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                                                                  EXHIBIT 10(J)


                               CHECK CENTRAL, INC.
                              1935 AVENIDA DEL ORO
                                     SUITE D
                               OCEANSIDE, CA 92056
                                 (760) 414-9941

                              DISTRIBUTOR AGREEMENT

         This Independent Distributor Agreement (the "Agreement") is entered
into effective as of December 1, 1999 by and between Check Central, Inc.
(hereinafter "CCI") a Nevada Corporation and, ACS Electronic Commerce Group, an
Independent Distributor (hereinafter "Distributor"), a Delaware corporation with
reference to the following recitals of essential facts.

                                    RECITALS

A.      CCI is engaged in the manufacture, assembly and sales of that certain
        product more particularly described on Exhibit A attached hereto and
        incorporated by reference herein (the "Product" or the "Machine") and
        accessories, special parts and replacement parts and software and
        programming for such Product which are used in connection with such
        Product;

B.      Distributor represents and warrants itself to be experienced in
        marketing, sales and the management of a sales force.

C.       CCI desires to retain the services of Distributor, for the duration of
         this Agreement and in accordance with the following terms and
         conditions, to sell, lease and place Product and Services,

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND CONDITIONS
REFERENCED HEREIN, THE PARTIES AGREE THAT THE FOLLOWING TERMS AND CONDITIONS
SHALL GOVERN THE RELATIONSHIP OF THE PARTIES AND THE SALE, LEASE AND PLACEMENT
OF THE PRODUCTS AS FOLLOWS:

                                    AGREEMENT

I.       CONTRACT TERM AND TERMINATION

         A.      This Agreement shall commence on the date executed by both
                 parties, shall continue thereafter in effect for a period of
                 two (2) years, or until terminated by either party for cause
                 pursuant to the terms of Paragraph B below.

         B. Termination for cause shall include, but is not limited to, the
following:

            1.  In the event either party fails to pay all amounts due the
                other in accordance with the terms of this Agreement,

            2.  In the event either party materially breaches the terms of
                this Agreement,


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            3.  In the event either party becomes or is declared insolvent,
                becomes subject to a voluntary or involuntary bankruptcy or
                similar proceeding, or makes an assignment for the benefit
                of all or substantially all of its creditors; in such case
                it is the responsibility of Distributor to notify CCI should
                any of the aforementioned occur. Failure to notify CCI shall
                constitute a material breach of this Agreement.

            4.  Distributor misrepresents any CCI Product or Service to third
                parties.

                                   CURE PERIOD

                In the event a Party commits an act set forth above (the
                "Breach") (the "Breaching Party"), the other party (the
                "Non-breaching Party") may terminate this Agreement provided
                that the Non-Breaching Party notifies the Breaching Party of
                the Breach and the Breaching Party fails to cure the Breach
                within sixty days from receipt of said notice.

II.      INDEPENDENT CONTRACTOR STATUS

         A.      Distributor shall at times be an independent contractor under
                 this Agreement. Except as expressly set forth herein,
                 Distributor is not authorized to act on behalf of CCI, act in a
                 manner that would indicate or imply, or represent itself to be
                 an officer, agent, employee, or representative of CCI.

         B.      CCI is not authorized to act on behalf of Distributor, act in a
                 manner that would indicate or imply, or represent itself to be
                 an officer, agent, employee, or representative of Distributor.

         C.      Distributor agrees to pay all of its own expenses, such as, but
                 not limited to, all operating expenses including rent,
                 telephone, transportation, entertainment, business cards,
                 brochures, and other expenses necessary to operate Distributors
                 business.

         D.      Distributor concedes and recognizes the exclusive rights of CCI
                 in and to, and shall have no right or license in, the trade
                 names Check Central, Inc and the trademarks and trade name used
                 with or affixed to any Product, including OneCash, SmartCash
                 ATM and any subsequently acquired trade names and/or
                 trademarks. Notwithstanding the foregoing, CCI shall license
                 Distributor to use trademarks in advertising the Products and
                 Services upon receipt of prior written approval from CCI. CCI
                 shall provide Distributor with written instructions as to the
                 proper use and display of said trademarks and trade names.

