be applicable and appropriate, in
     accordance  with  instructions  received  from you by use of your Card (for
     example,  withdrawal  instructions  received  from the use of the Cad at an
     ATMN or purchase  instructions  received from a point-of-sale  network). By


<PAGE>
     accepting  and/or using the Card, you hereby request and authorize  Comdata
     and/or the Bank, as applicable, to make such funds transfers from each such
     Cardholder's  funds in accordance with any such instructions and to pay the
     principal  amount of any such  transactions,  including any fee  associated
     therewith, to the appropriate party or parties.

2.   CONSENT TO BE PAID  THROUGH THE SERVICE,  ACKNOWLEDGEMENTS.  (a) Consent to
     -----------------------------------------------------------      -------
     Method of Payment.  By accepting  and/or using the Card, you hereby request
     -----------------
     and  authorize  your  employer  to  transfer  funds due to you  through the
     Service as described  herein and expressly and voluntarily  consent to such
     payment and funds distribution method.

(b)  No interest Paid on Funds. You acknowledge and agree that funds transferred
     --------------------------
     to you through the Service will be held in a trust account  (which will not
     accrue or pay interest for your benefit) at the Bank for your benefit until
     used or accessed  by you through  your use of the Card and that no interest
     will be paid on you on such funds.  To the extent  interest may accrue,  if
     any,  you  understand  that  Comdata  or its  designee  shall be entitle to
     receive  and keep any such  amounts  to  cover  costs  associated  with the
     Service.

(c)  Employer Access to Spending  Information.  You recognize that your employer
     -----------------------------------------
     may provide you periodic statements  regarding purchases and other activity
     with respect to your Card.  This Card statement  delivery method means that
     your employer will have access to  information  about your use of the Card,
     including  information  such as where  purchases have been made by you. You
     hereby consent to your employer  having access to such  information for the
     purpose  of  delivering   periodic   Card   statements  to  you  and  waive
     confidentiality with respect to such information for this purpose.

3.   TRANSACTION LIMITATIONS.  Withdrawals or use of funds assigned to your Card
     -----------------------
     may only be made from an ATM,  POS,  issuance  of a Comchek  draft,  use of
     certain long distance  telecommunications  services or other means approved
     by Comdata.  Withdrawals  or use of funds  assigned to your Card may not be
     made unless there are  sufficient,  collected  funds  attributable  to your
     Card.

4.   DEPOSITS; FUNDS AVAILABILITY. Additional deposits assigned to your Card may
     -----------------------------
     only be made by direct deposit of your pay or other monies (such as expense
     reimbursement)  from your  employer  in any  amount or by other  electronic
     transfer as permitted by Comdata in writing. Deposits by check, cash, other
     preauthorized transaction or any other manner are not available through the
     Service.  Any transfers from your employer to your Card will be immediately
     available.

5.   FEES. Current fees applicable to use of your Card have been provided to you
     -----
     on a Fee  Schedule.  Fees  are  assessed  at the  time  of  the  applicable
     transaction  and may be changed by Comdata or others from time to time upon
     written notice to your employer.


<PAGE>
6.   STATEMENTS;  ERROR  RESOLUTION.You will receive periodic statements showing
     ------------------------------
     all Card activity  during the statement  cycle,  including  fees or service
     charges imposed.  If you believe that your statement  contains a mistake or
     discrepancy,  then you must notify us within  sixty (60) days of receipt of
     the first statement containing a mistake or discrepancy in order to resolve
         -----
     the discrepancy. Otherwise, the statement may be deemed correct.

7.   CUSTOMER SERVICE.  Customer service is available to assist you in obtaining
     -----------------
     Card balance information, lost or stolen card assistance and other matters.
     The  telephone  number  for  customer  service is  (800)741-2777.  Customer
     service  representatives are available  twenty-four (24) hours a day, seven
     (7) days a week.

8.   TRANSFERABILITY.  Your Card is not transferable. You may not assign, pledge
     ----------------
     or otherwise  transfer you interest in funds accessible by the Card without
     our prior written consent.

9.   RIGHT  OF  SET-OFF.  We have a right  of  set-off  against  funds  that are
     -------------------
     accessible through use of your Card.

10.  WARRANTIES;   LIMITATION  OF  LIABILITY.  COMDATA  AND  THE  BANK  MAKE  NO
     ---------------------------------------
     WARRANTIES,  WHETHER  EXPRESS OR  IMPLIED,  WITH  RESPECT TO ANY  SERVICES,
     PRODUCTS OR EQUIPMENT PROVIDED HERUNDER, INCLUDING, WITHOUT LIMITATION, ANY
     WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR   PURPOSE.
     COMDATA'S SOLE  RESPONSIBILITY  TO CARDHOLDERS SHALL BE TO MAKE THE SERVICE
     AVAILABLE IN  ACCORDANCE  WITH THE TERMS OF THIS  CARDHOLDER  AGREEMENT AND
     DISCLOSURE.  IN NO  EVENT  SHALL  COMDATA  OR THE  BANK  BE  LIABLE  TO ANY
     CARDHOLDER  OR ANY  OTHER  FIRM OR  PERSON  FOR  CONSEQUENTIAL  INCIDENTAL,
     SPECIAL OR PUNITIVE DAMAGES, EVEN IF COMDATA OR THE BNK HAD PRIOR KNOWLEDGE
     OF THE POSSIBILITY OF SAME.


