FOOD LION, LLC

                                       AND

                         NATIONWIDE MONEY SERVICES, INC.

                                 OCTOBER 5, 2001








<PAGE>
                                TABLE OF CONTENTS

I.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
          1.1     "ATM" . . . . . . . . . . . . . . . . . . . . . . . .   4
          1.2     "ATM  Facility" . . . . . . . . . . . . . . . . . . .   4
          1.3     "Market  Area". . . . . . . . . . . . . . . . . . . .   4
          1.4     "Party"  or  "Parties". . . . . . . . . . . . . . . .   4
          1.5     "Locations" . . . . . . . . . . . . . . . . . . . . .   4
          1.6     "Transaction" . . . . . . . . . . . . . . . . . . . .   4
          1.7     "Live  Date". . . . . . . . . . . . . . . . . . . . .   4

II.   OPERATION  OF  THE  ATM  FACILITIES . . . . . . . . . . . . . . .   4
          2.1     Operation  of  the  ATM Facilities in the Market Area   4
          2.2     Exclusivity . . . . . . . . . . . . . . . . . . . . .   5

III.   EQUIPMENT,  INSTALLATION,  AND  MAINTENANCE. . . . . . . . . . .   5
          3.1     Equipment . . . . . . . . . . . . . . . . . . . . . .   5
          3.2     ATM  Facility  Area . . . . . . . . . . . . . . . . .   5
          3.3     Installation. . . . . . . . . . . . . . . . . . . . .   6
          3.4     Maintenance  and  Service . . . . . . . . . . . . . .   6
          3.5     Title:  Risk  of  Loss. . . . . . . . . . . . . . . .   7
          3.6     Taxes  and  Liens . . . . . . . . . . . . . . . . . .   7
          3.7     Indemnification . . . . . . . . . . . . . . . . . . .   7

IV.   REGULATORY  AND  SAFETY  COMPLIANCE . . . . . . . . . . . . . . .   7
          4.1     Requisite  Approvals. . . . . . . . . . . . . . . . .   7

V.   SHARING  OF  REVENUES. . . . . . . . . . . . . . . . . . . . . . .   8
          5.1     Payment . . . . . . . . . . . . . . . . . . . . . . .   8

VI.  TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
          6.1     Required  Transactions. . . . . . . . . . . . . . . .   8
          6.2     Permitted  Transactions . . . . . . . . . . . . . . .   8
          6.3     Interchange  Networks . . . . . . . . . . . . . . . .   9

VII.  ADVERTISING  AND  PROMOTION:  SIGNAGE . . . . . . . . . . . . . .   9
          7.1     Joint  Advertising  and Promotion . . . . . . . . . .   9
          7.2     Signage . . . . . . . . . . . . . . . . . . . . . . .   9

VIII. REMOVAL  OF  ATM FACILITIES IN THE MARKET PLACE . . . . . . . . .  10

IX.   TERM  AND  TERMINATION. . . . . . . . . . . . . . . . . . . . . .  10
          9.1     Initial  Term  and  Renewal . . . . . . . . . . . . .  10
          9.2     Termination  for  Cause     11
          9.3     Termination  Upon  Bankruptcy  or  Insolvency . . . .  11
          9.4     Termination  by Reason of Regulation. . . . . . . . .  11

X.   SERVICE  MARK. . . . . . . . . . . . . . . . . . . . . . . . . . .  11
          10.1    Service  Mark . . . . . . . . . . . . . . . . . . . .  11
          10.2    Survival  of  this  Article . . . . . . . . . . . . .  12


                                        2
<PAGE>
XI.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
          11.1    Entire  Agreement . . . . . . . . . . . . . . . . . .  12
          11.2    Waiver. . . . . . . . . . . . . . . . . . . . . . . .  12
          11.3    Notices . . . . . . . . . . . . . . . . . . . . . . .  12
          11.4    Governing  Law. . . . . . . . . . . . . . . . . . . .  12
          11.5    Binding  Effect;  Successors  and  Assigns. . . . . .  12
          11.6    Caption . . . . . . . . . . . . . . . . . . . . . . .  12
          11.7    Severability. . . . . . . . . . . . . . . . . . . . .  12
          11.8    Relationships  of  the  Parties . . . . . . . . . . .  13
          11.9    Laws  and  Regulations. . . . . . . . . . . . . . . .  13
          11.10   Compliance  with  Laws. . . . . . . . . . . . . . . .  13
          11.11   Force  Majeure. . . . . . . . . . . . . . . . . . . .  13
          11.12   Insurance . . . . . . . . . . . . . . . . . . . . . .  13

XII.   SIGNATURE'S  . . . . . . . . . . . . . . . . . . . . . . . . . .  14

   EXHIBIT  A.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15


                                        3
<PAGE>
                                    AGREEMENT
                                    ---------

     THIS  AGREEMENT  (hereinafter  referred to as the "Agreement") is made this
___  day  of  October  2001,  ("Effective  Date")  by and between Food Lion, LLC
(hereinafter referred to as "Food Lion" or "Merchant"), a North Carolina limited
liability  company  and  Nationwide  Money  Services,  Inc.  ("NMS"),  a  Nevada
Corporation.

