<PAGE>

                                                                     EXHIBIT 2.1
                                                                  EXECUTION COPY


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                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                        ACCESS CASH INTERNATIONAL L.L.C.

                                       AND

                               HANCO SYSTEMS, INC.

                                   DATED AS OF

                                JANUARY 31, 2002

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<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<S>                                                                             <C>
ARTICLE I TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES.....................     1
     1.01     Transfer of Assets............................................     1
     1.02     Excluded Assets...............................................     3
     1.03     Assumption of Liabilities.....................................     4
     1.04     Retained Liabilities..........................................     4

ARTICLE II PURCHASE PRICE...................................................     4
     2.01     Amount; Manner of Payment.....................................     4
     2.02     Allocation of Purchase Price..................................     5

ARTICLE III CLOSING.........................................................     5
     3.01     Closing.......................................................     5
     3.02     Closing Procedure.............................................     6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER.........................     7
     4.01     Incorporation and Corporate Power.............................     8
     4.02     Execution and Delivery; Valid and Binding Agreement...........     8
     4.03     Governmental Authorities; Consents............................     8
     4.04     Noncontravention..............................................     9
     4.05     Subsidiaries..................................................     9
     4.06     Financial Statements..........................................     9
     4.07     Absence of Undisclosed Liabilities............................    10
     4.08     No Material Adverse Effect....................................    10
     4.09     Absence of Certain Developments...............................    10
     4.10     Real Property.................................................    11
     4.11     Assets........................................................    11
     4.12     Inventory.....................................................    12
     4.13     Customers.....................................................    12
     4.14     Suppliers.....................................................    12
     4.15     Tax Matters...................................................    12
     4.16     Contracts and Commitments.....................................    14
     4.17     Intellectual Property Rights..................................    14
     4.18     Litigation; Orders............................................    14
     4.19     [Reserved]....................................................    15
     4.20     Employees; Labor Matters......................................    15
     4.21     ERISA Matters.................................................    16
     4.22     Compliance with Laws; Permits.................................    16
     4.23     Environmental Matters.........................................    16
     4.24     Books and Records.............................................    17
     4.25     Brokerage.....................................................    17
     4.26     Disclosure....................................................    17

Article V REPRESENTATIONS AND WARRANTIES OF BUYER...........................    17
     5.01     Organization and Power........................................    17
</TABLE>


                                       i
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<TABLE>
<S>                                                                             <C>
     5.02     Execution, Delivery; Valid and Binding Agreement..............    17
     5.03     Governmental Authorities; Consents............................    18
     5.04     Noncontravention..............................................    18
     5.05     Brokerage.....................................................    18

ARTICLE VI POST-CLOSING COVENANTS...........................................    18
     6.01     Transfer and Sales Taxes......................................    18
     6.02     Merchant Contracts; Payment of Retained Liabilities...........    18
     6.03     Further Assurances............................................    19
     6.04     Cooperation with Proceedings..................................    19
     6.05     Access to Records.............................................    19
     6.06     Restrictions on Seller Dissolution and Distributions..........    20
     6.07     Customer and Other Business Relationships.....................    20
     6.08     Accounts Receivable...........................................    20
     6.09     Use of Seller's Name and Marks, etc...........................    20
     6.10     Purchase of Certain ATMs......................................    21

ARTICLE VII OTHER AGREEMENTS................................................    21
     7.01     Employment and Employee Benefit Matters.......................    21
     7.02     Noncompetition, Nonsolicitation and Nondisparagement..........    23
     7.03     Expenses......................................................    24
     7.04     Pro-Ration of Certain Taxes...................................    24
     7.05     Proposed Termination of MAS/Concord Agreement.................    25
     7.06     Remittance of Payments........................................    25

ARTICLE VIII SURVIVAL; INDEMNIFICATION......................................    25
     8.01     Survival of Representations and Warranties....................    25
     8.02     Indemnification by Seller.....................................    26
     8.03     Indemnification by Buyer......................................    26
     8.04     Time Limitations..............................................    27
     8.05     Limitations on Amount.........................................    27
     8.06     Application of Indemnification Holdback Amount................    28
     8.07     Method of Asserting Claims....................................    28
     8.08     Indemnification Exclusive Remedy..............................    31
     8.09     Subrogation...................................................    31

ARTICLE IX MISCELLANEOUS....................................................    31
     9.01     Amendment and Waiver..........................................    31
     9.02     Notices.......................................................    31
     9.03     Assignment....................................................    33
     9.04     Severability..................................................    33
     9.05     Complete Agreement............................................    33
     9.06     Counterparts..................................................    33
     9.07     Governing Law.................................................    33
     9.08     No Third Party Beneficiaries..................................    33
     9.09     Bulk Sales Laws...............................................    34
     9.10     Interpretation................................................    34
</TABLE>


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<PAGE>
                                    EXHIBITS

Exhibit A          Allocation of Purchase Price

Exhibit B          Form of Bill of Sale and Assignment

Exhibit C          Form of Transition Services Agreement

Exhibit D          Form of Hanco Realty, LLC Guaranty

Exhibit E          Form of Headquarters Lease

Exhibit F          Form of Individual Noncompetition Agreements

Exhibit G          Form of Legal Opinion of Seller's Counsel

Exhibit H          Form of eFunds Corporation Guaranty

Exhibit I          Form of Employment Agreement for Todd Hannon

Exhibit J          Form of Employment Agreement for T.J. Hannon


                                      iii
<PAGE>
                            ASSET PURCHASE AGREEMENT

      This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 31,
2002, is made and entered into by and between Access Cash International L.L.C.,
a Delaware limited liability company ("Buyer"), and Hanco Systems, Inc., a
Georgia corporation ("Seller").

      WHEREAS, Seller is engaged, among other things, in the business of
providing electronic funds transfer services and marketing, selling, leasing and
servicing automated teller machines in the United States (such business is
referred to herein as the "Business"); and

      WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to
purchase and assume from Seller, pursuant to the terms of this Agreement,
certain assets and liabilities of Seller used or held for use in connection with
the Business.

      NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements and the conditions set forth in this Agreement, the
parties agree as follows:

                                   ARTICLE I
                  TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES

1.01  Transfer of Assets.

      Pursuant to the terms of this Agreement, at the Closing (as defined in
      Section 3.01 of this Agreement) Seller shall sell, transfer and assign to
      Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's
      right, title and interest in and to the following properties, assets and
      rights of Seller (collectively, except for the excluded assets set forth
      in Section 1.02 hereof, but including any intellectual and/or proprietary
      rights of Seller that are embodied in the following assets, the "Assets"):

      (a)   all contracts, agreements, commitments, promises or undertakings to
            which Seller is a party, whether oral or written ("Contracts"),
            including any pending Contracts, for the provision of electronic
            funds transfer services to Seller's customers ("Customer Processing
            Contracts"), which Contracts are expressly set forth in Section
            1.01(a) of the Disclosure Memorandum (as defined in the preamble to
            Article IV of this Agreement);

      (b)   the Money Access Service Processing Agreement, dated as of June 4,
            2001, between Seller and Money Access Service Inc., as amended to
            date (the "MAS/Concord Agreement"), and the Principal Distributor
            Agreement, dated as of July 1, 1999 (the "Lynk Agreement"), by and
            between Seller and Lynk Systems, Inc. ("Lynk"), subject, in the case
            of the MAS/Concord Agreement, to any required consent of Money
            Access Service Inc. or its successor;

      (c)   all of the other Contracts expressly set forth in Section 1.01(c) of
            the Disclosure Memorandum, including all of Seller's Contracts or
            pricing schedules with the
<PAGE>
            twelve independent sales representatives and five distributors
            listed in Section 1.01(c) of the Disclosure Memorandum;

      (d)   all automated teller machines ("ATMs") owned by Seller as of the
            Closing Date and located at any customer location or otherwise used
            or held for use in connection with the Business, the three service
            vans used by Seller's service representatives (subject to leases on
            two such vans and the consent of the lessor, or the payoff of such
            leases by Buyer), the test ATMs used by Seller's help desk and the
            tools and equipment used by Seller's service personnel, all as used
            by, or in connection with, the Business and the Assets, and all as
            expressly set forth or described in Section 1.01(d) of the
            Disclosure Memorandum (collectively, the "Fixed Assets");

      (e)   all inventories of ATM parts, testing and service tools for ATMs,
            decals and signage used or held for use in connection with the
            Business and all inventories of advertising materials, as expressly
            set forth in Section 1.01(e) of the Disclosure Memorandum (the
            "Inventory");

      (f)   originals, or where appropriate, true and complete copies of all
            books, records and other documents and information (whether in
            documentary, electronic or other form) relating to the Assets and/or
            the Assumed Liabilities;

      (g)   all accounts receivable, existing at or arising after the Closing
            Date and on the Seller's books and records as assets of Seller or
            charged off by Seller within ten (10) days prior to the Closing
            Date, generated in connection with the Business or the Assets
            (including ATM transactions) before and after the Closing Date;

      (h)   all claims of Seller against third parties relating to the Assets or
            the ownership or operation of the Assets, whether choate or
            inchoate, known or unknown, contingent or not contingent;

      (i)   all guarantees, warranties, indemnities and similar rights in favor
            of Seller with respect to any Asset, to the extent these are
            assignable; and

      (j)   all rights of Seller to receive refunds, returns, reimbursements,
            credits or similar rights with respect to the Assets or the Assumed
            Liabilities, whether arising before or after the Closing Date.

      Seller shall transfer all of the Assets free and clear of all Liabilities
      (as defined in Section 4.07 of this Agreement) and Liens of every kind or
      nature, excepting only the Assumed Liabilities, and except only such
      Liens, if any, as disclosed in Sections 1.01(a)-(j) of the Disclosure
      Memorandum. For purposes of this Agreement, the term "Lien" means any
      mortgage, pledge, lien, hypothecation, encumbrance, security interest or
      other adverse claim or title defect of any nature whatsoever.


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<PAGE>
1.02  Excluded Assets.