                      ELECTRONIC FUNDS TRANSFER DISCLOSURE
                      ------------------------------------

1.   CARD ISSUANCE AND  RESPONSIBILITIES.(a) You will be issued one Card and you
     -----------------------------------
     will select a Personal Identification Number ("PIN") for use with your Card
     to access  funds  distributed  to your Card.  Upon our  acceptance  of your
     written  acceptance of this  Agreement,  you may use your Card to access or
     use such funds.

(b)  For  security  purposes,  only you will know your PIN. It is not printed on
     the Card,  and neither our personal nor your  employees  have access to it.
     The  Card  and the  PIN are not  transferable  and are  provided  for  your
     protection and  identification  during Card related financial  transactions
     and other uses of the Card.


<PAGE>
(c)  You agree  that you  will;  (i) use the Card,  PIN and  services  available
     through the Service as instructed;  (ii) promptly  notify us of any loss or
     theft of the Card or disclosure of the PIN; and (iii) accept  liability for
     misuse of the Card and PIN as described in Section 5 below.

2.   CARD USES. By properly using your valid Card and PIN, you may withdraw cash
     ---------
     at any ATMs  bearing  the ATM network  logo on your Card (i.e.,  Cirrus) or
     other  network to which the Card and the  Service  has  access,  subject to
     applicable  limitations.  You may also use you Card to  purchase  goods and
     services at POS merchant  participating  in the POS network(s) to which the
     Card  has  access  (i.e.,  Maestro),  subject  to  applicable  limitations.
     Further,  you can use your  Card to  purchase  a  Comchek  draft,  use long
     distance services and obtain other products and services, as may be offered
     and authorized by Comdata from time to time.

3.   CARD USE LIMITATIONS. There may be a network or ATM owner limitation on the
     --------------------
     dollar amount of cash withdrawals  initiated by the use of your Card during
     a given time  period.  This may limit the minimum and maximum  amounts that
     you may  withdraw  through use of your Card.  The owner of the ATM may also
     charge a fee for the transaction,  which is in addition to any fees charged
     by us. You will be charged by us a fee per transaction,  including  balance
     inquiries,  as stated in our then current Fee Schedule. In using your Card,
     you agree not to initial a withdrawal,  purchase or other transaction which
     will exceed the total  amount of funds  assigned to your Card at that time.
     You  authorize us or our  designee to verify the balance  available on your
     Card prior to authorizing or completing a transaction.

4.   DOCUMENTATION OF TRANSFERS.  (a) Transaction Records. You will get a record
     --------------------------       -------------------
     each time you use an ATM or POS; (b)  Statements.  Periodic Card statements
                                           ----------
     will  be made  available  to you  which  will  show  information  for  each
     preauthorized transfer as well as other account activity; and (c) Recurring
                                                                       ---------
     Electronic Deposits.
     -------------------

5.   LIABILITIES.  (a) Our Liabilities  for Failure to Make Transfers.  If we do
     -----------
     not cause the  completion  of a  transfer  to or from your  account  in the
     correct  amount and manner  according to our  agreement  with your and your
     employer,  we will be liable for your loses and damages,  except as limited
     herein.  However,  there are some exceptions.  For example,  we will not be
     liable under the following circumstances;  (i) if through no fault of ours,
     you do not have enough money in your account to make the transfer;  (ii) if
     the ATM where you are making the transfer does not have enough cash;  (iii)
     if the  ATM,  POS or  other  device  was  not  working  properly;  (iv)  if
     circumstances  beyond our control (such as fire, flood,  telecommunications
     or computer malfunctions or acts of God) prevent the transfer; (v) if funds
     are encumbered  through legal process;  or (iv) if we receive incomplete or
     inaccurate   information  from  governmental  or  other  sources,  such  as
     Automated Clearing Houses.


<PAGE>
(b)  Your Liability for Unauthorized Transfers.  You agree to use the Card, PIN,
     ------------------------------------------
     ATMs,  POS network and other  authorized  services or products only for the
     purposes  outlined in this Agreement.  You must tell us  immediately if you
                                                              -----------
     believe your Card has been lost, stolen, or if someone has possibly learned
     your PIN. Telephoning us is the best way of keeping your possible losses to
     a minimum.  You could lose all the money assigned to your Card account.  If
     you tell us within two (2) business  days, you can lose no more than $50 if
     someone  used  your Card  without  your  permission.  If you do not tell us
     within tow (2)  business  days after you learn of the loss or theft of your
     Card,  and we prove we could  have  stopped  someone  from  using your Card
     without your permission if you had told us, you could lose as much as $500.

     Further, if your Card statement shows transfers that you did not make, tell
     us at  once.  If you do not  tell us  within  sixty  (60)  days  after  the
     statement  was  delivered  to you,  you may not get back any money you lost
     after the 60 days, if we can prove that we could have stopped  someone from
     taking or using the money if you had told us in time.

     If you need to report  discrepancies or a lost or stolen card,  please call
     or write either  Comdata or the Bank.  Our addresses and telephone  numbers
     are:

          First  American  National  Bank            Comdata  Network,  Inc.
          First  American  Center                    5301  Maryland  Way
          Nashville,  TN  37238                      Brentwood,  TN  37027
                                                    (800)741-2777

                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1.   CANCELLATION OF AGREEMENT. We reserve the right, in our sole discretion, to
     -------------------------
     refuse further funds  distributions from your employer to your Card account
     and to  terminate  your Card  account and access at any time upon notice to
     you.  This  Agreement may be canceled by either of us at any time by giving
     written notice of cancellation.  Your cancellation will be effective within
     two  business  days  after  receipt  of any such  notice.  You will  remain
     responsible  and  liable  for  any  transactions  initiated  prior  to  the
     effective  date  of the  cancellation  and  any  service  charges  or  fees
     incurred.  Any  funds  remaining  on your Card  upon  cancellation  will be
     remitted to you by check or Comcheck draft at the address you provide to us
     for such purpose.