         E.       During the term of this Agreement, Distributor and
                  Distributor's agents are authorized to use the phrase
                  "Independent CCI Distributor" in connection with the sale,
                  advertisement, and promotion of Products and Services and not
                  in connection with any other aspect of Distributors business.
                  Distributor shall conduct its business solely under
                  Distributor's own name except for purposes of complying with
                  the Networks' rules and requirements for Independent Sales
                  Organization Sponsorship. Nothing herein shall give
                  Distributor or wholesale customers of Distributor any Interest
                  or license in such phrase and the right to use such phrase
                  shall immediately cease upon termination or cancellation of
                  this


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                  Agreement. Distributor specifically agrees to reimburse CCI
                  for any reasonable losses it may suffer in the event
                  Distributor uses the above name(s) and/or phrase in a
                  fraudulent or deceptive manner which in turn causes ant third
                  party to make a claim against CCI.

         F.       If Distributor has employees, Distributor shall maintain
                  workman's compensation insurance for its employees. In
                  addition, Distributor, at its sole cost and expense, shall
                  maintain no less than $1,000,000 in personal injury liability
                  and $1,000,000 property damage insurance upon any vehicle used
                  by Distributor and shall purchase and maintain during the term
                  of this Agreement comprehensive general liability insurance,
                  including product liability coverage, with combined single
                  limits of $1,000,000 or its equivalent. CCI must be named in
                  such policies as an additional insured and shall be furnished
                  with a copy of such policies or certificates of insurance.
                  Additionally, the policy shall contain a provision that it
                  cannot be canceled except upon ten- (10) day's prior written
                  notice to CCI.


III.     APPOINTMENT  NON-EXCLUSIVE

         A.       NON-EXCLUSIVE. Distributor shall remain, subject to the terms
                  and conditions of this Agreement, the non-exclusive
                  distributor, for a term of two years.

         B.       PRICE.  Up to January 30, 2000 Distributor shall purchase the
                  Machines FOB Oceanside, California at the following prices
                  (the "Distributor Price"): (i) Based Model with 2 drawer cash
                  dispenser $27,000 (ii) Base Model with 4 drawer cash dispenser
                  $29,500. The services on the Base Model include, ATM , check
                  cashing and money order. A money receiver is not included in
                  the Base Model Price. Money receiver as specified by CCI is
                  $1,500. Distributor may resell the Machines at a price
                  determined by Distributor to be reasonable and appropriate to
                  achieve maximum market penetration. CCI recommends that a
                  retail price for a Machine be established at: 2 drawer
                  $34,000; 4 drawer $36,500 and with bill paying (money
                  receiver) $35,500 and $38,000. In addition, if CCI ships the
                  Product to anywhere within the 48 United States the charge
                  will be $400. Furthermore, Advertising packages are also
                  available (see attached). We recommend each Machine be
                  accompanied by a start-up advertising kit at a charge of
                  $500.00. CCI agrees the Distributor Price may be adjusted on a
                  periodic basis to reflect reasonable changes in Greenland's
                  costs related to the manufacture/production of the Machine;
                  provided however, that Distributor receive 60 days written
                  notice prior to any such adjustment and the Distributor Price
                  may only be adjusted if prices charged by CCI to other
                  distributors are also adjusted by similar amounts. The
                  Distributor Price shall always be equal to or less than the
                  price charged by CCI to any other level I or level II
                  distributor for the same product. It is anticipated that on or
                  about March 1, 2000 all machine model prices will be increased
                  by approximately $2,000 each, subject to the notice
                  requirements contained herein (Level 1 distributor must sell
                  a minimum of 12 machines a year and receives a price of
                  $27,000 for a base model. Level 11 distributor has no minimum
                  sales requirement and receieves a price of $28,500 for base
                  model)

                  In addiiton, if Distributor places orders (with deposits) for
                  at least 100 Machines during the first 12 months of this
                  Agreement, the Distributor Price shall be reduced by $1,000
                  for all Machines purchased in excess of 100 during said 12


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                  month period and Distributor shall receive a rebate of $500
                  per machine for each of the first 100 Machines purchased
                  during said 12 month period (the "Rebate"). The Rebate shall
                  be applied against future purchases of Machines on a pro-rata
                  machine purchase basis.