      Notwithstanding the terms of Section 1.01 of this Agreement, Seller is not
      selling, transferring or assigning to Buyer any of its assets other than
      the Assets specifically described in Section 1.01 of this Agreement and
      Sections 1.01(a)-(j) of the Disclosure Memorandum ("Excluded Assets").
      Without limiting the generality of the immediately preceding sentence,
      Seller is retaining all of the following assets:

      (a)   all assets, if any, that are listed in Section 1.02(a) of the
            Disclosure Memorandum;

      (b)   [Reserved];

      (c)   the names and marks "Hanco", "Hanco Systems, Inc.," "Hannon" and any
            name or mark derived therefrom, and all corporate certificates of
            authority, corporate minute books, tax returns, corporate records
            and the corporate stock record or register of Seller;

      (d)   such licenses, permits or other certificates of authority that are
            not assignable or transferable or are not related to the Assets;

      (e)   all rights of Seller to receive refunds, returns, reimbursements,
            credits or similar rights with respect to any Taxes, Excluded Assets
            or any other Retained Liabilities of Seller relating to the
            operation or ownership of the Business or Assets, whether arising
            on, prior to or after the Closing Date;

      (f)   the EFT Services and Data Processing Services Agreement, dated as of
            November 16, 1998, between Seller and M&I Data Services;

      (g)   the warehouse lease (the "Warehouse Lease") on warehouse space at
            313 Dividend Drive, Suite 300, Peachtree City, Georgia (the
            "Warehouse");

      (h)   all of Seller's catalogs, stationery and other materials bearing the
            Seller's name, tradenames, marks, logos or images, and all of
            Seller's training manuals, tapes and any other material that is used
            by Seller or its affiliates outside the United States of America;

      (i)   all Contracts of Seller (including all independent sales
            representative and distributor Contracts) not specifically conveyed
            to Buyer pursuant to Section 1.01 of this Agreement;

      (j)   any payments from and all of Hanco's rights to payment of any
            interchange, residuals or other amounts ("collectively, "Residuals")
            with respect to all periods ending on the Closing Date from Lynk,
            M&I Data Services, a division of Marshall & Isley Corporation and
            Money Access Service Inc. and their respective successors and
            assigns; and


                                       3
<PAGE>
      (k)   any books, records and other documents and information (whether in
            documentary, electronic or other form) not relating to the Assets
            and/or the Assumed Liabilities.

1.03  Assumption of Liabilities.

      Pursuant to the terms of this Agreement, at the Closing, Buyer shall
      assume and shall pay, perform, honor and discharge when due all of the
      following Liabilities of Seller (collectively, except for the Retained
      Liabilities set forth in Section 1.04 of this Agreement, the "Assumed
      Liabilities"): all Liabilities related to the Assets or the performance of
      Contracts included in the Assets, but excluding any Liability arising from
      Seller's ownership or operation of the Assets or performance of the
      Contracts (including any breach of any Contracts) prior to the Closing
      Date.

1.04  Retained Liabilities.

      Notwithstanding Section 1.03 or any other provision of this Agreement or
      any schedule or exhibit hereto, including the Disclosure Memorandum, and
      regardless of any disclosure to Buyer, Buyer shall not assume or in any
      way be responsible for, and the term "Assumed Liabilities" shall not
      include, any Liabilities of Seller other than the Assumed Liabilities (the
      "Retained Liabilities"). Without limiting the generality of the
      immediately preceding statement, Retained Liabilities shall also include
      any accounts payable of Seller existing on the Closing Date and any
      Liabilities of Seller with respect to any Contracts of Seller not
      specifically conveyed to Buyer pursuant to Section 1.01 of this Agreement.

                                   ARTICLE II
                                 PURCHASE PRICE

2.01  Amount; Manner of Payment.

      The total consideration for the Assets (the "Purchase Price") shall be
      $11,375,000, plus the accounts receivable (excluding Residuals) and
      associated reserve for doubtful accounts, if any, of the Business as of
      the close of business on the Closing Date, as calculated by Seller in
      conformity with generally accepted accounting principles ("GAAP") applied
      on a basis consistent with the Audited Financial Statements, and as shown
      on a statement (the "Statement") prepared by Seller, which shall include
      the respective obligors and amounts owed by such obligors on such accounts
      receivable, plus the Buyer's assumption of the Assumed Liabilities. Buyer
      shall pay all of the cash portion of the Purchase Price (the "Initial
      Payment") to Seller at the Closing, except as set forth in the immediately
      following paragraph.

      Buyer shall withhold $300,000 of the cash portion of the Purchase Price
      (the "Indemnification Holdback Amount") as security for Seller's
      indemnification obligations under this Agreement. Buyer shall pay the
      Indemnification Holdback Amount to Seller in accordance with Section 8.06.
      The Indemnification Holdback Amount shall bear interest at a floating rate
      of interest equal to the three month LIBOR rate, as published in


                                       4
<PAGE>
      the "Money Rates" table in the Eastern Edition of The Wall Street Journal,
      adjusted quarterly, but in no event less than 4.00%. Such interest shall
      be compounded annually and paid to Seller together with the
      Indemnification Holdback Amount when it becomes due to Seller.

      Buyer shall have the right, by written notice (the "Receivables Notice")
      to Seller given on or after 180 days following the Closing Date (the
      "Repurchase Date"), to require Seller to repurchase for cash and without
      recourse, and Buyer shall sell, transfer and convey to Seller within ten
      days of the date of the Receivables Notice, all of the accounts receivable
      of Seller on the Statement that are at the Repurchase Date uncollected,
      notwithstanding all commercially reasonable efforts by Buyer to collect
      such accounts receivable consistent with customary industry practices.
      Seller shall repurchase from Buyer all such uncollected accounts
      receivable for a purchase price equal to their aggregate face value. Buyer
      and Seller shall execute, deliver and file all documents, instruments and
      agreements to properly effect and evidence any such transfer of accounts
      receivable from Buyer to Seller.

2.02  Allocation of Purchase Price.

      Buyer and Seller agree to allocate the Purchase Price among the Assets in
      accordance with an allocation schedule to be agreed upon by Seller and
      Buyer and to be set forth in Exhibit A. Buyer and Seller agree to use
      their reasonable best efforts to prepare and agree upon such allocation
      schedule no later than 60 days after the Closing Date. Buyer and Seller
      shall prepare and file all of the Tax Returns (as defined in Section 4.15)
      that may be required with respect to the transaction provided for herein
      pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended
      (the "Code"), any Treasury regulations promulgated thereunder, any other
      similar provision of the Code and any other similar, applicable foreign,
      state or local tax law or regulation consistent with the mutually agreed
      amounts under Exhibit A. Seller and Buyer shall provide each other with
      information that may be reasonably requested by the other for the purpose
      of preparing its Tax Returns.

                                  ARTICLE III
                                     CLOSING

3.01  Closing.

      The closing of the transactions contemplated by this Agreement (the
      "Closing") will take place at the offices of Alston & Bird, 1201 West
      Peachtree Street, Atlanta, Georgia 30309-3424, commencing at 10:00 a.m.
      local time, on the date hereof (the "Closing Date"). The Closing will be
      effective as of the close of business on the Closing Date.


                                       5
<PAGE>
3.02  Closing Procedure.

      Seller and Buyer agree to consummate all of the following closing
      transactions on the Closing Date, each of which shall be deemed to have
      occurred simultaneously:

      (a)   Seller will deliver or cause to be delivered to Buyer all of the
            following:

            (i)   with respect to those Assets, a Bill of Sale and Assignment
                  substantially in the form attached as Exhibit B (the "Bill of
                  Sale"), duly executed by Seller;

            (ii)  [Reserved];

            (iii) the Transition Services Agreement substantially in the form
                  attached as Exhibit C (the "Transition Services Agreement");

            (iv)  the guaranty of Hanco Realty, LLC ("Hanco Realty")
                  substantially in the form attached as Exhibit D (the "Hanco
                  Realty Guaranty") and the Headquarters Lease substantially in
                  the form attached hereto as Exhibit E, both duly executed by
                  Hanco Realty;

            (v)   noncompetition agreements substantially in the form attached
                  as Exhibit F (the "Individual Noncompetition Agreements"),
                  duly executed by each of the following individuals: Tom
                  Hannon, Sr., Tom Hannon, Jr., Linda Hannon, Todd Hannon, Tim
                  Hannon, Tiffany Hannon, Troy Hannon, Travis Hannon and Tara
                  Hannon;

            (vi)  original releases of, or written authorizations from Bank of
                  Georgia and Regions Bank to release, all Liens on the Assets;

            (vii) a copy of the text of the resolutions adopted by the board of
                  directors and shareholders of Seller authorizing the
                  execution, delivery and performance of this Agreement and the
                  consummation of all of the transactions contemplated by this
                  Agreement, together with a certificate or certificates of
                  Seller's corporate secretary or other appropriate officer
                  certifying to Buyer that each such copy is correct and
                  complete, and that such resolutions were duly adopted and have
                  not been amended or rescinded in any respect;

            (viii) incumbency certificates executed on behalf of Seller and
                  Hanco Realty certifying the signature and office of each
                  officer executing this Agreement, any of the Ancillary
                  Agreements (as defined in Section 4.02 of this Agreement) and
                  the Hanco Realty Guaranty;

            (ix)  a copy of the certificate or articles of incorporation of
                  Seller, duly certified as of a recent date by the Secretary of
                  State of the State of Georgia;


                                       6
<PAGE>
            (x)   an opinion of Seller's counsel substantially in the form
                  attached as Exhibit G; and

            (xi)  such other certificates, documents and instruments as Buyer
                  may reasonably request related to the transactions
                  contemplated hereby.

      (b)   Buyer will deliver or cause to be delivered to Seller all of the
            following:

            (i)   the Initial Payment by wire transfer in immediately available
                  funds to an account designated in writing by Seller;

            (ii)  the Assignment and Assumption Agreement, duly executed by
                  Buyer;

            (iii) the guaranty (the "eFunds Guaranty") of eFunds Corporation
                  ("eFunds") substantially in the form attached as Exhibit H,
                  duly executed by eFunds Corporation;

            (iv)  a copy of the text of the resolutions adopted by the board of
                  directors of Buyer authorizing the execution, delivery and
                  performance of this Agreement and the consummation of all of
                  the transactions contemplated by this Agreement, along with a
                  certificate or certificates executed on behalf of Buyer by its
                  corporate secretary certifying to Seller that such copy is
                  correct and complete, and that such resolutions were duly
                  adopted and have not been amended or rescinded;

            (v)   incumbency certificates executed on behalf of Buyer and eFunds
                  certifying the signature and office of each officer executing
                  this Agreement, any of the Ancillary Agreements or the eFunds
                  Guaranty; and

            (vi)  such other certificates, documents and instruments as Seller
                  may reasonably request related to the transactions
                  contemplated hereby.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Buyer that, except as set forth in the
Disclosure Memorandum delivered by Seller to Buyer on the date hereof in
connection with the execution of this Agreement (the "Disclosure Memorandum"),
each of the statements set forth in this Article IV are correct and complete.
The Disclosure Memorandum sets forth the exceptions to the representations and
warranties contained in this Article IV under parts that correspond to the
Sections hereof; provided, however, that the mere listing of a document or other
item therein without a brief explanation shall not be deemed adequate to
disclose an exception to a representation or warranty made herein, unless the
representation or warranty addresses only the existence of the document or other
item itself. For purposes of this Agreement, a party will be deemed to have
"Knowledge" of a particular fact or other matter if (i) any individual who is
serving as an officer of such party is, or at any time was, actually aware of
such fact or other matter, or (ii) any individual who is serving as an officer
of such party reasonably should have been aware of such fact or other matter in
the course of performing his or her duties as an officer.


                                       7
<PAGE>
4.01  Incorporation and Corporate Power.

      Seller is a corporation validly existing and in good standing under the
      laws of the State of Georgia and has all requisite corporate power and
      authority necessary to carry on the Business as now being conducted and to
      own, lease and operate the Assets. Seller is qualified to do business as a
      foreign corporation in each jurisdiction where the nature of its business
      or its ownership of property requires it to be qualified except where the
      failure to be so qualified would not have a Material Adverse Effect.