2.   ENFORCEMENT.  If we refer any matter  relating  to your Card to a lawyer to
     -----------
     enforce any of the terms of this  Agreement,  you agree to pay our lawyer's
     fees plus court costs, and any other fees or expenses allowed by law in the
     event that we are the prevailing  party.  we can delay enforcing our rights
     under this Agreement without losing or waiving them.


<PAGE>
3.   CHANGES  AND  MODIFICATIONS.  We may  amend  or  change  the  terms of this
     ---------------------------
     Agreement  and our Fee Schedule at any time by giving  [written]  notice of
     the change and the effective date. We will notify your employer at least 10
     days prior to the effective date of any amendment or change in the terms of
     this Agreement or the Fee Schedule.

4.   GOVERNING LAW; MISCELLANEOUS MATTERS.This Agreement shall be interpreted in
     ------------------------------------
     accordance with the local laws of the State of Tennessee, without regard to
     the  choice  of law  rules  of  such  stare.  If any of the  terms  of this
     Agreement are determined to be invalid or  unenforceable,  the remainder of
     the Agreement shall survive in full force and effect. This Agreement may be
     assigned  by us and is binding  upon and  enforceable  against  your heirs,
     legal representatives or successors.

5.   DISCLOSURE OF ACCOUNT INFORMATION. We will keep information about your Card
     ---------------------------------
     account  confidential.  However,  Comdata  and/or  the Bank  will  disclose
     information  to certain  parties  about your Card activity in the following
     situations;  (a) to your  employee so that Card account  statements  may be
     delivered to you as discussed  above;  (b) in order to verify the existence
     and condition of your account for a third party (such as a credit bureau or
     merchant);  (c) in order to comply with government  agency or court orders;
     (d) if  you  give  us  written  permission  to do  so;  or (e) to  lawyers,
     accountants,  collection agencies,  credit bureaus.  Financial institutions
     and others involved in collection,  adjustment,  settlement or reporting of
     such matters.


<PAGE>
                                                                  Exhibit 10.2.1

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

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

                                   WITNESSETH:

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

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

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

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


     3.   MANUAL.  During  Comdata's  initial  training  program,  Comdata  will
          ------
          deliver  one (1)  copy of a  manual  which  sets  forth  the  methods,
          procedures,  and requirements for referring  Prospective  Customers to
          Comdata  prescribed by Comdata and Issuing Bank  ("Manual") to Company
          for use by its employees  during the term of this  Agreement.  Comdata


<PAGE>
          may amend the Manual to provide new and revised  methods,  procedures,
          and  requirements  for referring  Prospective  Customers to Comdata by
          delivery of such new pages,  replacement  pages,  addenda,  or revised
          copies to  Company  as  Comdata  shall  determine  to be  appropriate.
          Company must refer Prospective Customers to Comdata in accordance with
          methods, procedures, and requirements set forth in the Manual.

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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


COMPANY  ______________________________          COMDATA  NETWORK,  INC.


By:  __________________________________          By:____________________________


Title:  _______________________________          Title:_________________________

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

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

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

<TABLE>
<CAPTION>

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



Customer  Initials:  _________________

Date:_________________________________

<PAGE>
                             STOCK OPTION AGREEMENT

Pinnacle  Business  Management,  Inc. (the "Company" or "Pinnacle") and Gordon &
Associates  Strategic  Investments, Inc. and/or its designee(s) ("Gordon" or the
"Optionee"),  to be effective as of the 19th day of May 1999 (the "Grant Date").

     1.   PURPOSE.  The company and  Optionee  have  entered  into a  Consulting
          Services  Agreement  dated May 19, 1999  pursuant to which the Company
          agreed to issue shares of common stock, $.001 par value and options to
          purchase shares of common stock for providing a strategic and valuable
          contact for the Company's  business.  In order to meet its obligations
          under the Consulting Services Agreement,  the Company desires to enter
          into this Stock Option  Agreement to more fully evidence the intent of
          the Company to issue  stock  options  and to reward  Optionee  for its
          efforts in contributing to the growth of the Company.

     2.   NATURE OF OPTION. The options are intended a constitute  non-qualified
          stock option.

     3.   GRANT OF OPTIONS.  The Company  grants to Optionee  stock options (the
          "Options")  to  purchase  up to a total of  35,322,578  shares  of the
          Company's  common  stock,  par  value  $.001 per  share  (the  "Common
          Stock"),  at such time(s) and at such price(s) as set forth on Exhibit
          "A"  attached to  Consulting  Services  Agreement  and any  amendments
          thereto (hereinafter referred to as Exhibit "A").

     4.   VESTING AND EXERCISE OF OPTIONS.  The Options vest and are immediately
          exercisable  upon the  occurrence  of the  opening  of  facilities  at
          certain Mailbox,  Etc.  locations and/or the Company achieving certain
          closing  prices  for its  Common  Stock,  as more  fully  set forth on
          Exhibit "A".