     WHEREAS,  NMS  provides  for  the  future  installation of automated teller
machines  in  Locations  owned,  and/or  operated  by  Food  Lion;

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and adequacy of which
are  hereby  acknowledged,  NMS  and  Food  Lion  hereby  agree  as  follows:


I.     DEFINITIONS
       -----------

     For  the  purpose  of  this  Agreement,  the following terms shall have the
meanings  set  forth  below,  unless  the context in which any such term is used
shall  clearly  indicate  otherwise:

     1.1  "ATM"  shall  mean  an  automated  teller  machine.
          ----

     1.2  "ATM  Facility"  shall mean an ATM and such other equipment, fixtures,
          -------------
          and  furnishings  as  are  necessary  to  operate  the  machine.

     1.3  "Market  Area"  shall  mean  the states in which Food Lion owns and/or
          -------------
          operates  Locations.

     1.4  "Party"  or  "Parties"  shall  mean  Food  Lion  and/or  NMS.
           --------------------

     1.5  "Location"  or"Locations" shall mean Food Lion and any locations owned
          ------------------------
          or  operated by Food Lion in the Market Area after the effective date.

     1.6  "Transaction"  shall  mean  any  request and/or authorization for cash
          -------------
          withdrawals  by  means  of  a  credit  card  or  debit card at an ATM.

     1.7  "Live Date" shall mean the date of the installation of cash in the ATM
          ----------
          installed  as  referenced  on  Exhibit  "A".


II.  OPERATION  OF  THE  ATM  FACILITY
     ---------------------------------
     2.1  Operation  of  ATM  Facilities  in  the  Market  Area
          -----------------------------------------------------

          (a)  Upon  the  mutual agreement of the Parties, NMS shall install ATM
               Facilities  in a location operated or acquired by Merchant in the
               Market  Area  after  the  Effective  Date.

               Merchant  hereby  grants  to  NMS  and  NMS  hereby  accepts from
               Merchants  the  exclusive right and license to install, maintain,
               and operate ATMs in Merchant's Location and located in the Market
               Areas  as  listed  in  Exhibit  "A"  (all  such  locations  being
               hereinafter  referred to together as the "Locations" and any such
               individual  Locations  hereinafter  referred  to as "Location" or
               "Locations").

          (b)  The  following  factors  will  be  taken  into consideration when
               determining  whether  or  not  to  place  an  ATM  Facility in an
               additional  Location:  (I)  the  proximity  of  the  Location  in
               relation  to  major  streets;  (II)  the age of the location; and


                                        4
<PAGE>
               (III) factors pertaining to the Location's market area, including
               the  average  age  of  the  population, the average income of the
               population, the population density, the traffic patterns, whether
               the  market area is urban or rural, and competition in the market
               area.

          (c)  Merchant  shall  provide  a  thirty  (30) day notice to NMS as it
               relates  to  new  Location  "Grand  Opening" occasions. This will
               allow  NMS  time  to  install an ATM Facility and prepare for the
               replenishment  of  cash.

     2.2  Exclusivity
          -----------

          (a)  Nothing  in  this  Agreement  shall  limit  the  right  of NMS to
               install,  operate  and/or  maintain ATM Facilities of any kind in
               any location, including, without limitation, locations within the
               Market  area  of  a  Merchant Location, but not owned by Merchant
               even  if  such  locations  are  in competition with a Location in
               which  NMS has placed an ATM Facility pursuant to this Agreement.

          (b)  NMS  shall  have the exclusive right of first refusal to install,
               operate  and  maintain any ATM Facilities in all present Merchant
               Locations  in  the  Market  Area  excluding  those Locations with
               preexisting  non-NMS  ATM (or Branch Bank) Facilities, subject to
               existing  agreements.

          (c)  NMS  acknowledges that Merchant may accept POS debit/credit cards
               for  purchases  in  its  Locations,  and  may  give up to $100.00
               dollars  "cash  back"  in  excess  of  purchases to any customers
               without  any  obligation  to  NMS.


III. EQUIPMENT,  INSTALLATION  AND  MAINTENANCE
     ------------------------------------------

     3.1  Equipment
         ---------

          (a)  NMS shall obtain any ATMs and related equipment needed for future
               installations  from  a  vendor  of  its  choosing.  NMS shall use
               reasonable  commercial  efforts to ensure that all ATM Facilities
               meet common industry standards for similarly located ATMs and are
               maintained in a manner consistent with standard industry practice
               for  similarly  located ATMs; provided, however, that in no event
               shall  NMS  be  required  to make expenditures in connection with
               such  ATM  Facilities  which  NMS  (in  its  sole  but reasonable
               opinion)  believes are unreasonable or unnecessary to meet common
               industry  standards.  NMS may, at its sole discretion, choose any
               method  of  communications  that  it  deems  appropriate  for the
               specific  ATM  Location  (e.g.  lease  line,  dial-up,  or ISDN).