4.02  Execution and Delivery; Valid and Binding Agreement.

      Seller has all requisite corporate power and authority and all necessary
      approvals, permits and orders of Governmental Authorities to execute and
      deliver this Agreement and all agreements attached as exhibits to which it
      is a party, or otherwise entered into in connection with the transactions
      contemplated hereby (collectively, the "Ancillary Agreements"). Without
      limiting the generality of the foregoing, Seller's execution, delivery and
      performance of this Agreement and the Ancillary Agreements to which it is
      a party, and Seller's consummation of the transactions contemplated hereby
      and thereby, have been duly and validly authorized by all requisite action
      of Seller's board of directors and shareholders, and no other proceedings
      or actions are necessary to authorize Seller's execution, delivery and
      performance of this Agreement or the Ancillary Agreements. This Agreement,
      and the Ancillary Agreements to which it is a party, have been duly
      executed and delivered by Seller and constitute the valid and binding
      obligations of Seller, enforceable in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors' rights generally and to general
      principles of equity and to limitations on the rights to indemnification
      and contribution that exist, by virtue of public policy (the "Bankruptcy
      and Equity Exception").

4.03  Governmental Authorities; Consents.

      Seller is not required to submit any application, notice, report or other
      filing with any Governmental Authority (other than Tax Returns) in
      connection with its execution, delivery or performance of this Agreement
      or the Ancillary Agreements to which it is a party or the consummation of
      the transactions contemplated hereby and thereby. Except as set forth in
      Section 4.03 of the Disclosure Memorandum (collectively, the "Required
      Seller Consents"), Seller is not required to obtain any consent, approval,
      authorization, waiver, permit, grant, license, franchise, concession,
      agreement, license or exemption (each, a "Consent") of any Governmental
      Authority or any other party or person in connection with its execution,
      delivery or performance of this Agreement or the Ancillary Agreements to
      which it is a party or the transactions contemplated hereby and thereby.
      For purposes of this Agreement, the term "Governmental Authority" means
      any domestic or foreign nation or government, any state or other political
      subdivision thereof, and any domestic or foreign entity or authority
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government.


                                       8
<PAGE>
4.04  Noncontravention.

      Except as set forth in Section 4.04 of the Disclosure Memorandum, neither
      Seller's execution and delivery of this Agreement or any Ancillary
      Agreement to which it is a party nor Seller's consummation or performance
      of any of the transactions contemplated hereby or thereby, will directly
      or indirectly (with or without notice or lapse of time):

      (a)   conflict with or result in a breach of any provision of Seller's
            articles of incorporation, bylaws or other organizational documents;

      (b)   conflict with or violate any federal, state, local, municipal or
            foreign constitution, law, ordinance, code, regulation or statute
            (each a "Legal Requirement") applicable to the Business or the
            Assets;

      (c)   conflict with or violate any order, injunction, judgment, decree,
            ruling, assessment or arbitration award of any Governmental
            Authority or arbitrator (each an "Order") applicable to the Business
            or the Assets;

      (d)   breach any provision of, constitute a default under or give any
            person the right to declare a default, or to accelerate the maturity
            or performance of, or payment under, or to cancel, terminate or
            modify, any agreement or instrument by which any of the Assets are
            bound or affected; or

      (e)   result in the imposition or creation of any Lien upon or with
            respect to any of the Assets.

4.05  Subsidiaries.

      Seller has conducted the Business using the Assets only through itself and
      not through any other legal entity.

4.06  Financial Statements.

      (a)   Seller has delivered to Buyer the audited financial statements of
            Seller as of and for the periods ended December 31, 2000 (the
            "Audited Balance Sheet Date") and December 31, 1999, together with a
            report thereon by Seller's auditors (the "Audited Financial
            Statements") and the unaudited financial statements of Seller as of
            and for the period ended September 30, 2001 (the "Unaudited
            Financial Statements"), including in each case a balance sheet,
            statements of income and retained earnings and a statement of cash
            flows.

      (b)   The Audited Financial Statements and the Unaudited Financial
            Statements are based upon the information contained in Seller's
            books and records and fairly present Seller's financial condition as
            of the dates thereof and results of operations for the periods
            referred to therein. The Audited Financial Statements (including the
            notes thereto) have been prepared in accordance with GAAP applied on
            a consistent basis throughout the periods covered thereby, except
            for changes required by GAAP or as disclosed in the notes to such
            Audited Financial


                                       9
<PAGE>
            Statements. The Unaudited Financial Statements have been prepared on
            a basis consistent with the Audited Financial Statements and in
            accordance with GAAP applicable to unaudited interim financial
            statements (and thus may not contain all notes and may not contain
            prior period comparative data which are required to be prepared in
            accordance with GAAP), and reflect all adjustments necessary to
            fairly present the results for the interim period(s) presented
            (except for normally recurring year-end and audit adjustments).

4.07  Absence of Undisclosed Liabilities.

      Seller has no Liabilities that are reasonably likely to have, individually
      or in the aggregate, a Material Adverse Effect, except (a) Liabilities
      which are accrued or reserved against in the Audited Financial Statements
      or the Unaudited Financial Statements or reflected in the notes thereto,
      (b) current liabilities which have arisen after the date of the Unaudited
      Financial Statements (the "Unaudited Balance Sheet Date") in the ordinary
      course of business (none of which is a material liability for breach of
      contract, breach of warranty, tort, infringement, claim or lawsuit), (c)
      liabilities incurred under this Agreement, the Ancillary Agreements or in
      connection with the transactions contemplated hereby or thereby, or (d) as
      otherwise set forth in Section 4.07 of the Disclosure Memorandum.
      "Liability" shall mean any direct or indirect, primary or secondary,
      liability, indebtedness, duty, commitment, obligation, penalty, cost or
      expense (including costs of investigation, collection and defense), claim,
      deficiency, guaranty or endorsement of or by any person or entity (other
      than endorsements of notes, bills, checks, and drafts presented for
      collection or deposit in the ordinary course of business) of any type,
      whether accrued, absolute or contingent, liquidated or unliquidated,
      matured or unmatured, or otherwise.

4.08  No Material Adverse Effect.

      Except as set forth in Section 4.08 of the Disclosure Memorandum, since
      the Audited Balance Sheet Date, no event has occurred and no circumstance
      has arisen which has had, or may with the passage of time be reasonably
      likely to have, a material adverse effect on Seller's Business,
      operations, financial condition or results of operations with respect to
      the Assets (any one or more of the foregoing, a "Material Adverse
      Effect").

4.09  Absence of Certain Developments.

      Except as set forth in Section 4.09 of the Disclosure Memorandum and
      except for this Agreement, the Ancillary Agreements, and the transactions
      contemplated hereby and thereby, since the Audited Balance Sheet Date,
      Seller has conducted the Business only in the ordinary course of business
      and has not:

      (a)   mortgaged, pledged or subjected to any Lien any of the Assets;

      (b)   sold, assigned, transferred or granted (including transfers to any
            employees, affiliates or shareholders) any Customer Processing
            Contracts or any Intellectual Property;


                                       10
<PAGE>
      (c)   waived any rights of value or suffered any losses or changes in
            collection loss experience that has had a Material Adverse Effect,
            whether or not in the ordinary course of business or consistent with
            past practice;

      (d)   taken any other action or entered into any other transaction other
            than in the ordinary course of the Business, other than the
            Agreement, the Ancillary Agreements and the transactions
            contemplated pursuant hereto and thereto;

      (e)   suffered any theft, damage, destruction or loss of or to any
            property or properties owned or used by it that has had a Material
            Adverse Effect;

      (f)   taken any action or entered into any agreement not described in
            subsections (a) through (e) above that has had a Material Adverse
            Effect;

      (g)   changed in any material respect its practices with respect to the
            payment of accounts payable and other liabilities; or

      (h)   taken any action or entered into any agreement not described in
            subsections (a) through (g) above related to the Assets or outside
            the ordinary course of the Company's conduct of the Business.

4.10  Real Property.

      Seller does not own any real property. The real property subject to the
      Warehouse Lease and the office building leased from Hanco Realty
      constitutes all of the real property that Seller leases or subleases in
      connection with the Business (together, the "Leased Real Property").
      Seller has delivered to Buyer complete and accurate copies of the
      Warehouse Lease, which has not been modified in any respect except to the
      extent that such modifications are disclosed by the copies delivered to
      Buyer.

4.11  Assets.

      (a)   Seller has, and will convey, transfer and assign to Buyer at the
            Closing, good, valid and marketable title to the Assets, whether
            tangible or intangible, free and clear of all Liens, except only
            such Liens as disclosed in Sections 1.01(a)-(j) of the Disclosure
            Memorandum.

      (b)   The Assets comprise all assets required for Buyer's continued
            conduct of the Business as it is now being conducted.

      (c)   All Fixed Assets are in reasonably good repair and operating
            condition (subject to normal wear and tear) and, to the Knowledge of
            Seller, there are no defects, facts or conditions affecting the
            Assets which could, individually or in the aggregate, have a
            Material Adverse Effect.


                                       11
<PAGE>
4.12  Inventory.

      Sections 1.01(d) and (e) of the Disclosure Memorandum sets forth a correct
      and complete list of all Inventory and the location thereof. All Inventory
      is sold to Purchaser "WHERE IS, AS IS."

4.13  Customers.

      Section 4.13 of the Disclosure Memorandum sets forth (a) the names and
      addresses of the top 50 customers of Seller, based on the dollar amount
      paid to Seller during the twelve-month period ended December, 31, 2001
      (each, a "Significant Customer"), and (b) the aggregate amount of fees
      generated by each Significant Customer during such period. Seller has not
      received any notice or otherwise has Knowledge that any Significant
      Customer (x) has ceased, or will cease, to use the products, goods or
      services of the Business, (y) has substantially reduced or will
      substantially reduce its use of the products, goods or services of the
      Business or (z) has sought, or is seeking, to materially reduce the price
      it will pay for the products, goods or services of the Business.

4.14  Suppliers.

      Section 4.14 of the Disclosure Memorandum sets forth (a) the names and
      addresses of all suppliers from which the Business ordered materials,
      supplies, merchandise and other goods and services with an aggregate
      purchase price for each supplier of $5,000 or more during the twelve month
      period ended December 31, 2001 (each a "Significant Supplier") and (b) the
      amount for which each Significant Supplier invoiced the Business during
      such period. Seller has not received any notice and does not have any
      Knowledge of any material increase in the price of such materials,
      supplies, merchandise or other goods and services, or that any Significant
      Supplier will not sell materials, supplies, merchandise and other goods
      and services to Buyer at any time after the Closing on terms and
      conditions substantially the same as are in effect immediately prior to
      the Closing, subject to price increases in the ordinary course of business
      consistent with past practices.

4.15  Tax Matters.

      (a)   Definitions.

            (i)   "Affiliated Group" means any affiliated group within the
                  meaning of Code Section 1504(a) or any similar group defined
                  under a similar provision of any state, local or foreign law.