     5.   ADJUSTMENTS  IN THE EVENT OF  CERTAIN  TRANSACTION.  In the event of a
          stock dividend, stock split or a combination,  reverse stock split, or
          other change in the Company's capitalization, or other distribution to
          common  stockholders  other than __________ cash dividends,  after the
          effective  date of  this  Agreement,  the  Options  will  be  adjusted
          accordingly;  provided  that in no event will the  exercise  prices be
          increased.

     6.   ADJUSTMENTS  IN THE EVENT OF  SIGNIFICANT  TRANSACTIONS.  In the event
          Gordon introduces,  initiates, or consults to the Company regarding an
          event of a  consolidation  or merger in which the  Company  is not the
          surviving   corporation  or  which  results  in  the   acquisition  of
          substantially all of the Company's  outstanding stock, or in the event
          of the sale or transfer of substantially all the Company's assets or a
          dissolution  or  liquidation  of the  Company,  or in the  event  of a


<PAGE>
          transaction that would  effectively take the Company private or result
          in  the  Company   de-listing   its  shares  of  stock   ("Significant
          Transaction"),  all outstanding options under this Agreement as of the
          effective date of the Significant  Transaction  shall immediately vest
          and become  exercisable  in full and Gordon shall  participate in such
          Significant  Transaction  as  a  stockholder  and  the  Company  shall
          immediately  upon such  exercise  issue and  deliver  shares of Common
          Stock representing the Options.

     7.   EXERCISE PRICE.

          a.   Registered  Shares:  In the event that the shares of Common Stock
               ------------------
               covered by the Options  are  registered  and free  trading at the
               time of exercise,  the exercise prices of the Options are at such
               prices as set forth on Exhibit "A".

          b.   Unregistered  Shares:  In the  event the  shares of Common  Stock
               --------------------
               covered by the Options are not registered and free trading,  then
               the  Company  will carry a zero  interest  promissory  note for a
               period of time  sufficient for Gordon to have the  opportunity to
               sell, in accordance with the restrictive stock sale provisions of
               the Consulting Services  Agreement,  an amount of registered free
               trading  securities  sufficient  to pay the  exercise  price  per
               Exhibit "A".

          c.   Significant   Transaction:   In  the   event  of  a   Significant
               -------------------------
               Transaction,  Gordon will pay the exercise price of the lesser of
               twenty-five  cents ($.25) per share or 30% of the average closing
               bid price for the thirty  trading  days prior to the first day of
               which  either the company  enters into an  agreement to execute a
               significant   Transaction  or  disseminates   any  news  release,
               announcement or other  information to the public or the Company's
               shareholders related to the Significant Transaction. In the event
               of a  Significant  Transaction  the  company  will  carry  a zero
               interest  promissory note for a period of time sufficient for the
               events of the Significant  Transaction to either provide Optionee
               cash  and/or the  opportunity  to sell,  in  accordance  with the
               restrictive  stock sale  provisions  of the  Consulting  Services
               Agreement,  an  amount  of  registered  free  trading  securities
               sufficient to pay the exercise price.


     8.   TERM OF OPTIONS.  This Option  Agreement is valid for the same term as
          the Consulting Services Agreement.

     9.   METHOD OF EXERCISING OPTION. The Options are exercisable by delivering
          a  written  notice  signed by the  Optionee  to the  Secretary  of the
          Company,  which  shall  specify the number of shares to be acquired by
          virtue of the exercise of the  options.  The  Optionee  shall  further
          deliver  the  federal tax  identification  numbers or social  security
          numbers of the Optionee,  the method of payment elected and the amount


<PAGE>
          thereof,  and the exact name in which the shares  will be  registered.
          The Optionee may withdraw notice of exercise of the Option at any time
          before close of business on the business  day  preceding  the exercise
          date.  If a person or persons  other than the Optionee  exercises  the
          Option, such other person or persons must sign such notice.

     10.  DELIVERY  OF  SHARES.  Upon the  exercise  of any  options  under this
          Agreement,  the  Company  will  deliver  to  Gordon,  within  ten (10)
          business   days,  the  stock   certificates   evidencing  the  options
          exercised.

     11.  METHOD OF PAYMENT.

          Registered  Shares:  If the shares are  registered  and free  trading,
          ------------------
          payment  of the  exercise  price for the  shares  purchased  under the
          Options shall be delivered to the Secretary of The Company, within ten
          (10) business  days after  receipt of shares  covered by the exercised
          options, by any combination of the following:

          a.   Cash;

          b.   Certified Check;

          c.   Cashier's Check;

          d.   Wire Transfer;

          e.   Shares of Common  Stock.  Shares  of  common  stock  owned by the
               Optionee  and valued at the closing  price of the common stock at
               the date  that  the  payment  is due by the  Optionee  and  shall
               contain all proper endorsements;

          f.   Broker-Dealer.  The Options are  exercisable  by a  broker-dealer
               acting on behalf of the Optionee if the  broker-dealer  receivers
               the following from the Optionee or the Company:

               i.   This Option Agreement; and
               ii.  Written instructions, signed by the Optionee, requesting the
                    Company to deliver the Shares to the broker-dealer on behalf
                    of such Optionee and  specifying the account into which such
                    Shares should be deposited.

          Unregistered Shares or Significant Transaction:  If the shares are not
          ----------------------------------------------
          registered  and  free  trading  or  in  the  event  of  a  Significant
          Transaction  the  payment  of the  exercise  price  will  be  made  in
          accordance  with the  provisions  of paragraph 7 (b) or (c) herein and
          delivered to the Secretary of the Company. When payment is required it
          shall be made in  accordance  with (a),  (b), (c), (d), (e), or (f) of
          this paragraph.