         C.       EXCLUSIVE ATM PROCESSOR. Distributor may, at his option,
                  become the exclusive ATM processor for the Machines purchased
                  pursuant to this Agreement.

         D.       VAULT CASH. Distributor shall have the right to supply vault
                  cash for the Machines sold pursuant to this Agreement.

         E.       SERVICE & INSTALLATION. Distributor may, subject to mutually
                  acceptable terms and conditions, have the exclusive right to
                  provide delivery and maintenance service and installation for
                  the Machine purchased pursuant to this Agreement.

IV.      COMPENSATION OF DISTRIBUTOR

         A.       Distributor shall be compensated for its services under this
                  Agreement as follows. Distributor may purchase the Machines
                  from CCI or place the Machines with a third party on behalf of
                  CCI, under the pricing arrangement set forth in Paragraph III
                  B above and set forth on "Schedule 1" hereto. As stated in
                  Paragraph III B, the Distributor Price may be amended from
                  time to time by CCI, upon sixty (60) day's prior written
                  notice to Distributor. When Machines are sold by Distributor,
                  Distributor shall keep the difference between Distributor
                  Price and the price charged by Distributor as compensation.
                  Pricing information is the confidential property of CCI and
                  shall be for the internal use of the Distributor only. At all
                  times for the duration of this Agreement, Distributor shall be
                  considered and designated by CCI as a "Distributor" for
                  purposes of computing prices as set forth in "Schedule 1"

         B.      In no event shall any other fees or expenses be paid to
                 Distributor except as specifically provided in "Schedule I"
                 hereto and/or Paragraph III B.

V.       SCOPE OF AGREEMENT

        Distributor's non-exclusive territory shall include the entire United
States.

VI.      OBLIGATIONS OF DISTRIBUTOR AND CCI

         A.      Distributor agrees to use its best efforts in the promotion,
                 sale and placement of the Products and Services and to devote
                 such time as necessary to market The Products consistent with
                 good business ethics, and in a manner that will reflect
                 favorably on CCI and on the good will and reputation of CCI.

         B.      Distributor agrees to provide all tools, hire and/or contract
                 personnel, and otherwise provide whatever is necessary to
                 market the Products and Services.


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        C.      Distributor agrees at all times to refrain from engaging in any
                illegal, unfair or deceptive trade practices or unethical
                business practices whatsoever, whether with respect to CCI or
                otherwise.

        D.      Distributor agrees to adopt and maintain the high level of
                quality and customer service that CCI has established.

        E.      Distributor agrees to ensure that all payments and documents
                required by CCI for the sale or placement of its Products are
                properly executed and forwarded to CCI.

        F.      Distributor shall not knowingly make any misrepresentation
                regarding any of the Products and/or services provided by CCI.

        G.      Distributor shall acquire and maintain a valid business license,
                business address and telephone for receiving inquiries about, or
                fulfilling orders for the Products made available by CCI.

        H.      CCI shall: (i) supply a Machine that is fit for use for the
                purpose intended with a one year warranty as described in
                Paragraph XX. (ii) pay amount due Distributor promptly, (iii)
                comply with applicable local, state and federal regulations,
                (iv) maintain adequate insurance to conduct its operations