            (ii)  "Tax" means any federal, state, local or foreign tax, charge,
                  fee, levy or other assessment of every kind or nature,
                  including all net income, gross income, gross receipts, sales,
                  use, ad valorem, value added, transfer, franchise, profit,
                  windfall profit, capital stock, environmental, license,
                  withholding, payroll, employment, unemployment, social
                  security, disability, excise, estimated, severance, stamp,
                  registration, occupation, premium, personal or real property,
                  alternative or add-on minimum, or other taxes, customs duties,
                  fees, assessments, or charges of any kind or


                                       12
<PAGE>
                  nature, including all interest and penalties thereon imposed
                  by any Governmental Authority.

            (iii) "Tax Return" means any return, declaration, report, claim for
                  refund, or information return or statement relating to Taxes,
                  including any schedule or attachment thereto, and including
                  any amendment thereof.

      (b)   With respect to the year ended December 31, 2000 and all prior
            years, Seller has filed all Tax Returns that it was required to file
            or has been granted an extension of time to file such Tax Returns.
            All such Tax Returns were correct and complete in all material
            respects to Seller's Knowledge. All Taxes owed by Seller shown on
            any Tax Return have been paid. Seller is not currently the
            beneficiary of any extension of time within which to file any Tax
            Return. No claim has been made by an authority in a jurisdiction
            where Seller does not file Tax Returns that Seller is or may be
            subject to taxation by that jurisdiction. There are no Liens on any
            of the Assets that arose in connection with any failure (or alleged
            failure) to pay any Tax.

      (c)   Seller has withheld and paid all Taxes required to have been
            withheld and paid in connection with amounts paid or owing to any
            employee, independent contractor, creditor, stockholder, or other
            third party except where noncompliance is not reasonably expected to
            have a Material Adverse Effect.

      (d)   No Governmental Authority has made an assessment of, or given the
            Seller notice of an assessment of, any additional Taxes for any
            period for which Tax Returns have been filed. There is no dispute or
            claim concerning any Tax liability of Seller either (i) claimed or
            raised by any Governmental Authority in writing, or (ii) of which
            Seller has Knowledge. Section 4.15(d) of the Disclosure Memorandum
            lists all federal, state, local, and sales and use Tax Returns filed
            by Seller for taxable periods ended on or after December 31, 1999,
            indicates those Tax Returns that have been audited, and indicates
            those Tax Returns that currently are the subject of audit. Seller
            has delivered to Buyer correct and complete copies of all federal
            income Tax Returns, examination reports and statements of
            deficiencies assessed against or agreed to by Seller since December
            31, 1999.

      (e)   Seller has not waived any statute of limitations in respect of Taxes
            or agreed to any extension of time with respect to a Tax assessment
            or deficiency.

      (f)   Seller has validly elected to be treated as an S corporation under
            the Code at all times during its existence and Seller will continue
            to elect to be treated as an S corporation under the Code up to and
            including the Closing Date. Seller is not a party to any Tax
            allocation or sharing agreement. Seller (i) has not been a member of
            an Affiliated Group filing a consolidated federal income Tax Return
            (other than a group the common parent of which was Seller), and (ii)
            has no Liability for the Taxes of any person (other than Seller and
            its subsidiaries) under Reg. Section 1.1502-6


                                       13
<PAGE>
            (or any similar provision of state, local, or foreign law), as a
            transferee or successor, by contract, or otherwise.

      (g)   The provision for any Taxes due or to become due by Seller for the
            period or periods through and including the date of the Unaudited
            Financial Statements that has been made and is reflected on such
            Unaudited Financial Statements is sufficient to cover all such
            Taxes, and since the date of such Unaudited Financial Statements,
            Seller has accrued and/or reserved for Taxes consistent with its
            past practices.

4.16  Contracts and Commitments.

      (a)   Sections 1.01(a) and (c) of the Disclosure Memorandum collectively
            contain an accurate and complete list of all Contracts of such
            nature held by Seller.

      (b)   Except as set forth in Section 4.16(b) of the Disclosure Memorandum,
            with respect to each Contract of Seller that is being assigned to or
            assumed by Buyer pursuant to this Agreement:

            (i)   such Contract of Seller included in the Assets is in full
                  force and effect and is valid and enforceable against Seller
                  in accordance with its terms subject to the Bankruptcy and
                  Equity Exception and the Seller is not in breach or default
                  thereunder, and to Seller's Knowledge, the other parties to
                  such Contract of Seller included in the Assets are not in
                  default or breach thereunder; and

            (ii)  such Contract of Seller is assignable to Buyer without the
                  consent of any party thereto.

      (c)   Prior to the date of this Agreement, Buyer has been supplied with or
            given access to a correct and complete copy of each written Contract
            of Seller of the type referenced in Sections 1.01(a) and (c) of the
            Disclosure Memorandum.

4.17  Intellectual Property Rights.

      Seller has not received any notice and has no Knowledge of any
      infringement, misappropriation or violation by Seller of any intellectual
      property or proprietary rights of any third parties in the Assets.

4.18  Litigation; Orders.

      (a)   Except as set forth in Section 4.18(a) of the Disclosure Memorandum
            (which also identifies the parties to and briefly describes each
            pending or, to the Knowledge of Seller, threatened Proceeding),

            (i)   there is no pending or, to the Knowledge of Seller, threatened
                  Proceeding by or against the Seller that relates to the
                  Business or any of the Assets; and


                                       14
<PAGE>
            (ii)  there is no pending or, to the Knowledge of Seller, threatened
                  Proceeding by or against the Seller that challenges or that
                  may have the effect of preventing, delaying, making illegal or
                  otherwise interfering with any of the transactions
                  contemplated by this Agreement or the Ancillary Agreements.

            Buyer has been provided with or given access to all pleadings and
            other documents and materials relating to each Proceeding described
            in Section 4.18(a) of the Disclosure Memorandum, and no Proceeding
            has had or is reasonably likely to have a Material Adverse Effect.
            Such disclosure has been made pursuant to the Confidentiality
            Agreement between the Purchase and the Seller dated November 15,
            2001, and Seller waives no rights or privileges with respect to such
            matters or disclosures. For purposes of this Agreement, the term
            "Proceeding" means any action, claim, arbitration, demand,
            proceeding, subpoena or audit by any Governmental Authority,
            hearing, investigation, litigation or suit, whether civil, criminal,
            administrative, judicial or investigative, whether formal or
            informal, whether public or private, commenced, brought, conducted
            or heard by or before, or otherwise involving, any Governmental
            Authority or private arbitrator or mediator, to which the Seller is
            a party.

      (b)   Except as set forth in Section 4.18(b) of the Disclosure Memorandum,
            no Order is in effect that has had a Material Adverse Effect on the
            Business or any of the Assets.

4.19  [Reserved].

4.20  Employees; Labor Matters.

Except as set forth in Section 4.20 of the Disclosure Memorandum:

      (a)   No Offered Employee (as defined in Section 7.01 of this Agreement)
            is bound by any contract or agreement that purports to limit his or
            her ability to engage in or continue or perform any conduct,
            activity, duties or practice relating to the Business; provided each
            such Offered Employee will agree to confidentiality, nondisclosure
            and nonsolicitation provisions with respect to Seller's and its
            affiliates' businesses that are not part of the Assets and/or the
            Business;

      (b)   Seller has operated the Business in compliance with all Legal
            Requirements relating to the employment of labor;

      (c)   there is no collective bargaining agreement to which Seller is a
            party and no collective bargaining agreement is currently being
            negotiated or proposed; and

      (d)   Seller is the exclusive owner of all intellectual property and
            proprietary rights developed by its current and former officers,
            directors, employees, agents, independent contractors or
            consultants, and no such person has any claim with respect to any
            intellectual property and/or proprietary rights.


                                       15
<PAGE>
4.21  ERISA Matters.

      No steps have been taken by Seller to terminate any employee benefit plan
      (as defined in Section 3(3) of ERISA the assets of which are not
      sufficient to satisfy all of its benefit liabilities (as determined under
      Title IV of ERISA), no contribution failure has occurred with respect to
      any employee benefit plan sufficient to give rise to a lien under Section
      302(f) of ERISA, and each of Seller's employee benefit plans has been
      administered in all material respects in compliance with its terms and
      applicable provision of ERISA and the Code. To Seller's Knowledge, no
      prohibited transaction (as defined in Section 406 of ERISA or Section 4975
      of the Code) has occurred under any employee benefit plan of Seller.
      "ERISA" means the Retirement Income Security Act of 1974, as amended.

4.22  Compliance with Laws; Permits.

      (a)   Seller is not in breach, violation or default of any applicable
            Legal Requirements to which Seller is subject, and no claims are
            pending or, to Seller's Knowledge, threatened against Seller
            alleging a violation of any such Legal Requirements.

      (b)   Seller has all permits, licenses and approvals of Governmental
            Authorities necessary to operate the Business, except for those
            permits, licenses and approvals the absence of which would not have
            a Material Adverse Effect.

4.23  Environmental Matters.

      The Seller has not stored, handled or used any Hazardous Materials in the
      properties subject to the Warehouse Lease or the Headquarters Lease
      ("Leased Properties"). To the Seller's Knowledge, the Leased Properties
      are, and have been, in compliance with all Environmental Laws, except for
      violations which are not reasonably likely to have, individually or in the
      aggregate, a Material Adverse Effect. "Environmental Laws" shall mean all
      Legal Requirements relating to pollution or the protection of human health
      or the environment (including ambient air, surface water, ground water,
      land surface, or subsurface strata) and which are administered,
      interpreted, or enforced by the United States Environmental Protection
      Agency and state and local agencies with jurisdiction over, pollution or
      protection of the environment, including the Comprehensive Environmental
      Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et
      seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
      6901 et seq., and other Legal Requirements relating to emissions,
      discharges, releases, or threatened releases of any Hazardous Material, or
      otherwise relating to the manufacture, processing, distribution, use,
      treatment, storage, disposal, transport, or handling of any Hazardous
      Material. "Hazardous Material" shall mean (i) any hazardous substance,
      hazardous material, hazardous waste, regulated substance, or toxic
      substance (as those terms are defined by any applicable Environmental
      Laws) and (ii) any chemicals, pollutants, contaminants, petroleum,
      petroleum products, or oil (and specifically shall include asbestos
      requiring abatement, removal, or encapsulation pursuant to the
      requirements of Governmental Authorities and any polychlorinated
      biphenyls).


                                       16
<PAGE>
4.24  Books and Records.

      The books of account and other financial records of Seller, to the extent
      they relate to the Business or the Assets, all of which have been made
      available to Buyer, are complete and correct in all material respects and
      represent actual, bona fide transactions and have been maintained in
      accordance with customary business practices in the industry for
      non-public companies.

4.25  Brokerage.

      No third party shall be entitled to receive any brokerage commissions,
      finder's fees, fees for financial advisory services or similar
      compensation ("Finder's Fees") in connection with the transactions
      contemplated by this Agreement based on any arrangement or agreement made
      by or on behalf of Seller.