12.  RIGHT OF EXERCISE.  The Options are exercisable at any time during the term
     -----------------
     of this Option Agreement, in whole or in part, to acquire those Shares that
     have vested in accordance with this Option  Agreement;  provided,  however,
     that this Option may only be  exercisable to acquire whole shares of Common
     Stock.


<PAGE>
13.  APPROVAL.  If required by applicable  law, the Company will obtain board of
     director  and  shareholder  approval of this Option  Agreement  pursuant to
     which the options are covered.  The  resolutions  of the Board of Directors
     and  Shareholders  will authorize the Company to reserve for issuance under
     the Stock Option Plan 35,322,578 shares of the Company's Common Stock.

14.  SECURITIES  REPRESENTATION.  The Company is  obligated  to have  previously
     registered the shares of Common Stock covered by these Options, however, as
     of the date of this  Agreement  the  shares of Common  Stock  have not been
     registered  but  this  in no  way  eliminates  or  modifies  the  Company's
     obligation  to register all shares of common Stock  subject to the Options.
     However,  Optionee  understands that until such shares are registered there
     are certain restrictions upon the sale and transfer of such shares and Rule
     144 and/or Rule 701 under the  Securities  Act of 1933 may be  available in
     connection  with any  resale of shares of  Common  Stock.  Optionee  hereby
     represents  (and  promises to so  represent  upon any  exercise  under this
     Option)  that as of the dates any  unregistered  shares of Common Stock are
     hereafter acquired by Optionee,  such unregistered shares shall be acquired
     for  Optionee's  own  account,  for  investment  and not  with a view to be
     distribution thereof.

     Company  represents  and warrants  that upon the  exercise of Options,  the
     Company  will  notify  Gordon  as  to  the  number  of  shares  issued  and
     outstanding  of the  Company  so that  Gordon may  comply  with  applicable
     Securities Laws.

15.  MISCELLANEOUS

     a.   Registration  Rights.  The company shall register the shares of Common
          --------------------
          Stock  represented  by the Options  with the  Securities  and Exchange
          Commission  pursuant to a registration  statement  (Securities Acts of
          1933 and  1934) as soon as  practicable  following  execution  of this
          Agreement  and in any event no later than one (1) month  following the
          execution date of this Agreement.

     b.   Notification.   The  Company   shall  notify  the  Optionee  that  the
          ------------
          registration  statement has been filed within five business days after
          such filing. The Company shall include in such registration  statement
          all  shares  of  Common  Stock  subject  to  this  Option   Agreement,
          regardless  of  whether  such  shares  of Common  Stock  have been the
          subject of an exercise or are currently vested.

     c.   Modification.   This  Agreement  may  not  be  modified,   changed  or
          ------------
          terminated verbally,  and may only be modified,  changed or terminated
          by an -  agreement  in  writing  signed  by  the  party  against  whom
          enforcement  of  any  such  change  of  termination  is  sought.   Any


<PAGE>
          modification  or change or  termination  of this  Agreement  shall not
          operate to deny or  otherwise  take away any right of the  Optionee to
          exercise  the  Options to the  extent of the  vested  rights set forth
          herein.

     d.   No Minimum Engagement. The company shall not be deemed by the grant of
          ---------------------
          the Options (as distinguished  from the separate  Consulting  Services
          Agreement) to be required to engage  Optionee for any minimum  period,
          nor is Gordon  required to perform any further duties or functions for
          the Company.

     e.   Shareholder  Rights Prior to and after  Exercise.  Optionee  shall not
          -------------------------------------------------
          have any rights as a shareholder with respect to any shares covered by
          the Options  until the date of the exercise of each of the Options and
          tender of payment  pursuant  to the terms and  conditions  for payment
          hereunder.  No adjustment  shall be made for dividends or other rights
          related to shares of Common  Stock for which the record  date is prior
          to the date the Option is exercised.  The delay or refusal on the part
          of the Company in issuing the stock certificates evidencing the shares
          of Common Stock subject to an exercise of the Options shall not result
          in a limitation,  restriction or denial of the Optionee's  rights as a
          shareholder of the Company subsequent to such exercise.

     f.   Governing  Law.  The  laws of the  State  of Texas  shall  govern  the
          --------------
          validity,   construction  and  performance  of  this  agreement.   Any
          invalidity  of any  provision of this  Agreement  shall not affect the
          validity of any provision.

     g.   Notice. All offers, notices, demands,  requests,  acceptances or other
          ------
          communications  hereunder  shall be in writing  and shall be deemed to
          have been duly made or given if  mailed  by  registered  or  certified
          mail, return receipt requested.  Any such notice mailed to the Company
          shall be addressed to its principal  office,  and any notice mailed to
          Optionee  shall be addressed  to  Optionee's  residence  address as it
          appears on the  signature  page hereof or the books and records of the
          Company  or to such  other  address  as  either  party  may  hereafter
          designate in writing to the other.

     h.   Third Party  Beneficiaries.  This Agreement shall inure to the benefit
          --------------------------
          of and bind the legal  representatives,  successors and assigns of the
          parties hereto.

     i.   No  Obligation  to Exercise.  To Optionee  shall have no obligation to
          ----------------------------
          exercise any Option granted by this Agreement.


<PAGE>
IN  WITNESS  WHEREOF, THIS AGREEMENT IS EXECUTED EFFECTIVE AS OF THE GRANT DATE.
GORDON  &  ASSOCIATES  STRATEGIC  INVESTMENTS,  INC.