VII.    COVENANT NOT TO COMPETE

        In the event customer elects to evaluate alternative hardware options
        and engages Distributor, Distributor has the right to pursue such
        customer utilizing alternative options. CCI (including its master
        distributor SmartCash ATM LTD) shall not solicit any Distributor
        Corporate Accounts (Corporate Accounts are defined as accounts that own
        or control 100 or more locations) covered by this covenant not to
        compete, concerning the sale of the Product or other similar
        self-service check cashing kiosk sold by CCI under this Agreement. In
        order to prevent solicitation of CCI's Corporate Accounts by Distributor
        (Corporate Accounts are defined as accounts that own or control 100 or
        more locations) and solicitation of Distributor's Corporate Accounts by
        CCI, CCI agrees that within 20 days of execution of this Agreement that
        CCI will submit a list of any Corporate Accounts that are presently
        being actively solicited by CCI (the "Solicitation List"). At such time
        as Distributor desires to pursue a new Corporate Account, Distributor
        shall submit a request for a 120 day covenant not to compete. If said
        account is not actively being solicited by CCI (including its master
        distributor SmartCash ATM LTD), then for a period of 120 days
        Distributor shall have the exclusive rights to that account and if said
        account is still in serious negotiations with Distributor after 120
        days, the exclusivity shall continue until such time as said account
        indicates a desire to cease further negotiations with Distributor or
        Distributor and CCI agree that the process is unlikely to achieve
        success. CCI will update the Solicitation List on a monthly basis. CCI
        agrees that Greyhound Corporation, American Express and Southland
        Corporation are exclusive accounts of Distributor and shall remain
        exclusive clients of Distributor within their existing covenant not to
        compete. Any exceptions to this Covenant Not to Compete must be attached
        to this Agreement as Schedule 3 and approved by a CCI officer.
        Notwithstanding the forgoing, Distributor shall be released from its
        obligation not to compete in the event that CCI has been found to have
        committed an act that validates this Agreement being terminated for
        cause by Distributor.

VIII.   INDEMNIFICATION/HOLD HARMLESS


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         A.      Distributor shall indemnify, hold harmless, and defend, at its
                 sole cost and expense, CCI against and from any and all claims,
                 actions, proceedings, damages, liabilities, losses, fines,
                 penalties, expenses, attorneys fees and all other associated
                 costs arising out of, or related in any manner whatsoever to
                 Distributor's, its agent's or employee's real or alleged
                 wrongful, acts or omissions (whether tortuous or contractual)
                 in connection with the sale or placement of the Products.

         B.      CCI shall indemnify, hold harmless, and defend, at its sole
                 cost and expense, Distributor against and from any and all
                 claims, actions, proceedings, damages, liabilities, losses,
                 fines, penalties, expenses, attorneys fees and all other
                 associated costs arising out of, or related in any manner
                 whatsoever to CCI's, its agent's or employee's real or alleged
                 wrongful, acts or omissions (whether tortuous or contractual)
                 in connection with the sale or placement of the Products.

IX.      COVENANT NOT TO DISCLOSE

         A.       Distributor, during the terms of this Agreement, shall have
                  access to and become familiar with various trade secrets and
                  confidential information of CCI including but not limited to,
                  customer contracts, customer lists, customer prospect lists,
                  invoices, customer requirements, sales procedures, research
                  data, design data, marketing and pricing information and data,
                  marketing plans, financial information of CCI and/or its
                  customers, and other technical, marketing and/or business
                  information. This information shall collectively be referred
                  to as the "Confidential Information" of CCI and Distributor
                  recognizes and acknowledges that this Confidential Information
                  gives CCI a competitive advantage in the industry. Distributor
                  agrees that it shall not use in any way or disclose to any
                  person or entity any of CCI's Confidential Information, either
                  directly or indirectly, either during the term of this
                  Agreement or at any time thereafter, except as required in the
                  course of its services under this Agreement. Distributor shall
                  further take reasonable precautions and act in such manner as
                  to ensure against unauthorized disclosure or use of the
                  Confidential Information. Such information shall be promptly
                  delivered to CCI (without Distributor retaining copies) upon
                  termination of this Agreement.

         B.       CCI, during the terms of this Agreement, shall have access to
                  and become familiar with various trade secrets and
                  confidential information of Distributor including but not
                  limited to, customer contracts, customer lists, customer
                  prospect lists, invoices, customer requirements, sales
                  procedures, research data, design data, marketing and pricing
                  information and data, marketing plans, financial information
                  of Distributor and/or its customers, and other technical,
                  marketing and/or business information. This information shall
                  collectively be referred to as the "Confidential Information"
                  of Distributor and CCI recognizes and acknowledges that this
                  Confidential Information gives Distributor a competitive
                  advantage in the industry. CCI agrees that it shall not use in
                  any way or disclose to any person or entity any of
                  Distributor's Confidential Information, either directly or
                  indirectly, either during the term of this Agreement or at any
                  time thereafter, except ad required in the course of its
                  services under this Agreement. CCI shall further take
                  reasonable precautions and act in such manner as to ensure
                  against unauthorized disclosure or use of the Confidential
                  Information. Such information


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                 shall be promptly delivered to Distributor (without CCI
                 retaining copies) upon termination of this Agreement.