4.26  Disclosure.

      None of the documents delivered by or on behalf of Seller pursuant to
      Article III, nor the Disclosure Memorandum, taken as a whole, contain any
      untrue statement of a material fact or omit any material fact necessary to
      make the statements contained therein, in light of the circumstances in
      which they were made, not misleading.

                                   ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer hereby represents and warrants to Seller that:

5.01  Organization and Power.

      Buyer is a limited liability company validly existing and in good standing
      under the laws of the State of Delaware, with the requisite power and
      authority and all necessary approvals, permits and orders of Governmental
      Authorities to enter into this Agreement and the Ancillary Agreements to
      which it is a party and perform its obligations hereunder and thereunder.

5.02  Execution, Delivery; Valid and Binding Agreement.

      Buyer's execution, delivery and performance of this Agreement and the
      Ancillary Agreements to which it is a party and Buyer's consummation of
      the transactions contemplated hereby and thereby have been duly and
      validly authorized by all requisite action, and no other proceedings on
      its part are necessary to authorize their execution, delivery or
      performance of this Agreement or the Ancillary Agreements to which it is a
      party. Buyer has duly executed and delivered this Agreement and the
      Ancillary Agreements to which it is a party to Seller and the other
      parties thereto. This Agreement and the Ancillary Agreements to which it
      is a party constitute, the valid and binding obligations of Buyer,
      enforceable in accordance with their terms, subject to the Bankruptcy and
      Equity Exception.


                                       17
<PAGE>
5.03  Governmental Authorities; Consents.

      Buyer is not required to submit any application, notice, report or other
      filing with any Governmental Authority in connection with its execution,
      delivery or performance of this Agreement or the Ancillary Agreements or
      the consummation of the transactions contemplated hereby and thereby.
      Buyer is not required to obtain any Consents of any Governmental Authority
      or any other party or person in connection with its execution, delivery
      and performance of this Agreement or the Ancillary Agreements or the
      transactions contemplated hereby and thereby.

5.04  Noncontravention.

      Neither Buyer's execution and delivery of this Agreement or any Ancillary
      Agreement nor Buyer's consummation or performance of any of the
      transactions contemplated hereby or thereby, will directly or indirectly
      (with or without notice or lapse of time):

      (a)   conflict with or result in a breach of any provision of Buyer's
            articles of organization, operating agreement or other
            organizational documents;

      (b)   conflict with or violate any Legal Requirement applicable to Buyer;

      (c)   conflict with or violate any Legal Requirement or any Order
            applicable to Buyer, give any person the right to contest or enjoin
            this Agreement or any Ancillary Agreement or the transactions
            contemplated herein or therein.

5.05  Brokerage.

      No third party shall be entitled to receive any Finder's Fees, in
      connection with the transactions contemplated by this Agreement based on
      any arrangement or agreement made by or on behalf of Buyer.

                                   ARTICLE VI
                             POST-CLOSING COVENANTS

6.01  Transfer and Sales Taxes.

      Buyer shall pay all applicable transfer and sales Taxes relating to the
      sale of the Assets from Seller to Buyer. Except as otherwise provided in
      Section 2.02, Buyer shall prepare and timely file, and Seller shall
      cooperate with Buyer in connection with their preparation and filing of,
      all applicable transfer and sales Tax Returns.

6.02  Merchant Contracts; Payment of Retained Liabilities.

      As contemplated by Sections 1.03 and 1.04, Seller is and shall remain
      liable for, and shall pay, in full and timely, (a) all amounts due under
      the Merchant Contracts with respect to ATM transactions occurring on or
      prior to the Closing Date (the "Merchant Accounts Payable"), and (b) all
      other Retained Liabilities properly owed, except where contested in


                                       18
<PAGE>
      good faith. Seller shall make no claim against Buyer or hold Buyer out as
      having any Liability with respect to any Retained Liabilities.

6.03  Further Assurances.

      (a)   If at any time after the Closing any further action by Seller is
            necessary to carry out the purposes of this Agreement, Seller will
            take such further action (including the execution and delivery of
            such further instruments and documents) as Buyer may reasonably
            request, at Buyer's sole cost and expense (unless Buyer is entitled
            to indemnification therefor under Article VIII).

      (b)   If at any time after the Closing any further action by Buyer is
            necessary to carry out the purposes of this Agreement, Buyer will
            take such further action (including the execution and delivery of
            such further instruments and documents) as Seller may reasonably
            request, at Seller's sole cost and expense (unless Seller is
            entitled to indemnification therefor under Article VIII).

6.04  Cooperation with Proceedings.

      (a)   In the event and for so long as Buyer is contesting or defending
            against any Proceedings in connection with (i) any transaction
            contemplated by this Agreement or the Ancillary Agreements or (ii)
            any fact, situation, circumstance, status, condition, activity,
            practice, plan, occurrence, event, incident, action, failure to act,
            or transaction on or prior to the Closing Date involving Seller,
            Seller will cooperate with Buyer and its counsel in the contest or
            defense, make available its personnel, and provide such testimony
            and access to its books and records as shall be necessary in
            connection with the contest or defense, all at Seller's sole cost
            and expense (unless Buyer is entitled to indemnification therefor
            under Article VIII).

      (b)   In the event and for so long as Seller is contesting or defending
            against any action, suit, proceeding, hearing, investigation,
            charge, complaint, claim, or demand in connection with (i) any
            transaction contemplated under this Agreement or (ii) any fact,
            situation, circumstance, status, condition, activity, practice,
            plan, occurrence, event, incident, action, failure to act, or
            transaction on or prior to the Closing Date involving Seller, Buyer
            will cooperate with the contesting or defending party and its
            counsel in the contest or defense, make available its personnel, and
            provide such testimony and access to its books and records as shall
            be necessary in connection with the contest or defense, all at
            Seller's sole cost and expense (unless Seller is entitled to
            indemnification therefor under Article VIII).

6.05  Access to Records.

      After the Closing Date, each Party shall provide the other party and its
      representatives with reasonable access to their respective books and
      records with respect to the transactions contemplated hereby, the
      administration of the Assets and Assumed Liabilities and such other
      matters reasonably related to their respective obligations hereunder
      (subject to attorney-client privilege), during normal business hours and
      on at


                                       19
<PAGE>
      least three days' prior written notice, and solely for the purposes of
      this Agreement. Each party agrees to hold any information gained from such
      examination strictly confidential, and use such information solely for
      permissible purposes contemplated hereby.

6.06  Restrictions on Seller Dissolution and Distributions.

      Seller shall not dissolve until 18 months following the Closing Date and
      until Seller has paid, or made adequate provision for the payment of, its
      obligations under Section 6.02 of this Agreement; and Seller shall at all
      times during the 18 month period following the Closing Date maintain
      stockholder's equity of at least $500,000.

6.07  Customer and Other Business Relationships.

      For a transition period ending nine months after the Closing, Seller will
      use commercially reasonable efforts to cooperate with Buyer in its efforts
      to continue and maintain for the benefit of Buyer those Business
      relationships of Seller existing prior to the Closing and relating to the
      Assets purchased by Buyer, including relationships with lessors,
      employees, regulatory authorities, licensors, customers, suppliers and
      others. Seller will refer to Buyer all inquiries relating to such
      Business. Seller shall not be required to expend any monies or devote
      substantial time to such matters.

6.08  Accounts Receivable.

      (a)   With respect to those accounts receivable written off by Seller
            prior to Closing, Buyer shall have no obligation to attempt to
            collect amounts due under such accounts receivable, and Seller shall
            have no right, and shall make no efforts, to collect amounts due
            under such accounts receivable.

      (b)   With respect to those accounts receivable sold and assigned by
            Seller to Buyer hereunder, Buyer shall exercise all commercially
            reasonable efforts to collect amounts due under such accounts
            receivable, consistent with customary industry practices.

      (c)   In the event that Seller is obligated to repurchase any uncollected
            accounts receivable pursuant to Section 2.02(d) of this Agreement,
            Buyer shall execute, deliver and file any appropriate instruments to
            properly effect and evidence the sale, transfer, assignment and
            conveyance of all rights and interests in such uncollected accounts
            receivable to Seller.

6.09  Use of Seller's Name and Marks, etc.

      Upon and following the Closing Date, Buyer shall not use any of the names,
      trade names or marks, logos or other identifications of Seller, including
      those described in Section 1.02(c) and any derivations thereof, and shall
      in no way hold itself out in any way as Seller, or as representing Seller
      or its shareholders or affiliates as their agent, representative or
      independent contractor, or take any action binding upon, or purporting to
      bind, Seller. As soon as reasonably practicable following the Closing
      Date, Buyer shall remove all of Seller's marks, logos and other
      identification on any ATMs, and shall


                                       20
<PAGE>
      replace or sticker all sales literature previously used by Seller in the
      Business to reflect that Buyer is conducting the Business as of the
      Closing Date.

6.10  Purchase of Certain ATMs.

      Buyer shall, upon the Closing or as soon thereafter as practicable,
      purchase directly from the manufacturer all Triton ATMs held by Seller in
      its Warehouse, and Seller shall release all rights in and to such ATMs
      upon such purchase by Buyer and the release of all of Seller's Liabilities
      to such manufacturer with respect to such ATMs and the refund to, and
      receipt by, Seller of all amounts paid by Seller in respect of such ATMs.

                                  ARTICLE VII
                                OTHER AGREEMENTS

7.01  Employment and Employee Benefit Matters.

      (a)   Promptly following the Closing Date, but subject to compliance with
            Buyer's standard hiring procedures (including background checks,
            drug screening and the signing of an eFunds Corporation employee
            confidentiality agreement) and qualifications, Buyer will extend
            offers of employment to the employees of the Business set forth in
            Section 7.01(a) of the Disclosure Memorandum (the "Offered
            Employees"). With respect to Todd Hannon and T.J. Hannon, , such
            offers shall be substantially the terms and conditions set forth on
            Exhibit I and Exhibit J hereto, respectively (the "Employment
            Agreements"). With respect to any other Offered Employee, such
            offers shall be made on terms and conditions as Buyer shall
            determine in its sole discretion. Seller shall cooperate with and
            use commercially reasonable efforts to assist Buyer in its efforts
            to secure satisfactory employment arrangements with the Offered
            Employees. Nothing in this Section 7.01 shall constitute an
            agreement by Buyer to assume or be bound by any previous or existing
            employment agreement, policy, practice or arrangement with any
            employee of the Business, or a guaranty that any Offered Employee
            shall be entitled to remain in the employment of Buyer for a
            specified period of time. Buyer shall honor all confidentiality,
            nonsolicitation and/or nondisclosure Contracts of Seller with its
            employees with respect to all matters except the Business and/or the
            Assets and not seek or use from any Offered Employees any
            information regarding Seller that is not part of the Assets or the
            Business, including information described in Section 4.20(a) of this
            Agreement. An Offered Employee or other employee of Seller who
            accepts an offer shall become an employee of Buyer on the day such
            person reports to work for Buyer (each, a "Hired Employee"). Seller
            shall not terminate its employment of the Hired Employees until the
            day immediately preceding the date on which Buyer commences the
            employment of such persons (each, a "Hired Employee Termination
            Date").