     3.2  ATM  Facility  Area
          -------------------

          (a)  Merchant  shall make available to NMS as much of the space within
               each  Location  in  which  NMS  operates  an  ATM  Facility as is
               necessary  to  enable  customers to have a clear and unobstructed
               access  to  the ATM Facility and for maintenance and servicing of
               the  ATM  Facility.

          (b)  For  any ATM Facility installed in a Location after the Effective
               Date,  Merchant  will  permit NMS to place such ATM Facility in a
               prominent  and  readily  accessible area within the Location. The
               ATM  Facility  will  be  located  so  that  customers  have  an
               unobstructed,  unrestricted  view  of  the  ATM Facility from the
               front  entrance  of the Location upon entering when such position
               is  reasonably  feasible.  The  area in which the ATM Facility is
               placed  will  be  selected by the Merchant in accordance with the
               aforementioned  criteria,  subject  to the approval of NMS, which
               approval  will  not  be  unreasonably  withheld.


                                        5
<PAGE>
          (c)  Any  Location  that  has either a Bank Branch or existing non-NMS
               ATM  Facility operating will not be eligible for an NMS ATM until
               the  Bank Branch and/or non-NMS ATM Facility ceases operation and
               de-installs  at  said  Location.

          (d)  Merchant will make its best effort to notify NMS of any unsafe or
               hazardous  conditions  in  the immediate area of the ATM Facility
               resulting  in  the  installation,  de-installation,  ongoing cash
               replenishment,  or  ongoing maintenance of the ATM Facility. Upon
               notification,  NMS  will  make  its  best  effort  to immediately
               correct the cause/reason for the unsafe or hazardous condition of
               the  ATM  Facility.

     3.3  Installation
          ------------

          (a)  The  Costs  associated  with  installation  of  the  ATM Facility
               Locations  shall  be  borne  by  NMS  or  its  assigns.

          (b)  The  costs associated with the initial installation of electrical
               and  telephone  line in all Locations installed after the date of
               this  Agreement,  unless stated below in Section 3.3(c), shall be
               borne  by  NMS  or its assigns. The electrical and telephone line
               installations must comply with both Merchant's and manufacturer's
               specifications.

          (c)  Merchant  will  pre-wire  electrical and telephone lines, for the
               purposes  of placing an ATM Facility as specified in Section 3.2,
               in  all  newly constructed Locations that open after December 31,
               2001,  and  those  costs  shall  be  borne  by  Merchant.

          (d)  The  ongoing  costs  associated  with  telephone  charges  in all
               existing  and  additional  Locations shall be borne by NMS or its
               assigns.

          (e)  The  ongoing  costs  associated  with  electrical  service in all
               existing  and  additional  Locations  shall be borne by Merchant.

          (f)  The  costs  associated  with the purchase of bumpers (intended to
               protect  the  ATMs from shopping carts, incidental contact, etc.)
               in  any  existing  or  additional  Locations  shall  be  borne by
               Merchant.

          (g)  The  costs  associated  with  the  installation (up to three) and
               maintenance  of  bumpers in all existing and additional Locations
               shall be $100.00, borne by Merchant. This fee will be paid to NMS
               via  invoice.

     3.4  Maintenance  and  Service
          -------------------------

          (a)  NMS  or  its  designated  agents  or subcontractors shall provide
               first  and  second line maintenance service to the ATM Facilities
               in  the  Locations,  including  but  not  limited  to,  internal
               cleaning,  maintenance,  repair,  parts and labor, and shall keep
               the  ATMs  operational  an  average  of 95% of the time. NMS will
               provide  the  operational  percentage  for each ATM Facility on a
               monthly  basis  to  the  Merchant.

          (b)  NMS  or  its  designated  agents or subcontractors shall have the
               right  to enter any Locations in which an ATM Facility is located
               during  such  Location's  normal  business  hours  to perform the
               maintenance  and  repairs  contemplated  herein.  In  addition,
               Merchant  shall  use  reasonable  commercial  efforts  to provide
               access  to  any  Location  in  which  an  ATM Facility is located
               outside  of business hours in the event of an emergency requiring
               immediate  maintenance  or  repair  of  an  ATM  Facility.

          (c)  NMS shall provide cash and cash replenishment services to the ATM
               Facilities.  Food  Lion  acknowledges that NMS may use vault cash
               supplied  by  independent third party banks wherein the banks may


                                        6
<PAGE>
               brand  the  ATM  Facility with the name of the bank (or financial
               institution).