         C.      The Parties recognize and acknowledge that the remedy at law
                 for a breach by either party of any covenants contained in this
                 Section IX shall be inadequate, and each party agrees that the
                 other party in addition to all remedies each may have, shall
                 have the right to injunctive relief to enforce the provisions
                 of this Agreement if there is such a breach or threatened
                 breach.

X.       NO GUARANTEES OR REPRESENTATIONS MADE BY CCI

         Distributor understands and agrees that:

         A.      Neither CCI or any agent, employee or representative of CCI
                 have made any guarantees, representations, or promises
                 concerning the income, gross or net revenues which can or might
                 be realized by Distributor under this Agreement. The success of
                 Distributor under this Agreement is entirely dependent upon
                 Distributor's own business, marketing and managerial skills.

         B.      The Agreement does not constitute an Agreement for a joint
                 venture, partnership, investment interest, franchise or any
                 relationship other than that of Independent Contractor for CCI.

Notwithstanding the forgoing, CCI represents that it is a corporation duly
organized and validly existing under the laws of the State of Nevada and is in
good standing under such laws. CCI has all requisite corporate power and
authority to own lease and operate its properties and assets and to carry on its
business as presently conducted. CCI is qualified to do business as a foreign
corporation and is in good standing in California. CCI has all requisite
corporate right, power and authority to execute and deliver this Agreement and
all agreements related hereto and to consummate the transactions contemplated
hereby.

XI.      CHOICE OF LAW/FORUM

         A.      This Agreement has been entered into, executed, and shall be
                 construed in accordance with the laws of the State of Texas.

         B.      In the event of a dispute concerning this Agreement, the
                 parties agree that any proceeding for resolving such dispute
                 shall occur in the County of Dallas, State of Texas.

XII.     ATTORNEY FEES FOR PREVAILING PARTY

         In any action at law or in equity, including an action for declaratory
         relief, the prevailing party shall be entitled to an award of
         reasonable attorney fees in addition to other awards resulting from
         the dispute.

XIII.    PURCHASE ORDERS


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         A.       Purchase orders, which must be on a CCI approved form, from
                  Distributor are subject to written acceptance by CCI and must
                  incorporate this Agreement by reference. CCI shall have no
                  obligation under a purchase order placed under this Agreement
                  until such written acceptance is dispatched to Distributor by
                  CCI. All purchase orders will be deemed accepted by CCI if no
                  objection in writing is received within one week of submission
                  by DistributoR. Any change to a previously accepted purchase
                  order, as of the date changed, will be treated as a new
                  purchase order submitted for acceptance by CCI. Purchase
                  orders and confirmation by FAX may be accepted by both
                  parties.

         B.       Terms of purchase are as follows: 50% down submitted with
                  purchase order. Delivery is 45 days of purchase order and
                  balance is paid COD with delivery and shipment is made FOB CCI
                  shipping facility.

XIV.     DISTRIBUTORS RIGHT TO SUBLICENSE

         Distributor is authorized and has the right to enter into
         sublicensing agreements and/or distribution agreements with third
         parties provided that said agreements contain the essential terms and
         conditions of this Agreement as they relate to the protection of the
         rights of CCI, including but not limited to: confidentiality
         requirements, payment terms and conditions, and obligations of
         Distributor. The sublicense's and distributors shall be listed on the
         Registration Form attached as Schedule 2.

XV.      CANCELLATION AND RESCHEDULING OF ORDERS

         CCI and Distributor recognize that the calculation of damages resulting
         from cancellation or rescheduling of an order would be difficult to
         determine. Accordingly, the parties agree upon the following schedule
         of charges pursuant to which CCI will accept cancellation of
         rescheduling of any order from Distributor.

         A.      CANCELLATION: Distributor may cancel in whole or in part any
                 order previously accepted by CCI, providing that Distributor
                 reimburses CCI for any expenses incurred by CCI in connection
                 with such order and cancellation. Notwithstanding the
                 foregoing, in the event cancellation by Distributor is due to
                 delay or defective product on the part of CCI, Distributor will
                 pay no fees, charges or expenses whatsoever.