      (b)   Seller shall be solely responsible for (i) the payment of all wages,
            other remuneration and benefits, including any required by
            applicable Legal Requirements, due to the Hired Employees with
            respect to their services as


                                       21
<PAGE>
            employees of Seller through the Hired Employee Termination Date,
            except that all remuneration, benefit and welfare plan
            (collectively, the "Plans") costs, and all FICA, FUTA and other
            employment Taxes and withholdings with respect to any of Seller's
            Offered Employees and all other Seller employees used to provide
            services pursuant to, and subject to the limitations of, the
            Transition Services Agreement (collectively, the "Service
            Employees") from the Closing Date through the Hired Employee
            Termination Date (the "Employee Transition Period") shall be paid by
            Buyer to Seller as incurred pursuant to the Transition Services
            Agreement, and any activities by Hired Employees during the Employee
            Transition Period pursuant to this Agreement or the Transition
            Services Agreement shall not be a breach or violation of Section
            7.02 hereof or such Hired Employee's respective Individual
            Noncompetition Agreement.

            Seller will remain the common law and sole employer of all its
            employees, including the Service Employees, until the Hired Employee
            Termination Date occurs with respect to each respective Service
            Employee, and until his or her termination of employment from
            Seller. Accordingly, Seller will have sole control and authority
            over all such Service Employees prior to their respective Hired
            Employee Termination Dates, including location of work;
            responsibilities and duties; all hiring, firing, layoff and similar
            job status decisions; supervision and reporting; pay increases and
            pay decreases; performance evaluation; work place discipline; work
            place rules, including work hours, dress code and other personnel
            policies and practices.

            Seller shall permit the Hired Employees to continue to participate
            in Seller's Plans following the Closing Date until their respective
            Hired Employee Termination Dates. Buyer recognizes that Seller is
            continuing to employ and is the sole employer of the Service
            Employees, including all Offered Employees and Hired Employees prior
            to the respective Hired Employee Termination Dates and to supervise
            and control the employment of all such persons following the Closing
            solely as an accommodation to Buyer. Accordingly, except where
            Seller fails to perform its obligations under the immediately
            preceding paragraph, if any Governmental Authority or arbitrator
            determines that any Hired Employees are employees of Buyer instead
            of Seller, and, as a result, Seller incurs any Seller Losses, as
            defined in Section 8.03 of this Agreement, including any Seller
            Losses directly or indirectly related to any Plans or the provisions
            of services by the Hired Employees pursuant to the Transition
            Services Agreement, then such Seller Losses will be indemnified and
            paid by Buyer to Seller pursuant to Section 8.03 of this Agreement.

      (c)   Seller shall be liable for any claims made or incurred by Hired
            Employees and their beneficiaries through the Hired Employee
            Termination Date under the Plans, but all such amounts will be
            reimbursed and paid by Seller to Buyer pursuant to the Transition
            Services Agreement. For purposes of the immediately preceding
            sentence, a charge will be deemed incurred, in the case of hospital,
            medical or dental benefits, when the services that are the subject
            of the charge are performed and, in the case of other benefits (such
            as disability or life insurance), when an


                                       22
<PAGE>
            event has occurred or when a condition has been diagnosed that
            entitles the employee to the benefit.

      (d)   Except for Buyer's reimbursement obligations under the Transition
            Services Agreement, Seller shall retain all responsibility for any
            assets held and any liabilities incurred with respect to all
            employee benefit plans maintained by Seller. Subject to all Legal
            Requirements, all Hired Employees shall become fully vested in their
            accrued benefits under Seller's employee benefit plans as of the
            Hired Employee Termination Date, and Seller will so amend such plans
            if necessary to achieve this result.

      (e)   Seller shall give any notices required by Legal Requirements and
            take whatever other actions with respect to the plans, programs and
            policies described in this Section 7.01 as may be necessary to carry
            out the arrangements described in this Section 7.01. Buyer will
            cooperate with Seller in meeting any such Legal Requirements.

7.02   Noncompetition, Nonsolicitation and Nondisparagement.

      (a)   For a period of two years after the Closing Date, Seller shall not
            directly or indirectly:

            (i)   own, manage, or operate ATMs located in Canada, the United
                  States of America, or Mexico (collectively, "North America"),
                  or otherwise engage in the business of owning, selling,
                  leasing, installing or maintaining ATMs located in North
                  America, or provide or arrange for the provision of any
                  electronic funds transfer processing services with respect to
                  ATMs located in North America; provided, however, that Seller
                  may purchase or otherwise acquire up to (but not more than) 5%
                  of any class of the securities of any entity (but may not
                  otherwise participate in the activities of such entity) if
                  such securities are listed on any national or regional
                  securities exchange or have been registered under Section
                  12(g) of the Securities Exchange Act of 1934, as amended; or

            (ii)  cause, induce or attempt to cause or induce any customer,
                  supplier, licensee, licensor, franchisee, employee, consultant
                  or other Business relation of Seller on the Closing Date or
                  within the year preceding the Closing Date to cease or reduce
                  doing business with Buyer or in any way interfere with its
                  relationship with Buyer with respect to ATMs located in North
                  America.

      (b)   [Reserved].

      (c)   From and after the Closing Date, Seller and Buyer will not disparage
            the other or any of the other party's members, managers, directors,
            officers, employees or agents, representatives, subsidiaries,
            affiliates or shareholders (or stockholders, as appropriate) and any
            person deemed to control any of them, and for a period of two years
            following the Closing Date, neither Buyer nor Seller shall hire,
            retain or


                                       23
<PAGE>
            attempt to hire or retain any employee or independent contractor
            (except for Offered Employees, as and to the extent provided in
            Section 7.01 of this Agreement) of the other party or in any way
            interfere with the relationship between such other party and any of
            its employees or independent contractors; provided that this
            paragraph will not restrict either party from general advertisements
            or other solicitations generally that are not directed to employees
            of the other party, or from soliciting or retaining any person that
            is terminated from employment by such other party.

      (d)   Notwithstanding any other provisions of this Agreement or the
            Ancillary Agreements to the contrary, nothing in this Section 7.02
            is intended to, or shall be construed to, in any way restrict or
            limit any conduct, business, investment or other activity by Seller
            or any of Seller's affiliates or subsidiaries outside of North
            America, or any entities through or with whom Seller has an
            investment, partnership, joint venture or other interest or
            arrangement, outside of North America, provided that the purpose or
            material effect of such conduct, business or investment is not to
            compete with Buyer in North America with respect to the activities
            described in Section 7.02(a)(i) of this Agreement.

      (e)   If a final judgment of a court or tribunal of competent jurisdiction
            determines that any term or provision contained in Section 7.02(a)
            through (c) is invalid or unenforceable, then the parties agree that
            the court or tribunal will have the power to reduce the scope,
            duration or geographic area of the term or provision, to delete
            specific words or phrases or to replace any invalid or unenforceable
            term or provision with a term or provision that is valid and
            enforceable and that comes closest to expressing the intention of
            the invalid or unenforceable term or provision. This Section 7.02
            will be enforceable as so modified after the expiration of the time
            within which the judgment may be appealed. The parties agree that
            this Section is reasonable and necessary to protect and preserve
            their respective legitimate business interests and to prevent any
            unfair advantage conferred on Seller.

7.03  Expenses.

      Except as otherwise expressly provided for herein, Seller and Buyer will
      pay all of their own expenses, including attorneys' and accountants' fees,
      in connection with the negotiation of this Agreement, the performance of
      their respective obligations hereunder and the consummation of the
      transactions contemplated by this Agreement (whether consummated or not).

7.04  Pro-Ration of Certain Taxes.

      All state, city and local ad valorem Taxes and real estate Taxes and
      special assessments which are attributable to the Assets shall be prorated
      between the parties as of the Closing Date, with (a) Seller being
      responsible for such Taxes allocable, on a pro rata basis, to the number
      of days during the year through and including the Closing Date, and (b)
      Buyer


                                       24
<PAGE>
      being responsible for such Taxes allocable, on a pro rata basis, to the
      number of days during the year thereafter.

7.05  Proposed Termination of MAS/Concord Agreement.

      Seller acknowledges that Buyer intends to terminate the MAS/Concord
      Agreement as soon as practicable following the Closing Date, and in no
      event later than 12 months after the Closing Date. Buyer and Seller will
      cooperate in connection with such termination with a view to minimizing
      any charges or fees due upon such termination (the "Termination Fees"),
      which shall be paid 50% by each of Buyer and Seller, when incurred.

7.06  Remittance of Payments.

      If at any time after the Closing Date either party receives any payment,
      correspondence or other property that properly belongs to the other party,
      or to which the other party is legally entitled, then the party receiving
      such payment, correspondence or other property shall hold it in trust and
      promptly deliver such payment, correspondence or other property to the
      other party.

                                  ARTICLE VIII
                            SURVIVAL; INDEMNIFICATION

8.01  Survival of Representations and Warranties.

      All representations and warranties in this Agreement shall survive the
      Closing and the consummation of the transactions contemplated hereby,
      subject to Section 8.04. For purposes of this Agreement, including this
      Article VIII, the accuracy of the representations and warranties of Seller
      and Buyer provided by this Agreement shall be assessed as of the date of
      this Agreement with the same effect as though all such representations and
      warranties had been made on and as of the Closing Date (provided that
      representations and warranties which are confined to a specified date
      shall speak only as of such date). The right to indemnification based upon
      a breach of such representations and warranties shall not be affected by
      any investigation conducted by Buyer.


                                       25
<PAGE>
8.02  Indemnification by Seller.

      Seller will indemnify in full Buyer and its officers, managers, employees,
      agents, representatives and members, affiliates and subsidiaries
      (collectively, the "Buyer Indemnified Parties") and hold them harmless
      from and against any loss, Liability, damage, expense or cost (including
      interest, penalties, reasonable costs of investigation and defense, and
      reasonable legal and other professional fees and expenses), as incurred
      and whether or not involving a Third Party Action (as defined in Section
      8.07(a) of this Agreement), which any of the Buyer Indemnified Parties may
      suffer, sustain or become subject to, or arising from or in connection
      with, any of the following (collectively, "Buyer Losses"):

      (a)   any breach or inaccuracy in any of the representations and
            warranties of Seller contained in this Agreement or any Ancillary
            Agreements to which it is a party (collectively, the "Seller Related
            Documents");

      (b)   any material breach of, or failure to perform in any material
            respect, any covenant, obligation or agreement of Seller contained
            in this Agreement or any of the Seller Related Documents; or

      (c)   any Liability arising out of the ownership or operation of the
            Assets or the Business on or prior to the Closing Date or the
            Retained Liabilities.