     3.5  Title:  Risk  of  Loss
          ----------------------

          (a)  All  ATM Facilities placed in Locations shall remain the property
               of  NMS  or  its  assigns,  and NMS or its assigns shall bear the
               entire  risk  of loss or damage to any such ATM Facility, whether
               caused  by  fire,  the  elements,  unavoidable  accident or other
               casualty.

          (b)  In the event of damage to any ATM Facility in Location, NMS shall
               determine  whether  such  ATM Facility can be repaired or must be
               replaced.  Subject to the right of NMS to remove the ATM Facility
               pursuant  to  Section  8 hereof, NMS shall diligently pursue such
               repair  or  replacement,  and  Merchant  shall cooperate in same.

     3.6  Taxes  and  Liens
          -----------------

          NMS  or  its  assigns shall pay all personal property taxes or similar
          assessments  directly  relating  to  the  ATM Facilities in Merchant's
          Locations  as  they  become  due.

     3.7  Indemnification
          ---------------

          (a)  NMS  shall  indemnify  and  defend  Merchant  against,  and  hold
               Merchant harmless from, all claims, liabilities, costs, losses or
               expenses  directly  arising  or  resulting from the installation,
               use,  maintenance or removal of the ATM Facilities located in the
               Locations  and  accruing  after  the  Effective  Date;  provided,
               however,  that  NMS  shall have no duty of indemnity or any other
               liability for claim, liability, cost, loss or expense, or portion
               thereof  which arises directly from the negligent act or omission
               or willful misconduct of Merchant, its officers, agents, servants
               or employees. IN NO EVENT SHALL NMS HAVE ANY DUTY OF INDEMNITY OR
               OTHER  LIABILITY  FOR  CONSEQUENTIAL  OR  SPECIAL  DAMAGES.

          (b)  Merchant  shall  indemnify  and  defend NMS against, and hold NMS
               harmless from, all claims, liabilities, costs, losses or expenses
               directly  arising  or  resulting  from  the  installation,  use,
               maintenance  or  removal  of  the  ATM  Facilities located in the
               Locations  and  accruing  after  the  Effective  Date;  provided,
               however  that  Merchant  shall  have  no duty of indemnity or any
               other  liability  for claim, liability, cost, loss or expense, or
               portion  thereof  which arises directly from the negligent act or
               omission  or  willful  misconduct  of  NMS, its officers, agents,
               servants  or  employees. IN NO EVENT SHALL MERCHANT HAVE ANY DUTY
               OF  INDEMNITY  OR  OTHER  LIABILITY  FOR CONSEQUENTIAL OR SPECIAL
               DAMAGES.

          (c)  Survival  of  this  Article
               ---------------------------
               This  provision shall survive termination of this Agreement for a
               three  (3)  year  period.


IV.  REGULATORY  AND  SAFETY  COMPLIANCE
     -----------------------------------

     4.1  Requisite  Approvals
          --------------------

          This  Agreement  is  subject to NMS obtaining all necessary regulatory
          authorizations,  consents and approvals for the purchase, installation
          and  operation  of  the  ATM Facilities as contemplated hereunder. NMS
          agrees  to  use  reasonable  commercial  efforts  to  obtain  all such
          consents  and  approvals  at  its  sole  cost  and  expense.


                                        7
<PAGE>
V.   SHARING  OF  REVENUES
     ---------------------

     5.1  Payment
          -------

          NMS  shall  pay  at  the  end  of each month an amount for the average
          transactions  performed  at  all  ATMs  that  month  (hereinafter
          "Transaction Fee"). Commencing with the first billing period following
          the  signing  of  this Agreement, the Transaction Fee will be based on
          the  number  of  transactions per ATM in accordance with the structure
          below.

          When  Merchant  provides  only  space  and  electrical  service:

          Transaction                                 Fee
          -----------                                 ---
          0  -  500                                   $0.20  per  transaction
          501  -  1500                                $0.40  per  transaction
          1501  -  2500                               $0.50  per  transaction
          2501  -  plus                               $0.54  per  transaction


          When  Merchant provides Cash, First Line service, space and electrical
          service:


          Transaction                                 Fee
          -----------                                 ---
          0  -  500                                   $0.60  per  transaction
          501  -  1500                                $0.80  per  transaction
          1501  -  2500                               $0.90  per  transaction
          2501  -  plus                               $0.94  per  transaction


          For  the  purpose  of  the  calculation  of  the  Transaction  Fee,
          "Transaction"  shall  mean any of the following functions attempted at
          an  ATM and approved: (a) withdrawals from checking or savings account
          and  (b)  credit card or debit card cash advances. The Transaction Fee
          shall  be  payable to Merchant at its Corporate Headquarters not later
          than  the  twenty  fifth  (25th)  day  of  each  month, with regard to
          transactions  performed during the immediately preceding month. In any
          event  the Transaction Fee paid to Merchant will not be less than that
          paid to any other merchant with a like amount of terminals and average
          transactions  per  terminal.