         B.      RESCHEDULING: Distributor may reschedule the shipment date of
                 any order previously accepted by CCI by not more than thirty
                 (30) days by giving written notice to CCI received more than
                 five (5) business days prior to the scheduled shipment date.
                 CCI will accept any subsequent rescheduling of the same order
                 by written notice to CCI received more than five (5) business
                 days prior to the scheduled shipment date only if accompanied
                 by payment of any expenses incurred by CCI in connection with
                 such rescheduling.

XVI.     DELIVERY


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         A.      Delivery for all Products will be F.O.B. from CCI's staging
                 warehouse or the manufacturer, as appropriate ("Delivery"). CCI
                 shall not be liable for any delay in Delivery unless such delay
                 is due to the acts or omissions of CCI. Shipping charges shall
                 be paid by purchaser through Distributor.

         B.      Prices are F.0 B.. and are exclusive of all taxes and duties.
                 Distributor shall pay all taxes and duties associated with the
                 sale of Products and Services, including sales, use, but
                 exclusive of taxes based on CCI's net income. Any tax or duty
                 CCI may be required to collect or pay upon the sale or delivery
                 of Products shall be paid by the Distributor and such sums
                 shall be due and payable to CCI upon delivery,

XVII.    PRODUCT SPECIFICATION CHANGES

         CCI reserves the right to make changes in design or improvements to
         the Product. CCI agrees that it will consult with Distributor
         regarding any such changes and agrees to coordinate the timing of
         implementing any such changes with Distributor and will provide 30
         days written notice prior to implementation of any change to design
         and/or Product. CCI is not obligated to make any such changes to the
         Product previously delivered to Distributor.

XVIII.   SOFTWARE PRODUCT LICENSE

         Unless otherwise stated, CCI grants Distributor a nontransferable,
         non-exclusive license to use its operational software programs for the
         purpose of the operation of the Product with customers only. The
         software provided by CCI is subject to the following provisions:

         A.       CCI retains title to all software and/or firmware programs

         B.       Distributor agrees not to copy, duplicate or otherwise
                  reproduce, disclose sub-license or sell any CCI-supplied
                  software and/or firmware program.

XIX.    TITLE AND RISK OF LOSS

        Each accepted purchase order constitutes separate sales contract based
        on the prices; terms and conditions set forth in this Agreement or as
        amended from time to time in accordance with this Agreement. Title to
        the Product, parts and components sold under each purchase order and the
        risk of loss or damages to the Product will pass from CCI to Distributor
        at the time that the Product is properly loaded on a carrier for
        shipment.

XX.     PRODUCTS WARRANTY

        A.       Up to February 28, 2000, the Product sold by CCI and purchased
                 by Distributor under this Agreement is covered by CCI's
                 standard warranty, one year parts and labor (copy to be
                 supplied)("CCI Warranty"). CCI reserves the right to modify
                 such warranty on prior written notice to Distributor. After
                 February 28, 2000, warranty periods may be limited to 90 days
                 full parts and labor and one year on parts.


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        B.       In addition to the CCI Warranty, CCI will use reasonable
                 efforts to obtain and pass through to Distributor's customers
                 all available warranties obtained from manufacturers of the
                 Products and/or the components of the Products.

        C.       EXCEPT AS SPECIFICALLY PROVIDED HEREIN. NO WARRANTIES,
                 EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY
                 AND FITNESS FOR A PARTICULAR PURPOSE ARE BEING MADE HEREIN. CCI
                 NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR
                 IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE,
                 INSTALLATION OR USE OF THE PRODUCTS. NO REPRESENTATION OR OTHER
                 AFFIRMATION OF FACT INCLUDING BUT NOT LIMITED TO STATEMENTS
                 REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF
                 PRODUCTS, WHETHER MADE BY CCI EMPLOYEES OR OTHERWISE, WHICH IS
                 NOT CONTAINED HEREIN, SHALL BE DEEMED TO BE A WARRANTY BY CCI
                 FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF CCI
                 WHATSOEVER.