8.03  Indemnification by Buyer.

      Buyer agrees to indemnify in full Seller and its officers, directors,
      employees, agents, stockholders, affiliates and subsidiaries
      (collectively, the "Seller Indemnified Parties") and hold them harmless
      from and against any loss, Liability, damage, expense or cost (including
      interest, penalties, reasonable costs of investigation and defense, and
      reasonable legal and other professional fees and expenses), as incurred
      and whether or not involving a Third Party Action, which any of the Seller
      Indemnified Parties may suffer, sustain or become subject to, or arising
      from or in connection with, any of the following (collectively, "Seller
      Losses"):

      (a)   any breach or inaccuracy in any of the representations and
            warranties of Buyer contained in this Agreement or any Ancillary
            Agreements to which it is a party (collectively, the "Buyer Related
            Documents"); or

      (b)   any material breach of, or failure to perform in any material
            respect, any covenant, obligation or agreement of Buyer contained in
            this Agreement or any of the Buyer Related Documents; or

      (c)   any Liability arising out of the ownership or operation of the
            Assets or the assumption of the Assumed Liabilities following the
            Closing Date.


                                       26
<PAGE>
8.04  Time Limitations.

      (a)   Seller will have no Liability (for indemnification or otherwise)
            with respect to a claim under Section 8.02(a) of this Agreement
            (other than those in Section 4.25 of this Agreement, as to which a
            claim may be made through the applicable statute of limitations, and
            Section 4.15, as to which a claim may be made through the statute of
            limitations applicable to actions by the Internal Revenue Service or
            any other Governmental Authority as to Taxes (but only insofar as
            such Taxes relate to Seller's operations on or prior to the Closing
            Date), plus six months, unless, on or before the 18 month
            anniversary of the Closing Date, Buyer notifies Seller of such claim
            specifying the factual basis thereof in reasonable detail, including
            the amount of the asserted Liability, to the extent then known by
            Buyer, in which case such claim is subject to the other provisions
            of this Article VIII.

      (b)   Buyer will have no Liability (for indemnification or otherwise) with
            respect to a claim under Section 8.03(a) of this Agreement (other
            than those in Sections 5.05 of this Agreement, as to which a claim
            may be made through the applicable statute of limitations, and 7.01
            of this Agreement, as to which a claim may be made through the
            applicable statute of limitations applicable to actions by the
            Internal Revenue Service, the Department of Labor or any other
            Governmental Authority with respect to matters for which Buyer is
            responsible under Section 7.01 of this Agreement), unless, on or
            before the 18 month anniversary of the Closing Date, Seller notifies
            Buyer of such claim specifying the factual basis thereof in
            reasonable detail, including the amount of the asserted Liability,
            to the extent then known by Seller, in which case such claim is
            subject to the other provisions of this Article VIII.

      (c)   Notwithstanding anything to the contrary herein, with respect to any
            specific representation, warranty, covenant, obligation or agreement
            under which a party has made a claim for indemnification hereunder
            and as to which such claim has not been completely and finally
            resolved prior to the expiration of the applicable time period
            above, such representation or warranty shall survive for the period
            of time beyond such time period sufficient to resolve, completely
            and finally, the claim relating to such representation or warranty.

8.05  Limitations on Amount.

      (a)   Except as otherwise provided below, Seller shall have no Liability
            (for indemnification or otherwise) with respect to claims under
            Section 8.02(a) of this Agreement until the total of all Buyer
            Losses with respect to such matters exceeds $100,000 (the "Basket"),
            in which case Seller shall be liable for the total amount of all
            Buyer Losses in excess of $100,000, and the aggregate Liability of
            Seller with respect to claims under Section 8.02(a) of this
            Agreement shall not exceed $3,000,000 (the "Cap"). Notwithstanding
            the foregoing, (i) neither the Basket nor the Cap shall apply to
            breaches of or inaccuracies in the representations and warranties
            set forth in Sections 4.01, 4.02, 4.11(a) or 4.15 of this Agreement,
            and (ii) after the 18 month anniversary of the Closing Date, Buyer's
            right to


                                       27
<PAGE>
            indemnification for Buyer Losses with respect to breaches of the
            representations and warranties set forth in Section 4.15 of this
            Agreement shall not exceed $100,000 in the aggregate (other than the
            amount of any associated Tax Liability, with respect to which there
            is no such limitation). Buyer and Seller use all commercially
            reasonable efforts to resolve any Tax disputes promptly, and Buyer
            shall have no Liability with respect to any amounts with respect to
            disputes, assessments, controversies or claims with respect to the
            Business and/or the Assets arising with respect to periods prior to
            the Closing Date.

      (b)   Except as otherwise provided below, (i) Buyer shall have no
            Liability (for indemnification or otherwise) with respect to claims
            under Section 8.03(a) of this Agreement until the total of all
            Seller Losses with respect to such matters exceeds the Basket, in
            which case Buyer shall be liable only for the total amount of all
            Seller Losses in excess of the Basket, and (ii) the aggregate
            Liability of Buyer with respect to claims under Section 8.03(a) of
            this Agreement shall not exceed the Cap. Notwithstanding the
            foregoing, neither the Basket nor the Cap shall apply to breaches of
            or inaccuracies in representations and warranties set forth in
            Sections 5.01 or 5.02 of this Agreement.

8.06  Application of Indemnification Holdback Amount.

      Buyer may utilize the Indemnification Holdback Amount to pay any amounts
      that Seller is responsible for under this Article VIII upon 10 days' prior
      written notice of any claim to indemnification under Section 8.02 of this
      Agreement to Seller, which notice shall specify in reasonable detail the
      basis and the amount for such claim against Seller, provided Seller does
      not object to such claim in good faith within such 10 days of receipt of
      such notice specifying in reasonable detail the basis for any objection.
      In the event of an objection to any claim by Buyer under this Section
      8.06, Buyer and Seller will use all commercially reasonable efforts and
      cooperate to resolve such difference and to collect any amount due from
      third parties that are relate to the claim. If such matter cannot be
      resolved by the Buyer and the Seller within 45 days of Seller's receipt of
      the Buyer's notice of objection,, the Buyer and the Seller will resolve
      such dispute fully and finally as provided in Section 8.07(b) of this
      Agreement by an arbitrator selected pursuant to and an arbitration
      governed by Commercial Arbitration Rules of the American Arbitration
      Association, as modified herein. Within 30 days following the first
      anniversary of the Closing Date, Buyer shall pay to Seller the entire
      unclaimed balance of the Indemnification Holdback Amount plus interest, as
      provided in Section 2.01(a) of this Agreement, from the Closing Date
      through the date of payment; provided no interest shall accrue or be paid
      on any amounts that it is finally determined to be properly payable to
      Buyer pursuant to this Section 8.06.

8.07  Method of Asserting Claims.

      (a)   If any Buyer Indemnified Party or Seller Indemnified Party (an
            "Indemnified Party") is made a defendant in or party to any action
            or proceeding, judicial, administrative or arbitral, instituted by
            any third party, the Liability or the costs or expenses of which are
            or may be Buyer Losses or Seller Losses (any such third


                                       28
<PAGE>
            party action or proceeding being referred to as a "Third Party
            Action"), such Indemnified Party shall give the party from whom
            indemnification is sought (the "Indemnifying Party") prompt written
            notice thereof. Such written notice shall have attached thereto the
            complaint or other papers pursuant to which the third party
            commenced such Third Party Action. The failure promptly to give such
            notice shall not affect any Indemnified Party's ability to seek
            indemnification hereunder unless such failure has materially and
            adversely affected the ability of the Indemnifying Party to defend
            successfully the relevant Third Party Action or the Indemnifying
            Party's Liabilities. The Indemnifying Party shall be entitled to
            contest and defend such Third Party Action. The Indemnifying Party
            shall give notice of its intention to so contest and defend to the
            Indemnified Party within 14 days after the date it receives the
            Indemnified Party's notice of such Third Party Action (but, in all
            events, at least five business days prior to the date that an answer
            to such Third Party Action is due to be filed). Such contest and
            defense shall be conducted by reputable attorneys retained by the
            Indemnifying Party. The Indemnified Party shall be entitled at any
            time, at its own cost and expense (which expense shall not
            constitute a Buyer Loss or a Seller Loss unless the Indemnified
            Party reasonably determines that the Indemnifying Party is not
            adequately representing or, because of a conflict of interest, may
            not adequately represent, the interests of the Indemnified Party,
            and only to the extent that such expenses are reasonable), to
            participate in such contest and defense and to be represented by
            attorneys of its or their own choosing. If the Indemnified Party
            elects to participate in such defense, the Indemnified Party will
            cooperate with Indemnifying Party in the conduct of such defense.
            The Indemnified Party shall cooperate with the Indemnifying Party in
            the contest and defense of such Third Party Action, including
            providing reasonable access (upon reasonable notice) to the books,
            records and employees of the Indemnified Party if relevant to the
            defense of such Third Party Action; provided, that such cooperation
            shall not unduly disrupt the operations of the business of the
            Indemnified Party or cause the Indemnified Party to waive any
            statutory or common law privileges, breach any confidentiality
            obligations owed to third parties or otherwise cause any trade
            secret or confidential information of such Indemnified Party to
            become public. Neither the Indemnified Party nor the Indemnifying
            Party may concede, settle or compromise any Third Party Action
            without the consent of the other party, which consents will not be
            unreasonably withheld, unless the settlement, concession or
            compromise contains an unconditional release of the other party for
            any Liability with respect to all matters arising from or related to
            the facts at issue. Notwithstanding the foregoing, (i) if a Third
            Party Action seeks the issuance of an injunction, the specific
            election of an obligation or similar remedy, or (ii) if the subject
            matter of a Third Party Action relates to the ongoing business of
            the Indemnified Party, which Third Party Action, if decided against
            the Indemnified Party, would materially adversely affect the ongoing
            business or reputation of the Indemnified Party, then, in each such
            case, the Indemnified Party alone shall be entitled to contest,
            defend and settle such Third Party Action in the first instance and,
            if the Indemnified Party does not contest, defend or settle such
            Third Party Action, the Indemnifying Party shall then have the right
            to contest and defend (but


                                       29
<PAGE>
            not settle) such Third Party Action; provided the Indemnifying Party
            shall not have any obligation to the Indemnified Party for any
            settlement, compromise or concession thereof by the Indemnified
            Party, unless the settlement, concession or compromise contains an
            unconditional release of the Indemnifying Party for any Liability
            with respect to all matters arising from or related to the facts at
            issue.