          These fees are based on a $2.00 convenience fee (surcharge). NMS shall
          not  increase  the  convenience  fee  charged  during the term of this
          Agreement  unless  the standard accepted convenience fee increases and
          until  Merchant  has  been  notified.  Merchant  will  receive  a like
          percentage of the increase (i.e. a 100% fee increase would result in a
          100%  increase in the above schedule of revenues). NMS shall cause the
          convenience  fee  to  be  recorded  on  customer's  receipt.


VI.  TRANSACTIONS
     ------------

     6.1  Required  Transactions
          ----------------------

          Each  ATM Facility shall perform at least the following functions: (i)
          withdrawal  from  checking  or savings account, (ii) balance inquiries
          for checking or savings accounts, (iii) transfers between checking and
          savings  accounts,  and  (iv)  cash  advances.

     6.2  Permitted  Transactions
          -----------------------


                                        8
<PAGE>
          NMS  may  also  offer  through  the ATM Facilities any services that a
          financial  institution  chartered under the laws of the Market Area is
          permitted  to  offer at ATMs. Without limiting the foregoing, Merchant
          specifically  agrees  that NMS may offer, some or all of the following
          functions  through the ATM Facilities in Locations: Electronic Benefit
          Transfers,  airline  tickets,  other  transportation  ticketing, event
          ticketing,  electronic  bill  payment, dispensing of discount coupons,
          and  promotions  and  contests  as  long  as  such  discount  coupons,
          promotions  and  contests  are  not  competitive  with  or  harmful to
          Merchant.  Merchant  will  have  the  right  to  final  consent on any
          services  offered  by  NMS,  which  consent  shall not be unreasonably
          withheld.

     6.3  Interchange  Networks
          ---------------------

          NMS  represents that it is a party to agreements with various entities
          so that the required transactions, as described in Section 6.1, can be
          completed.


VII.  ADVERTISING  AND  PROMOTION:  SIGNAGE
      -------------------------------------

     7.1  Joint  Advertising  and  Promotion
          ----------------------------------

          NMS  and  Merchant  shall  undertake  such marketing efforts as may be
          mutually  agreeable  to  them  to advertise and promote the use of the
          ATMs  in  Merchant's Locations. All "fee based" advertising plans must
          be  approved  in  writing  by  NMS  and  by  the  Merchant.

          Merchant  acknowledges  that  NMS  intends  to  advertise the ATMs and
          authorizes NMS to advertise the existence and Location of the ATMs and
          the  service  offered  thereby in such media and in such manner as NMS
          deems  desirable.  Such  advertising may identify Merchant by name and
          logo  and may identify the Location served by the ATM with the name of
          the  Merchant's  Location(s), but such advertising shall be restricted
          to  the promotion of the ATMs and other banking services and any other
          use  of the Merchant's name or logo without the prior written approval
          of  Merchant,  is  prohibited.

          Merchant shall use reasonable commercial efforts to promote the use of
          the  ATMs. Merchant may advertise in such media and in such manner, as
          Merchant deems desirable; provided, however, that due to the technical
          nature  of  the  ATM, all advertising, other than through employees or
          other  forms of word-of-mouth advertising, must be previously approved
          by  NMS.

          In  the  event that NMS provides advertisers who would like to use the
          ATM  Facilities  via couponing or through screen advertising, Merchant
          will  receive  20%  of  the  gross  margin created by the sale of this
          program.  In  the  event  that Merchant provides advertisers, Merchant
          will  receive  50%  of  the  gross  margin.

     7.2  Signage
          -------

          (a)  Merchant  shall permit NMS to place any advertising or signage it
               chooses  on  any  ATM  Facility within a Location as long as such
               advertising:  (I)  is  not  for  the  benefit of any entity which
               competes  with  the  Merchant,  (II)  in  Merchant's  reasonable
               judgment,  does  not  deprive Merchant of advertising revenues it
               reasonably  could  have  expected  to  receive  by  and  for such
               advertising,  and (III) in Merchant's reasonable judgment, is not
               inconsistent  with  the  image  and  d  cor  of  a  Location.

          (b)  Merchant  shall  permit  NMS  to place signage on the exterior of
               each  Location  at  which  an  ATM  Facility  is  operated  which
               prominently  notes  the  existence  of  the  ATM Facility and the
               participation  of  NMS;  provided  that  such  signage  shall not
               violate  any local, state or federal law. Merchant and Merchant's
               Landlord  shall  always  have  the  right to approve all exterior
               signage  and  the  placement  thereof,  in  writing  prior to the
               installation,  provided  that  approval  is  not  unreasonably
               withheld.