        D.       CCI SHALL HAVE NO LIABILITY FOR SPECIAL, INCIDENTAL OR
                 CONSEQUENTIAL DAMAGES.

        E.       Distributor shall not make any other direct or indirect
                 representations or warranties, expressed or implied on behalf
                 of CCI. In the event Distributor does make any such
                 unauthorized representation or warranties, expressed or
                 implied, in connection with the sale, distribution or handling
                 of the Product, Distributor shall hold harmless and indemnify
                 CCI for any expenses (including counsel fees), claims, damages,
                 settlements or liability of any nature whatsoever arising out
                 of such unauthorized representation of Distributor.

XXI.    LIMITATION OF LIABILITY

        A.       EXCEPT AS EXPRESSLY PROVIDED HEREIN, CCI SHALL NOT BE LIABLE
                 FOR ANY LOSS OR DAMAGE CLAIMED TO HAVE RESULTED FROM USE,
                 OPERATION OR PERFORMANCE OF THE PRODUCT AND REGARDLESS OF THE
                 FORM OF ACTION IN ANY AMOUNT ABOVE THE FEE PAID FOR SAID
                 PRODUCT [EXCEPT FOR LOSS OR DAMAGE CAUSED BY THE SOLE
                 NEGLIGENCE OF CCI.]

        B.       IN NO EVENT SHALL CCI BE LIABLE TO DISTRIBUTOR OR ITS END-USER
                 CUSTOMERS FOR (1) ANY SPECIAL, INDIRECT, INCIDENTAL OR
                 CONSEQUENTIAL DAMAGES (ii) ANY DAMAGES RESULTING FROM LOSS OF
                 USE, DATA OR PROFITS, OR (iii) ANY CLAIM, WHETHER IN CONTRACT
                 OR TORT, THAT AROSE MORE THAN ONE YEAR PRIOR TO INSTITUTION OF
                 SUIT THEREON, EVEN IF CCI WAS ADVISED, KNEW, OR SHOULD HAVE
                 KNOWN OF THE POSSIBILITY THEREOF.

        C.       THE FOREGOING  LIMITATIONS ON LIABILITY SHALL BE EFFECTIVE,
                 EVEN IF THE REMEDIES  PROVIDED HEREIN FAIL IN THEIR ESSENTIAL
                 PURPOSE--[CCI LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE
                 PRICE OF THE PRODUCTS PURCHASED.]

XXII.   INSERTION OF SOFTWARE SERVICES


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                 CCI shall have the exclusive right to determine services
                 provided by the Machine and the exclusive right to add or
                 delete services from the software menu and Distributor shall
                 have no right to add services or utilize the soft ware of CCI
                 for any reason whatsoever, without the prior consent of CCI
                 which may be withheld for any reason or for no reason;
                 provided, however, in the event CCI determines in its sole and
                 absolute discretion to utilize a software and/or a service
                 introduced by Distributor, CCI will negotiate in good faith a
                 licensing arrangement providing for the utilization of said
                 software and/or services at that terms such as ownership,
                 retention, licensing fees, royalties etc.

XXIII.  GENERAL PROVISIONS

        A.       The parties agree to execute any further documents and
                 Instruments, which are necessary to effect the substance and
                 intent of this Agreement.

        B.       If any part of this Agreement is construed as unconstitutional,
                 illegal or otherwise invalid by a court of competent
                 jurisdiction, the invalid part shall in no way invalidate the
                 effectiveness of the remainder of this Agreement.

        C.       This Agreement contains all of the Agreements, representations
                 and conditions made by and between the parties. None of the
                 parties shall be liable as a result of reliance upon any
                 statements or representations not contained in this Agreement,
                 or which contradict the expressed contractual language of this
                 Agreement.

        D.       Each party to this Agreement shall have sole responsibility for
                 fulfilling its respective commitments and obligations to the
                 appropriate local, state and federal taxing authorities, as a
                 result of this Agreement and any payments made or received
                 hereunder.

        E.       Notice shall be deemed given (i) when received, if hand
                 delivered and a receipt is executed or (ii) when receipt is
                 executed, if given in writing and actually delivered or
                 deposited in the United States Mail in registered or certified
                 form with return receipt requested postage paid (iii) or
                 received on CCI's Corporate Office facsimile machine given
                 below, All notices shall be given to the notified party at the
                 address given below. The address for notice may be changed by
                 notice.