By:     _______________________________________
          Denis  Gordon,  President

Address:  11191  Westheimer  #330
          Houston,  Texas  77024


PINNACLE  BUSINESS  MANAGEMENT,  INC.




By:     ________________________________________
        Jeff  Turino,  Chief  Executive  Officer




By:     ________________________________________
        M.  Bruce  Ball,  President

Address:     2963 Gulf to Bay Blvd., Suite 265
             Clearwater,  Florida  33759


<PAGE>
                                                                  Exhibit 10.2.2

                            COMDATA PAYMENT SERVICES

                       EXPRESS CASH STATEMENT OF SERVICES
                       ----------------------------------
                      (CARDHOLDER AGREEMENT AND DISCLOSURE)

This Comdata Express Cash Cardholder Agreement and funds distribution disclosure
(the  "Agreement")  covers  both  your rights and the rights of Comdata Network,
Inc.  ("Comdata"),  its  affiliates  and  representatives  relating  to: (a) the
issuance  to,  and  use  by,  you  of  Comdata's  proprietary Comcheks card (the
"Card");  (b)  direct  transfers  of your payroll payments or other recurring or
periodic  payments  of  an  electronic nature to an account established for your
benefit  which  may  be used or accessed by your Card; and (c) Card transactions
(i)  at  automated  teller  machines  (individually,  an  "ATM"),  (ii) approved
point-of-sale  merchant  locations ("POS"), (iii) resulting in the issuance of a
Comcheck  draft, (iv) long distance services and (v) other approved uses for the
Card.

By  accepting  and  using a Card issued by Comdata or its designee, you agree to
the  terms  and  conditions  contained in this Agreement and that such terms and
conditions  will  apply  to  your  use  of  the  Card.

As  used  in  this Agreement, the words "Cardholder", "you", "your", and "yours"
refers  to the persons to whom a Card has been issued pursuant to this Agreement
and  the related Funds Distribution Agreement between Comdata and your employer.
The words "we", "us", "our" and "ours" refers to Comdata and, as applicable, its
affiliates  and  representatives,  including  First  American  National  Bank,
Nashville,  Tennessee  or a successor or alternate bank or financial institution
designated  by  Comdata  (the  "Bank").  The phrases "business day" means Monday
through  Friday,  except  federal  holidays.

Please  retain  a  copy of this Agreement for your records and future reference.

                     FUNDS DISTRIBUTION AND TRUST AGREEMENT
                     --------------------------------------

1.   GENERAL. Comdata's Express Cash Funds Distribution Services (the
     --------

     "Service")  is a means by which your  employer may  transfer  funds owed to
     you,  such as wages or expense  reimbursements,  which  funds are then,  in
     turn,  made  available for access and use by you by use of the Card.  Funds
     transferred by your employer to Comdata under the Service will, in turn, be
     deposited and held in a non-interest  bearing trust account  located at the
     Bank, as trustee,  pursuant to a trust agreement  existing  between Comdata
     and the Bank for the benefit of each  Cardholder.  Comdata  and/or the Bank
     will cause funds transfer to be made from funds assigned to each Cardholder
     in the Comdata accounts or trust account, be applicable and appropriate, in
     accordance  with  instructions  received  from you by use of your Card (for
     example,  withdrawal  instructions  received  from the use of the Cad at an
     ATMN or purchase  instructions  received from a point-of-sale  network). By


<PAGE>
     accepting  and/or using the Card, you hereby request and authorize  Comdata
     and/or the Bank, as applicable, to make such funds transfers from each such
     Cardholder's  funds in accordance with any such instructions and to pay the
     principal  amount of any such  transactions,  including any fee  associated
     therewith, to the appropriate party or parties.

2.   CONSENT TO BE PAID  THROUGH THE SERVICE,  ACKNOWLEDGEMENTS.  (a) Consent to
     -----------------------------------------------------------      -------
     Method of Payment.  By accepting  and/or using the Card, you hereby request
     -----------------
     and  authorize  your  employer  to  transfer  funds due to you  through the
     Service as described  herein and expressly and voluntarily  consent to such
     payment and funds distribution method.

(b)  No interest Paid on Funds. You acknowledge and agree that funds transferred
     --------------------------
     to you through the Service will be held in a trust account  (which will not
     accrue or pay interest for your benefit) at the Bank for your benefit until
     used or accessed  by you through  your use of the Card and that no interest
     will be paid on you on such funds.  To the extent  interest may accrue,  if
     any,  you  understand  that  Comdata  or its  designee  shall be entitle to
     receive  and keep any such  amounts  to  cover  costs  associated  with the
     Service.

(c)  Employer Access to Spending  Information.  You recognize that your employer
     -----------------------------------------
     may provide you periodic statements  regarding purchases and other activity
     with respect to your Card.  This Card statement  delivery method means that
     your employer will have access to  information  about your use of the Card,
     including  information  such as where  purchases have been made by you. You
     hereby consent to your employer  having access to such  information for the
     purpose  of  delivering   periodic   Card   statements  to  you  and  waive
     confidentiality with respect to such information for this purpose.

3.   TRANSACTION LIMITATIONS.  Withdrawals or use of funds assigned to your Card
     -----------------------
     may only be made from an ATM,  POS,  issuance  of a Comchek  draft,  use of
     certain long distance  telecommunications  services or other means approved
     by Comdata.  Withdrawals  or use of funds  assigned to your Card may not be
     made unless there are  sufficient,  collected  funds  attributable  to your
     Card.