                                        9
<PAGE>
VIII.Removal  of  ATM  Facilities  in  the  Market  Area
     ---------------------------------------------------
     NMS  may  remove  any  ATM  from  a Location in the Market Area as follows:

          (a)  The  ATM  Facility  must have been installed for a minimum of six
               (6)  months  prior  to  the  removal.

          (b)  NMS  shall give Merchant written notice of the planned removal of
               an  ATM  Facility  at  least  sixty  (60)  days prior to removal.

               (i)  Unless stated below in Section 8(b)(ii) and Section
                    8(b)(iii), all costs associated with removal and
                    de-installation of the ATM Facility shall be borne by NMS or
                    its assigns.

               (ii) All  costs  associated  with  de-installation  and
                    re-installation  of  a Location as a result of remodeling of
                    the  Locations  from  which  the  ATM  Facility was removed,
                    including  costs of restoring any merchandise display areas,
                    shall  be  borne by Merchant. Merchant will give best effort
                    to  give  notice  of  the planned removal of ATM Facility at
                    least  seven  (7)  days  prior  to  temporary  removal.

              (iii) All  costs  associated with removal and de-installation of
                    the  ATM  Facility  shall  be  borne  by  Merchant  when the
                    de-installation  is  requested  by  Merchant.

               (iv) NMS  shall  have  the  option to remove an ATM Facility as a
                    result  of  theft  or  vandalism  of  said  ATM  Facility.

          (c)  NMS  shall  have  the  option, upon sixty (60) days prior written
               notice  to  Merchant, to de-install and remove from any Locations
               any  ATM  at  which  fewer  than  four hundred (400) monthly cash
               withdrawal  transactions  are  performed,  provided  that NMS has
               operated  an  ATM  in  such  locations  for not less than six (6)
               months.  Merchant  has  the option to subsidize any ATM site that
               NMS  decides  to remove. The monthly subsidy will be based on the
               following formula: number of monthly cash withdrawal transactions
               under  400  x  $2.00.  The current average transaction revenue is
               $2.00.  The  subsidy  calculation  shall  be  recalculated  when
               requested  in  writing  by either party, however a minimum of six
               (6)  months  must  pass  between  recalculations.


IX.  TERM  AND  TERMINATION
     ----------------------

     9.1  Term  and  Renewal
          ------------------

          (a)  This Agreement shall commence immediately and run for a period of
               five  (5)  years  from  the  date  of  the last installed ATM, as
               defined  in Section 9.1(b), which is not to exceed 12 months from
               the date of this executed Agreement. This Agreement may renew for
               additional terms of one (1) year on terms and conditions mutually
               acceptable  to  NMS  and  Merchant.  Notice by Merchant or NMS of
               either  parties'  intent  not to renew must be sent in writing at
               least  sixty  (60)  days  prior  to the expiration of the initial
               term.  Upon  receipt of such notice, NMS and Merchant shall enter
               into negotiations on the terms and conditions to be applicable to
               such  renewal  period, if any. If agreement is not reached by the
               expiration  date  hereof,  this Agreement shall terminate and NMS
               shall  provide  for  timely  removal  of  all ATMs from Food Lion
               stores.


                                       10
<PAGE>
          (b)  NMS,  with  cooperation from Merchant, will use it's best efforts
               to  install  ATMs  in all approved Locations no later than twelve
               (12)  months  from  the  date  of  this  executed  Agreement.

          (c)  Merchant will provide to NMS within 15 business days of execution
               of  this  Agreement  an updated list of available Locations as of
               the  date  of  this  executed  Agreement.

          (d)  Any  ATM requested and/or approved by Merchant, after the initial
               twelve  (12) month implementation period described in (a) of this
               section will be allowed to operate under the terms and conditions
               of  this  agreement  for five (5) years from the ATM installation
               date.

     9.2  Termination  for  Cause
          -----------------------

          Either  Party  may  terminate  this  Agreement  with  respect  to  its
          participation  in  this Agreement in the event of a material breach of
          this Agreement by the other Party (the "Breaching Party") by providing
          forty-five  (45) days written notice specifically describing the event
          causing  such  breach;  provided, however, that if the breaching Party
          shall  have  cured the breach prior to the expiration of the notice of
          termination,  this  Agreement  shall continue in full force and effect
          with  respect  to  the  Party  giving  notice as if no notice had been
          given.

     9.3  Termination  Upon  Bankruptcy  or  Insolvency
          ---------------------------------------------

          In  the  event  that  (a)  a Party shall become insolvent, (b) a Party
          shall  make an assignment of its property for the benefit of creditors
          or  shall  seek  liquidation or reorganization under any insolvency or
          bankruptcy  law,  (c)  a petition is filed by or against a Party under
          any  provision  of  the  United  States  Bankruptcy  Code which is not
          dismissed  or stayed within sixty (60) days after its filing, or (d) a
          receiver  or trustee for a Party shall not have been discharged within
          sixty (60) days from the date of appointment, then the other Party may
          immediately  terminate  this  Agreement and pursue all other available
          remedies  at  law  or  equity.