                               CHECK CENTRAL, INC.
                          1935 Avenida Del Oro, Suite D
                               Oceanside, CA 92056
                       PH#:760-414-9941 FAX#:760-414-9943

        H.      Each party to this Agreement shall execute all instruments and
                documents and take all actions as may be reasonably required to
                effectuate this Agreement.

        I.      For purposes of venue and jurisdiction, this Agreement shall be
                deemed made and to be performed in the City of Dallas, State of
                Texas.

        J.      This Agreement may be executed in counterparts, each of which
                shall be deemed an original and all of which together shall
                constitute one document, The facsimile signatures of the parties
                shall be deemed to constitute original signatures, and


                                 Page 11 of 16


<PAGE>

                facsimile copies hereof shall be deemed to constitute duplicate
                original counterparts.

        K.      Whenever the context so requires in this Agreement all words
                used In the singular shall be construed to have been used in the
                plural (and vice versa), each gender shall be construed to
                include any other genders, and the word "person" shall be
                construed to include a natural person, a corporation, a firm, a
                partnership, a joint venture, a trust, an estate, or any other
                entity.

        L.      The provisions of this Agreement shall be valid and enforceable
                to the fullest extent permitted by law. If any provision of this
                Agreement or the application of such provision to any person or
                circumstance shall, to any extent, be invalid or unenforceable,
                the remainder of this Agreement, or the application of such
                provision to persons or circumstances other than those as to
                which it is held invalid or unenforceable, shall not be affected
                by such invalidity or unenforceability, unless such provision or
                the application of such provision is essential to the Agreement.

        M.      This Agreement may be modified only by an agreement in writing
                executed by the parties to this Agreement, against whom
                enforcement of such modification is sought.

        N.      This Agreement contains the entire Agreement between the parties
                to this Agreement with respect to the subject matter herein and
                supersedes all prior understandings, agreements, representations
                and warranties, if any, whether oral or written, express or
                implied, with respect to said subject matter.

        0.      Any waiver of default under this Agreement must be in writing
                and shall not be a waiver of any other default concerning the
                same or any other provision of this Agreement. No delay or
                omission in the exercise OF any rights or remedies shall impair
                its right of remedy or be construed as a waiver. A consent to or
                approval of any act shall not be deemed to waive or render
                unnecessary consent to or approval of any other or subsequent
                act.


                                 Page 12 of 16

<PAGE>

        P.     Each party to this Agreement and its counsel have reviewed and
               revised this Agreement. The rule of construction that any
               ambiguities are to be resolved against the drafting parties shall
               not be employed in the interpretation of this Agreement or of any
               amendments or exhibits to this Agreement.

        IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the day and year set forth herein below.

CHECK CENTRAL, INC.                        ACS ELECTRONIC COMMERCE GROUP

By:___________________________                 By:_________________________
             Signature                                 Signature

Name:_________________________                 Name:_______________________
          (Please print)                              (Please print)

Title:________________________                 Title:______________________

Date:_________________________                 Date:_______________________


AGREED, ADOPTED AND APPROVED AND AGREEING TO BE BOUND THEREBY GREENLAND
CORPORATION HEREBY AFFIXES ITS DULY AUTHORIZED SIGNATURE

GREENLAND CORPORATION

By: ___________________________
         Louis T. Montulli
         Chairman and CEO

Date: _________________________

ATTACHMENTS:

   Exhibit A - Product
   Schedule 1- Pricing
   Schedule 2- Registration Form


                                 Page 13 of 16


<PAGE>



                                    EXHIBIT A

                                     PRODUCT






                                 Page 14 of 16


<PAGE>



                                   SCHEDULE 1
                                     PRICING

The pricing for the SmartCash ATM paid by Distributor is as set forth in
Paragraph III unless subsequently adjusted by Greenalnd as per the terms of
this Agreement.




                                 Page 15 of 16



<PAGE>



                                   SCHEDULE 2

                               REGISTRATION FORM

Name of Company/Person:

Address of Company/Person:

Name and title of Contact person:

Copy of Sub License Agreement (attached hereto)



                                 Page 16 of 16