      (b)   In the event any Indemnified Party should have a claim for
            indemnification hereunder against an Indemnifying Party that does
            not involve a Third Party Action (including a claim for
            indemnification with respect to a third party claim that is not yet
            the subject of a Third Party Action), the Indemnified Party shall
            give the Indemnifying Party prompt written notice thereof. Such
            written notice shall state in reasonable detail, including the
            amount of, and the factual basis for, such claim to the extent then
            known by the Indemnified Party and the nature of the Buyer Loss or
            Seller Loss for which indemnification is sought, and it may state
            the amount of the Buyer Loss or Seller Loss claimed. The failure
            promptly to give such notice shall not affect any Indemnified
            Party's ability to seek indemnification hereunder unless either (i)
            such failure has materially and adversely affected the ability or
            cost of the Indemnifying Party to investigate such claim, or (ii)
            such notice is given after the end of the period specified in
            Sections 8.01, 8.02 and 8.05 of this Agreement. If such notice
            states the amount of the Buyer Loss or Seller Loss claimed and the
            Indemnifying Party notifies the Indemnified Party that the
            Indemnifying Party does not dispute the claim described in such
            notice or fails to notify the Indemnified Party within 14 days after
            its receipt of such notice whether the Indemnifying Party disputes
            the claim described in such notice, the Buyer Loss or Seller Loss in
            the amount specified in the Indemnified Party's notice will be
            conclusively deemed a Liability of the Indemnifying Party and the
            Indemnifying Party shall pay (subject to the Basket Amount, to the
            extent applicable), the amount of such Buyer Loss or Seller Loss to
            the Indemnified Party on demand. If the Indemnifying Party has
            timely disputed its Liability with respect to such claim, the
            Indemnifying Party and the Indemnified Party will proceed in good
            faith to negotiate a resolution of such dispute, and if not resolved
            through such negotiations within 20 days after receipt of the
            Indemnified Party's notice of such claim, such dispute shall be
            resolved fully and finally in New York, New York by an arbitrator
            selected pursuant to and an arbitration governed by Commercial
            Arbitration Rules of the American Arbitration Association, as
            modified herein. The parties will jointly appoint a mutually
            acceptable independent arbitrator, seeking assistance in such regard
            from the American Arbitration Association. The arbitrator shall
            resolve the dispute based on the governing law, without regard to
            its rules of evidence, and judgment upon the award rendered by such
            arbitrator may be entered in any court of competent jurisdiction.
            The Indemnified Party and the Indemnifying Party shall each bear
            their own fees and expenses in connection with such arbitration and
            shall each bear 50% of the fees and expenses of the arbitrator. If a
            notice is given pursuant to this paragraph within the period
            specified by Section 8.01, which does not state the amount of the
            Buyer Loss or Seller Loss claimed, such omission shall not preclude
            the Indemnified Party from recovering from the Indemnifying Party,
            during or subsequent to such period, the amount of its Buyer


                                       30
<PAGE>
            Loss or Seller Loss with respect to the claim described in such
            notice. If a notice is given pursuant to this paragraph within the
            period specified by Section 8.01, concerning a third party claim
            which is not yet the subject of a Third Party Action and such third
            party claim subsequently becomes the subject of a Third Party
            Action, the Indemnified Party also shall provide the notice required
            by Section 8.07(a) of this Agreement at the time required by that
            section.

      (c)   Upon the determination of the Liability of an Indemnifying Party for
            a Buyer Loss or a Seller Loss pursuant to this Article VIII and the
            amount of such Buyer Loss or Seller Loss (whether such determination
            is made pursuant to the procedures set forth in Section 8.07(b) of
            this Agreement, by agreement between the Indemnified Party and the
            Indemnifying Party, by arbitration award or by final adjudication),
            the Indemnifying Party shall pay the amount of such Buyer Loss or
            Seller Loss to the Indemnified Party within 10 days following such
            determination.

8.08  Indemnification Exclusive Remedy.

      Except for remedies based upon fraud and except for equitable remedies,
      the remedies provided in this Article VIII constitute the sole and
      exclusive remedies for recovery against a party to this Agreement based
      upon the inaccuracy, untruth, incompleteness or breach of any
      representation or warranty of such party, or based upon the failure of
      such party to perform any covenant, agreement or undertaking required by
      the terms hereof or any Ancillary Agreement to be performed by such party.

8.09  Subrogation.

      In the event that the Indemnifying Party shall be obligated to indemnify
      the Indemnified Party pursuant to this Article VIII, then the Indemnifying
      Party shall, upon payment in full of such indemnity payment, be subrogated
      to all rights and remedies of the Indemnified Party with respect to the
      Liability to which such indemnification relates.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.01  Amendment and Waiver.

      This Agreement may not be amended or waived except in a writing executed
      by the party against which such amendment or waiver is sought to be
      enforced. No course of dealing between or among any persons having any
      interest in this Agreement will be deemed effective to modify or amend any
      part of this Agreement or any rights or obligations of any person under or
      by reason of this Agreement.

9.02  Notices.

      All notices, demands and other communications to be given or delivered
      under or by reason of the provisions of this Agreement will be in writing
      and will be deemed to have been given when personally delivered or three
      business days after being mailed by first class U.S. mail, return receipt
      requested, or when receipt is acknowledged, if sent by


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<PAGE>
      facsimile, telecopy or other electronic transmission device. Notices,
      demands and communications to Buyer and Seller will, unless another
      address is specified in writing, be sent to the address indicated below:

                  Notices to Buyer:

                           Access Cash International, L.L.C.
                           Gainey Center II, Suite 300
                           8501 North Scottsdale Road
                           Scottsdale, AZ  85253
                           Attention: Chief Financial Officer
                           Facsimile: (480) 629-7670

                           and

                           eFunds Corporation
                           400 West River Woods Parkway
                           Milwaukee, WI 53212
                           Attention: Law Department
                           Facsimile: (414) 341-5075

                                    With a copy to:

                                            Dorsey & Whitney LLP
                                            50 South Sixth Street
                                            Minneapolis, MN 55402
                                            Attention: Robert Rosenbaum
                                            Facsimile: (612) 340-7800

                  Notices to Seller:

                           Hanco Systems, Inc.
                           401 Westpark Court
                           Suite 100
                           P.O. Box 2346
                           Peachtree City, GA  30269
                           Attention:
                           Facsimile: (770) 487-3734

                                    With a copy to:

                                            Alston & Bird LLP
                                            One Atlantic Center
                                            1201 West Peachtree Street
                                            Atlanta, GA  30309-3424
                                            Attention: Ralph F. MacDonald, III
                                            Facsimile: (404) 881-4777


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<PAGE>
9.03  Assignment.

      This Agreement and the Ancillary Agreements, as applicable, and all of the
      provisions hereof and thereof, will be binding upon and inure to the
      benefit of the parties hereto and their respective successors and
      permitted assigns, provided that neither this Agreement nor any of the
      Ancillary Agreements, nor any of the rights, interests or obligations
      hereunder or thereunder, may be assigned by any party hereto or thereto
      without the prior written consent of the other party hereto; and provided
      further, that that Buyer may, without Seller's consent, assign this
      Agreement and any Ancillary Agreement, and any of its rights, interests or
      obligations hereunder or thereunder, to any parent of Buyer, to any of
      such parent's subsidiaries, and in connection with any merger,
      consolidation, reorganization, sale of all or substantially all of Buyer's
      assets or similar transaction; provided that any such permitted successor
      or assign affirmatively assumes in writing all of Buyer's obligations
      hereunder, and eFunds or any successor shall reaffirm in writing its
      obligations under its Guaranty to Seller notwithstanding any such
      transaction.

9.04  Severability.

      Whenever possible, each provision of this Agreement will be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this Agreement is held to be prohibited by or invalid under
      applicable law, such provision will be ineffective only to the extent of
      such prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this Agreement.

9.05  Complete Agreement.

      This Agreement, the Ancillary Agreements, and the exhibits and schedules
      hereto contain the complete agreement between the parties and supersede
      any prior understandings, agreements or representations by or between the
      parties, written or oral, which may have related to the subject matter
      hereof in any way.

9.06  Counterparts.

      This Agreement may be executed in one or more counterparts, any one of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together will constitute one and the same instrument.

9.07  Governing Law.

      The internal law, without regard to conflicts of laws principles, of the
      State of Delaware will govern all questions concerning the construction,
      validity and interpretation of this Agreement and the performance of the
      obligations imposed by this Agreement.

9.08  No Third Party Beneficiaries.

      This Agreement is for the sole benefit of the parties hereto, the
      Indemnified Parties and their permitted successors assigns, heirs, estates
      and personal and legal representatives, and nothing herein express or
      implied shall give or be construed to give to any person or


                                       33
<PAGE>
      entity, other than the parties hereto and such permitted assigns, any
      legal or equitable rights hereunder, whether as third party beneficiaries
      or otherwise.

9.09  Bulk Sales Laws.

      The parties waive compliance with the bulk transfer provisions of Article
      6 of the Uniform Commercial Code or any similar Legal Requirements,
      including any Legal Requirement that requires notice to creditors of any
      transaction contemplated by this Agreement or the Ancillary Agreements
      (collectively, the "Bulk Sales Laws"), to the extent that the Bulk Sales
      Laws of any jurisdiction may be applicable to the transactions
      contemplated by this Agreement or the Ancillary Agreements. Seller agrees
      to indemnify and defend each Buyer Indemnified Party and hold them
      harmless from and against any Buyer Losses, in accordance with the terms
      of Article VIII, that any of them may suffer in connection with Seller's
      noncompliance with the Bulk Sales Laws.

9.10  Interpretation.

      (a)   Article titles and headings to sections, subsections and paragraphs
            herein are inserted for convenience of reference only and are not
            intended to be part of or to affect the meaning or interpretation of
            this Agreement. The schedules and exhibits referred to herein shall
            be construed with and as an integral part of this Agreement as
            though set forth verbatim herein.

      (b)   In this Agreement, unless a clear contrary intention appears: (i)
            the terms "hereunder," "hereof," "hereto" and words of similar
            import shall be deemed references to this Agreement as a whole and
            not to any particular Article, Section or other provision hereof,
            (ii) the term "including" means including without limiting the
            generality of any description preceding such term, (iii) "or" is
            used in the inclusive sense of "and/or" and (iv) references to
            documents, instruments or agreements shall be deemed to refer as
            well to all addenda, exhibits, schedules or amendments thereto.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

   [THE SIGNATURES OF EACH PARTY ARE ON SEPARATE PAGES FOLLOWING THIS PAGE.]


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<PAGE>
                                              HANCO SYSTEMS, INC.


                                              By: /s/ Thomas C. Hannon
                                                  ------------------------------
                                                  Name:  Thomas C. Hannon
                                                  Title: President
<PAGE>
                                             ACCESS CASH INTERNATIONAL L.L.C.


                                             By: /s/ Nikhil Sinha
                                                 -------------------------------
                                                 Name:  Nikhil Sinha
                                                 Title: Executive ice President
<PAGE>
                            LIST IDENTIFYING CONTENTS
                              OF OMITTED SCHEDULES

This document does not contain the following Exhibits to the original agreement:

Exhibit A       Allocation of Purchase Price

Exhibit B       Form of Bill of Sale and Assignment

Exhibit C       Form of Transition Services Agreement

Exhibit D       Form of Hanco Realty, LLC Guaranty

Exhibit E       Form of Headquarters Lease

Exhibit F       Form of Individual Noncompetition Agreements

Exhibit G       Form of Legal Opinion of Seller's Counsel

Exhibit H       Form of eFunds Corporation Guaranty

Exhibit I       Form of Employment Agreement for Todd Hannon

Exhibit J       Form of Employment Agreement for T.J. Hannon

The registrant will furnish supplementally a copy of any of the omitted Exhibits
to the Commission upon request.


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