     9.4  Termination  by  Reason  of  Regulation
          ---------------------------------------

          Either  Party  may terminate this Agreement or curtail or restrict its
          operations  hereunder  at  any  time or times upon notice to the other
          Party,  all  without  the  terminating  Party having liability or cost
          owing  to  other  Party,  except  for  liabilities  accrued  prior  to
          termination,  on  the issuance of any order, rule or regulation of any
          regulatory  agency  or administrative body or the decision or order of
          any  court  agency  or administrative body or the decision or order of
          any  court of competent jurisdiction that is controlling or binding on
          the  terminating  Party  prohibiting performance of any or all of that
          Party's  obligations  under  this Agreement, or if such order, rule or
          regulation  so  restricts the performance of such obligations so as to
          make the continued performance thereof unprofitable or undesirable, or
          will be unduly restrictive to the business of the terminating Party or
          shall  require  burdensome  capital  contributions  or  expenditures.
          Notwithstanding  the  foregoing,  prior  to  the  termination  of this
          Agreement  the  Parties agree to make a good faith effort to modify or
          amend  the  Agreement  so that performance of each Party's obligations
          under  this  Agreement complies with such order or rule of regulation;
          provided,  however,  that  such  amendment  or  modification  must not
          increase  either  Party's cost of performance or reduce either Party's
          profits  from this Agreement. If such amendment or modification cannot
          be entered into no later than thirty (30) days following the Effective
          Date  of  such  order,  rule or regulation, then this Agreement may be
          terminated.


X.   SERVICE  MARK
     -------------

     10.1 Service  Mark
          -------------


                                       11
<PAGE>
          Merchant acknowledges that the phrase "Nationwide Money Services" is a
          service  mark,  the rights to which are owned by NMS, and that it will
          use  such  service mark only in the manner authorized pursuant to this
          Agreement  or  otherwise  authorized  in  writing  by  NMS.

     10.2 Survival  of  this  Article
          ---------------------------

          The  Parties hereby agree that if this Agreement is terminated for any
          reason,  the  provisions  of  this  Article  10  shall  survive  such
          termination  and  shall  continue  in full force and effect as if such
          termination  had  not  occurred  for  a  period  of  three  (3) years.


XI.  MISCELLANEOUS
     -------------

     11.1 Entire  Agreement
          -----------------

          The  Agreement  and  the exhibit(s) attached hereto contain the entire
          Agreement  between NMS and Merchant with respect to the subject matter
          hereof  and shall supersede all previous negotiations, commitments and
          writings.  This  Agreement may not be released, discharged, abandoned,
          changed  or  modified in any manner except by an instrument in writing
          signed  by a duly authorized officer or representative of both NMS and
          Merchant.

     11.2 Waiver
          ------

          The  failure  of  either Party to enforce at any time any provision of
          this  Agreement  or to exercise any right herein provided shall not in
          any  way  be  construed  to  be a waiver of such provision or right in
          connection with any subsequent breach or default, and shall not in any
          way  affect  the  validity  of  this  Agreement or any part hereof, or
          limit,  prevent  or  impair  the  right  of such Party subsequently to
          enforce  such  provision  or  exercise  such  right.

     11.3 Notices
          -------

          Any notice required or permitted hereunder shall be in writing and may
          be  given  by  personal  service  or  by depositing same in the United
          States  mail, first class postage prepaid, to the address of the Party
          receiving notice as it appears on the signature page of this Agreement
          or  as  changed  through  written  notice  to  the  other  Party.

     11.4 Governing  Law
          --------------

          This  Agreement  shall  be construed in accordance with North Carolina
          law.

     11.5 Binding  Effect;  Successors  and  Assigns
          ------------------------------------------

          This  Agreement  is  binding  on  the  Parties  and  their  respective
          successors  and  assigns.  Neither  Party  may  assign  this Agreement
          without prior written consent, which consent shall not be unreasonably
          withheld.

     11.6 Caption
          -------

          Captions  contained in this Agreement are inserted only as a matter of
          convenience and in no way define, limit, or extend the scope or intent
          of  this  Agreement  or  any  provision  hereof.

     11.7 Severability
          ------------


                                       12
<PAGE>
          If  any  provision  of  this  Agreement,  or the applicability of such
          provision  to  any person, entity or circumstance, shall be determined
          to  be  invalid  by  any  court  of  competent jurisdiction, then such
          determination  shall not affect any other provision of this Agreement,
          all  of  which provisions shall remain in effect and, if the provision
          is  capable  of two constructions, one of which would render it valid,
          the  provision  shall  have  the  meaning  which  renders  it  valid.



