[LETTERHEAD OF ORION FINANCIAL CORP.]

February 20, 2003

Mr. Craig Potts
Mr. Christopher Larson
Cash Systems, Inc.
3201 West County Road 42 #105
Burnsville, MN 55306

Dear Craig and Chris:

This letter is intended to define and confirm the basis upon which Orion
Financial Corp. ("Orion") will be engaged as the exclusive agent of Cash
Systems, Inc. ("CSI") to assist CSI in the procurement of equity and/or
mezzanine financing.  Orion is undertaking this engagement on a best-effort
basis only.

As compensation for its services, Orion will be paid on the following basis:

1.     A retainer of $5,000 per month paid monthly in advance for a period of
       three months from the date of this agreement; and

2.     A success fee of seven and one-half percent (7.5%) of the amount of
       financing raised and a warrant to purchase 100,000 shares of common
       stock for $1.50 per share (the warrants will have a seven year term and
       will be issued to Orion for $100 of consideration).  The success fee
       will be paid in cash on the date the financing is closed.  The warrants
       will be issued the date the financing is closed.

Orion will also be reimbursed for pre-approved travel expenses, direct
assignment expenses and all other reasonable out-of-pocket expenses.  Orion
will provide written expense reports to CSI on a monthly basis.

Acceptance of the terms and conditions of the financing package will be the in
the sole discretion of CSI.

This agreement will continue for a minimum of three (3) months from the date
of acceptance hereof.  CSI or Orion may terminate this agreement any time
after the expiration of said three-month term by providing the other party
with 30 day written notice.

If during the twenty-four (24) month period following the termination of this
agreement to a party or parties with whom we have had discussions during the
term of this agreement, Orion shall be entitled to the success fees as set
forth above.  If CSI amends, modifies or changes any loan agreement or
financing arrangement resulting in an increased source of funds available to
CSI from a party introduced to CSI by Orion, Orion shall be entitled to the
success fees set forth above on the increase in the committed amount.  The
provisions of this paragraph will not apply if financing is provided by a
party previously introduced to CSI by Equity Securities and is shown as such
on exhibit A attached.

If a majority interest in CSI is sold during the term of this agreement or
during the twenty-four (24) month period following the termination of this
agreement to a party or parties which whom we have had discussions during the
term of this agreement, Orion shall be entitled to a success fee of the lessor
of four percent (4%) of Aggregate Purchase Price or $400,000.  The provisions
of this paragraph will not apply if CSI is purchased by a party previously
introduced by Equity Securities and is shown on exhibit A attached.

Aggregate Purchase Price shall mean the consideration paid in cash or
consideration of any other nature paid by a buyer, at the time of closing of
the transaction, plus the total amount of cash or any other consideration to
be paid by a buyer subsequent to the closing of the transaction.
Consideration will include but not be limited to:

     Cash payments or stock exchanges made at closing; all funded debt assumed
     by the buyer; all deferred installments of purchase price to include any
     portion of the total consideration held in escrow at closing; all non-
     compete compensation; the capitalized value of all leases made with the
     buyer; the value of all real estate purchase options made with the buyer;
     consulting, non-compete, royalty or licensing agreements entered into
     with CSI or any of its shareholders; and any other form of consideration
     associated with the transaction.

If, in connection with any services or matters that are the subject of this
letter, Orion becomes involved in any action or legal proceeding, you agree to
reimburse us for the reasonable legal fees of any nature, disbursement of
counsel, fees relating to collection, and other expenses incurred by us.  You
also agree to indemnify and to hold us harmless against any losses, claims,
damages or liabilities, joint or several, to which we may become subject in
connection with the services which are the subject of this letter, provided,
however, that you shall not be liable under the foregoing to the extent that a
court having jurisdiction shall have determined by final judgment that such
loss, claim, damage or liability resulted from our willful misfeasance or
gross negligence.  Your agreement in this shall, upon the same terms and
conditions, extend to and inure to the benefit of our officers, directors, and
any person affiliated with us.

If the foregoing is in accordance with your understanding of the mutual
intentions of the parties, indicate your approval and acceptance by signing
and returning one copy to us.  We look forward to being of service.

                                          Very truly yours,



ACCEPTED:

Cash Systems, Inc.                        Orion Financial Corp.

By:/s/ Craig Potts                        By: /s/
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Its: President                            Its: Vice President
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Date: 2/20/03                             Date: 2/20/03
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