4.   DEPOSITS; FUNDS AVAILABILITY. Additional deposits assigned to your Card may
     -----------------------------
     only be made by direct deposit of your pay or other monies (such as expense
     reimbursement)  from your  employer  in any  amount or by other  electronic
     transfer as permitted by Comdata in writing. Deposits by check, cash, other
     preauthorized transaction or any other manner are not available through the
     Service.  Any transfers from your employer to your Card will be immediately
     available.

5.   FEES. Current fees applicable to use of your Card have been provided to you
     -----
     on a Fee  Schedule.  Fees  are  assessed  at the  time  of  the  applicable
     transaction  and may be changed by Comdata or others from time to time upon
     written notice to your employer.


<PAGE>
6.   STATEMENTS;  ERROR  RESOLUTION.You will receive periodic statements showing
     ------------------------------
     all Card activity  during the statement  cycle,  including  fees or service
     charges imposed.  If you believe that your statement  contains a mistake or
     discrepancy,  then you must notify us within  sixty (60) days of receipt of
     the first statement containing a mistake or discrepancy in order to resolve
         -----
     the discrepancy. Otherwise, the statement may be deemed correct.

7.   CUSTOMER SERVICE.  Customer service is available to assist you in obtaining
     -----------------
     Card balance information, lost or stolen card assistance and other matters.
     The  telephone  number  for  customer  service is  (800)741-2777.  Customer
     service  representatives are available  twenty-four (24) hours a day, seven
     (7) days a week.

8.   TRANSFERABILITY.  Your Card is not transferable. You may not assign, pledge
     ----------------
     or otherwise  transfer you interest in funds accessible by the Card without
     our prior written consent.

9.   RIGHT  OF  SET-OFF.  We have a right  of  set-off  against  funds  that are
     -------------------
     accessible through use of your Card.

10.  WARRANTIES;   LIMITATION  OF  LIABILITY.  COMDATA  AND  THE  BANK  MAKE  NO
     ---------------------------------------
     WARRANTIES,  WHETHER  EXPRESS OR  IMPLIED,  WITH  RESPECT TO ANY  SERVICES,
     PRODUCTS OR EQUIPMENT PROVIDED HERUNDER, INCLUDING, WITHOUT LIMITATION, ANY
     WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR   PURPOSE.
     COMDATA'S SOLE  RESPONSIBILITY  TO CARDHOLDERS SHALL BE TO MAKE THE SERVICE
     AVAILABLE IN  ACCORDANCE  WITH THE TERMS OF THIS  CARDHOLDER  AGREEMENT AND
     DISCLOSURE.  IN NO  EVENT  SHALL  COMDATA  OR THE  BANK  BE  LIABLE  TO ANY
     CARDHOLDER  OR ANY  OTHER  FIRM OR  PERSON  FOR  CONSEQUENTIAL  INCIDENTAL,
     SPECIAL OR PUNITIVE DAMAGES, EVEN IF COMDATA OR THE BNK HAD PRIOR KNOWLEDGE
     OF THE POSSIBILITY OF SAME.


                      ELECTRONIC FUNDS TRANSFER DISCLOSURE
                      ------------------------------------

1.   CARD ISSUANCE AND  RESPONSIBILITIES.(a) You will be issued one Card and you
     -----------------------------------
     will select a Personal Identification Number ("PIN") for use with your Card
     to access  funds  distributed  to your Card.  Upon our  acceptance  of your
     written  acceptance of this  Agreement,  you may use your Card to access or
     use such funds.

(b)  For  security  purposes,  only you will know your PIN. It is not printed on
     the Card,  and neither our personal nor your  employees  have access to it.
     The  Card  and the  PIN are not  transferable  and are  provided  for  your
     protection and  identification  during Card related financial  transactions
     and other uses of the Card.


<PAGE>
(c)  You agree  that you  will;  (i) use the Card,  PIN and  services  available
     through the Service as instructed;  (ii) promptly  notify us of any loss or
     theft of the Card or disclosure of the PIN; and (iii) accept  liability for
     misuse of the Card and PIN as described in Section 5 below.

2.   CARD USES. By properly using your valid Card and PIN, you may withdraw cash
     ---------
     at any ATMs  bearing  the ATM network  logo on your Card (i.e.,  Cirrus) or
     other  network to which the Card and the  Service  has  access,  subject to
     applicable  limitations.  You may also use you Card to  purchase  goods and
     services at POS merchant  participating  in the POS network(s) to which the
     Card  has  access  (i.e.,  Maestro),  subject  to  applicable  limitations.
     Further,  you can use your  Card to  purchase  a  Comchek  draft,  use long
     distance services and obtain other products and services, as may be offered
     and authorized by Comdata from time to time.

3.   CARD USE LIMITATIONS. There may be a network or ATM owner limitation on the
     --------------------
     dollar amount of cash withdrawals  initiated by the use of your Card during
     a given time  period.  This may limit the minimum and maximum  amounts that
     you may  withdraw  through use of your Card.  The owner of the ATM may also
     charge a fee for the transaction,  which is in addition to any fees charged
     by us. You will be charged by us a fee per transaction,  including  balance
     inquiries,  as stated in our then current Fee Schedule. In using your Card,
     you agree not to initial a withdrawal,  purchase or other transaction which
     will exceed the total  amount of funds  assigned to your Card at that time.
     You  authorize us or our  designee to verify the balance  available on your
     Card prior to authorizing or completing a transaction.