     11.8 Relationships  of  the  Parties
          -------------------------------

          It  is  expressly  understood  and  acknowledged  that  it  is not the
          intention  or  purpose of this Agreement to create, nor shall the same
          be  construed  as  creating,  any type of partnership, relationship or
          joint  venture  and the relationship between the Parties shall be that
          of  Independent  contractors.

     11.9 Laws  and  Regulations
          ----------------------

          This  Agreement  is subject to all present and future laws, ordinances
          and regulations of duly constituted governmental authorities having or
          purporting  to  have jurisdiction and applicability to either Party or
          the  subject  matter  of this Agreement. If, for the period and to the
          extent  that  it  will  appear  at  any  time  or  be  determined that
          performance,  in  whole  or part by either Party as herein stipulated,
          would  be  in  conflict  with  any  legal requirements imposed by such
          authorities,  this  Agreement,  upon  written notice thereof by either
          Party  to  the  other,  will  become  and  remain  inoperative.
          Notwithstanding the foregoing, both Parties agree to make a good faith
          effort  to  modify  or amend the Agreement so that performance of each
          Party's  obligations  hereunder complies with such legal requirements;
          provided,  however,  that  such  amendment  or  modification  must not
          increase  either  Party's cost of performance or reduce either Party's
          profits hereunder. If such amendment or modification cannot be entered
          into  within  thirty (30) days after it is determined that performance
          as  herein  stipulated  conflicts  with a legal requirement, then this
          Agreement  may  be  terminated.  In  no  event  will  the term of this
          Agreement  be  extended as the result of such conflict nor will either
          Party  be  required  to  make  up  any sales or purchases omitted as a
          result  thereof.

     11.10 Compliance  with  Laws
           ----------------------

          Each Party will perform its obligations under this Agreement in strict
          compliance  with  all  applicable  laws,  orders or regulations of all
          appropriate  jurisdictions.  Moreover,  no  portion  of any payment by
          either  Party  to  the  other Party hereunder will be used as a bribe,
          kickback,  rebate, illegal political contributions, for the purpose of
          obtaining  political  influence, or in violation of applicable foreign
          exchange  control  regulations, tax laws or regulations, or other laws
          or  regulations  of  any  jurisdiction.

     11.11  Force  Majeure
            --------------

          Neither  Party  shall  be  considered in default in performance of its
          obligations  should its performance thereof be delayed or presented by
          force  majeure.  "Force majeure" shall include, but not be limited to:
          hostilities,  restraint  of  rulers  or  peoples,  revolution,  civil
          commotion  or  riots;  strike  or  lockout;  epidemic, accident, fire,
          flood,  earthquake,  windstorm  or  explosion;  lack  of or failure of
          transportation  facilities;  lack  of  or failure of power facilities;
          regulation  or  ordinance,  demand  or  requirement  of  or  denial of
          approval  by, any government or governmental agency having or claiming
          to have jurisdiction over the subject matter of this Agreement or over
          the Parties; or any act of God or any act of Government; or any cause,
          whether  of the same or different nature, existing or future, which is
          beyond the control and without the fault or negligence of the Parties.

     11.12  Insurance
            ---------


                                       13
<PAGE>
          NMS  and Merchant agree to maintain during the term of this Agreement,
          with  insurers  admitted  do business in any state in which operations
          are to be conducted, and currently holding a Best's rating of at least
          B+6,  the  following  insurance:

          (a)  Commercial General Liability (1986 Occurrence Form or equivalent)
               with  limits  of  at least $1 million each occurrence and general
               aggregate  -  each  location,  single  limit  bodily and property
               damage  combined.

          (b)  Statutory  Workers'  Compensation  and  at  least  100/500/100
               Employers  Liability  Insurance.

          (c)  The  equivalent  of  ISO  Special Form Property Insurance for the
               full  replacement  value of any property owned by NMS and located
               in  the  Locations  owned  or  operated  by  Merchant.

          (d)  Employee  Dishonesty (Fidelity) Insurance with limits of at least
               $100,000.00.


XII. SIGNATURE'S
     -----------

          NATIONWIDE  MONEY  SERVICES,  INC.
          221  Ponte  Vedra  Park  Drive
          Ponte  Vedra  Beach,  FL.  32082


DATE: ____________________________________


SIGNATURE:  ______________________________

NAME  (PRINT): ___________________________

TITLE: ___________________________________


          FOOD  LION,  LLC
          2110  Executive  Drive
          Salisbury,  NC.  28145


DATE: ____________________________________


SIGNATURE:  ______________________________

NAME  (PRINT): ___________________________

TITLE: ___________________________________


                                       14
<PAGE>
                                    EXHIBIT A



To  be  added



                                       15
<PAGE>