4.   DOCUMENTATION OF TRANSFERS.  (a) Transaction Records. You will get a record
     --------------------------       -------------------
     each time you use an ATM or POS; (b)  Statements.  Periodic Card statements
                                           ----------
     will  be made  available  to you  which  will  show  information  for  each
     preauthorized transfer as well as other account activity; and (c) Recurring
                                                                       ---------
     Electronic Deposits.
     -------------------

5.   LIABILITIES.  (a) Our Liabilities  for Failure to Make Transfers.  If we do
     -----------
     not cause the  completion  of a  transfer  to or from your  account  in the
     correct  amount and manner  according to our  agreement  with your and your
     employer,  we will be liable for your loses and damages,  except as limited
     herein.  However,  there are some exceptions.  For example,  we will not be
     liable under the following circumstances;  (i) if through no fault of ours,
     you do not have enough money in your account to make the transfer;  (ii) if
     the ATM where you are making the transfer does not have enough cash;  (iii)
     if the  ATM,  POS or  other  device  was  not  working  properly;  (iv)  if
     circumstances  beyond our control (such as fire, flood,  telecommunications
     or computer malfunctions or acts of God) prevent the transfer; (v) if funds
     are encumbered  through legal process;  or (iv) if we receive incomplete or
     inaccurate   information  from  governmental  or  other  sources,  such  as
     Automated Clearing Houses.


<PAGE>
(b)  Your Liability for Unauthorized Transfers.  You agree to use the Card, PIN,
     ------------------------------------------
     ATMs,  POS network and other  authorized  services or products only for the
     purposes  outlined in this Agreement.  You must tell us  immediately if you
                                                              -----------
     believe your Card has been lost, stolen, or if someone has possibly learned
     your PIN. Telephoning us is the best way of keeping your possible losses to
     a minimum.  You could lose all the money assigned to your Card account.  If
     you tell us within two (2) business  days, you can lose no more than $50 if
     someone  used  your Card  without  your  permission.  If you do not tell us
     within tow (2)  business  days after you learn of the loss or theft of your
     Card,  and we prove we could  have  stopped  someone  from  using your Card
     without your permission if you had told us, you could lose as much as $500.

     Further, if your Card statement shows transfers that you did not make, tell
     us at  once.  If you do not  tell us  within  sixty  (60)  days  after  the
     statement  was  delivered  to you,  you may not get back any money you lost
     after the 60 days, if we can prove that we could have stopped  someone from
     taking or using the money if you had told us in time.

     If you need to report  discrepancies or a lost or stolen card,  please call
     or write either  Comdata or the Bank.  Our addresses and telephone  numbers
     are:

          First  American  National  Bank            Comdata  Network,  Inc.
          First  American  Center                    5301  Maryland  Way
          Nashville,  TN  37238                      Brentwood,  TN  37027
                                                    (800)741-2777

                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1.   CANCELLATION OF AGREEMENT. We reserve the right, in our sole discretion, to
     -------------------------
     refuse further funds  distributions from your employer to your Card account
     and to  terminate  your Card  account and access at any time upon notice to
     you.  This  Agreement may be canceled by either of us at any time by giving
     written notice of cancellation.  Your cancellation will be effective within
     two  business  days  after  receipt  of any such  notice.  You will  remain
     responsible  and  liable  for  any  transactions  initiated  prior  to  the
     effective  date  of the  cancellation  and  any  service  charges  or  fees
     incurred.  Any  funds  remaining  on your Card  upon  cancellation  will be
     remitted to you by check or Comcheck draft at the address you provide to us
     for such purpose.

2.   ENFORCEMENT.  If we refer any matter  relating  to your Card to a lawyer to
     -----------
     enforce any of the terms of this  Agreement,  you agree to pay our lawyer's
     fees plus court costs, and any other fees or expenses allowed by law in the
     event that we are the prevailing  party.  we can delay enforcing our rights
     under this Agreement without losing or waiving them.


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3.   CHANGES  AND  MODIFICATIONS.  We may  amend  or  change  the  terms of this
     ---------------------------
     Agreement  and our Fee Schedule at any time by giving  [written]  notice of
     the change and the effective date. We will notify your employer at least 10
     days prior to the effective date of any amendment or change in the terms of
     this Agreement or the Fee Schedule.

4.   GOVERNING LAW; MISCELLANEOUS MATTERS.This Agreement shall be interpreted in
     ------------------------------------
     accordance with the local laws of the State of Tennessee, without regard to
     the  choice  of law  rules  of  such  stare.  If any of the  terms  of this
     Agreement are determined to be invalid or  unenforceable,  the remainder of
     the Agreement shall survive in full force and effect. This Agreement may be
     assigned  by us and is binding  upon and  enforceable  against  your heirs,
     legal representatives or successors.

5.   DISCLOSURE OF ACCOUNT INFORMATION. We will keep information about your Card
     ---------------------------------
     account  confidential.  However,  Comdata  and/or  the Bank  will  disclose
     information  to certain  parties  about your Card activity in the following
     situations;  (a) to your  employee so that Card account  statements  may be
     delivered to you as discussed  above;  (b) in order to verify the existence
     and condition of your account for a third party (such as a credit bureau or
     merchant);  (c) in order to comply with government  agency or court orders;
     (d) if  you  give  us  written  permission  to do  so;  or (e) to  lawyers,
     accountants,  collection agencies,  credit bureaus.  Financial institutions
     and others involved in collection,  adjustment,  settlement or reporting of
     such matters.


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