<PAGE>

                                                                     Exhibit 2.2


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                            ASSET PURCHASE AGREEMENT


                                 by and between


                        ACCESS CASH INTERNATIONAL L.L.C.


                                       and


                              CASH RESOURCES, INC.


                                 effective as of


                                 August 1, 2002








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<PAGE>




                                TABLE OF CONTENTS



Article I TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES..................1
     1.01     Transfer of Assets.........................................1
     1.02     Excluded Assets............................................2
     1.03     Assumption of Liabilities..................................3
     1.04     Retained Liabilities.......................................3

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

Article III CLOSING......................................................4
     3.01     Closing....................................................4
     3.02     Closing Procedure..........................................5

Article IV REPRESENTATIONS AND WARRANTIES OF SELLER......................6
     4.01     Incorporation and Corporate Power..........................7
     4.02     Execution and Delivery; Valid and Binding Agreement........7
     4.03     No Breach; Consents........................................7
     4.04     No Subsidiaries............................................8
     4.05     Financial Statements.......................................8
     4.06     Absence of Undisclosed Liabilities.........................8
     4.07     No Material Adverse Effect.................................9
     4.08     Absence of Certain Developments............................9
     4.09     Real Property.............................................10
     4.10     Assets....................................................10
     4.11     Inventory.................................................10
     4.12     Customers.................................................10
     4.13     Suppliers.................................................11
     4.14     Tax Matters...............................................11
     4.15     Contracts and Commitments.................................12
     4.16     Intellectual Property Rights..............................14
     4.17     Litigation; Orders........................................14
     4.18     Products and Services.....................................15
     4.19     Compliance with Laws; Governmental Authorizations.........15
     4.20     Environmental Matters.....................................16
     4.21     Books and Records.........................................16
     4.22     Disclosure................................................17

Article V REPRESENTATIONS AND WARRANTIES OF BUYER.......................17
     5.01     Incorporation and Corporate Power.........................17
     5.02     Execution, Delivery; Valid and Binding Agreement..........17
     5.03     No Breach; Consents.......................................17


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     5.04     Insolvency Proceedings....................................18

ARTICLE VI POST-CLOSING COVENANTS.......................................18
     6.01     Transfer and Sales Taxes..................................18
     6.02     Further Assurances........................................18
     6.03     Cooperation with Proceedings..............................19
     6.04     Payment of Retained Liabilities...........................19
     6.05     Restrictions on Seller Dissolution and Distributions......19
     6.06     Customer and Other Business Relationships.................20
     6.07     Expenses..................................................20
     6.08     Pro-Ration of Certain Taxes...............................20
     6.09     Collection of Accounts Receivable.........................20
     6.10     Additional Disclosures and Deliveries.....................21
     6.11     Additional Contract Assignments...........................21

Article VII SURVIVAL; INDEMNIFICATION...................................22
     7.01     Survival of Representations and Warranties................22
     7.02     Indemnification by Seller.................................22
     7.03     Indemnification by Buyer..................................23
     7.04     Time Limitations..........................................23
     7.05     Limitations on Amount.....................................24
     7.06     Setoff Against Indemnification Holdback Amount............24
     7.07     Method of Asserting Claims-Third Party Actions............24
     7.08     Method of Asserting Claims-Other Actions..................26
     7.09     Miscellaneous Indemnification Provisions..................27

Article VIII MISCELLANEOUS..............................................27
     8.01     Definitions...............................................27
     8.02     Press Releases and Announcements..........................31
     8.03     Amendment and Waiver......................................31
     8.04     Notices...................................................31
     8.05     Assignment................................................33
     8.06     Severability..............................................33
     8.07     Complete Agreement........................................33
     8.08     Counterparts..............................................33
     8.09     Governing Law.............................................33
     8.10     No Third Party Beneficiaries..............................33
     8.11     Specific Performance......................................34
     8.12     Dispute Resolution........................................34
     8.13     Attorneys' Fees and Costs.................................35
     8.14     Bulk Sales Laws...........................................35
     8.15     Interpretation............................................35

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                             EXHIBITS AND SCHEDULES


     Exhibit A                 Form of Bill of Sale

     Exhibit B                 Form of Assignment and Assumption Agreement

     Exhibit C                 Form of Transition Services Agreement

     Exhibit D                 Form of Noncompetition Agreement

     Exhibit E                 Form of EFT Processing Report

     Disclosure Schedule

     Schedule 1.01(b)          Additional Assigned Contracts

     Schedule 1.01(d)          Assigned Intellectual Property Rights

     Schedule 2.02             Purchase Price Allocation

     Schedule 3.02(b)(i)       Closing Date Creditor Payoffs




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                            ASSET PURCHASE AGREEMENT


         This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of August
15, 2002, but effective as of August 1, 2002 (the "Effective Date"), is made and
entered into by and between Access Cash International L.L.C., a Delaware limited
liability company ("Buyer"), and Cash Resources, Inc., a Colorado corporation
("Seller").

         WHEREAS, Seller is engaged, among other things, in the business of
owning, marketing, selling, leasing and servicing ATMs and providing or
brokering ATM transaction processing and directly related services (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 Seller will sell
       to Buyer, and Buyer will purchase from Seller, free and clear of all
       Encumbrances, 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 described in Section 1.02 hereof, the "Assets"):

       (a)  all Contracts between Seller and its customers pursuant to which
            Seller provides or arranges for the provision of ATM transaction
            processing and directly related services (each a "Customer
            Contract");

       (b)  the additional Contracts set forth in Schedule 1.01(b);

       (c)  all ATMs owned or leased by Seller and all inventories of ATM
            supplies and parts, but excluding all of Seller's and CTV's video
            advertising systems and equipment and high-toppers and related
            equipment even if installed or placed in or on ATMs (the
            "Inventory");

       (d)  the Intellectual Property Rights set forth in Schedule 1.01(d) (the
            "Assigned Intellectual Property Rights");

       (e)  originals or, where appropriate, true and complete copies of all
            books, records and other documents and information relating to the
            Business or the Assets (whether in documentary, electronic or other
            form), including all customer, prospect, dealer and distributor
            lists, sales literature, inventory records, warranty and maintenance


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<PAGE>


            records, purchase orders and invoices, sales orders and sales order
            log books, customer information, commission records, correspondence,
            product data, price lists, product demonstrations, quotes and bids
            and all product catalogs and brochures (but excluding corporate
            minutes, stock ledgers, Tax Returns and work papers);

       (f)  all accounts receivable generated in connection with (i) the
            Business or the Assets (including ATM transactions) which accrue (as
            determined in accordance with GAAP) on or after the Effective Date
            or (ii) the sale of ATMs which are identified as "new" in Section
            4.11 of the Disclosure Schedule, regardless of when the accounts
            receivable accrued;

       (g)  all claims of Seller against third parties relating to the Business
            or the Assets, whether choate or inchoate, known or unknown,
            contingent or not contingent (including the litigation which is
            described in Section 4.17(a) of the Disclosure Schedule and
            identified as "possible litigation"), other than the litigation
            described in Section 1.02(c);

       (h)  all guarantees, warranties, indemnities and similar rights in favor
            of Seller with respect to any of the foregoing Assets; and

       (i)  all permits, licenses and other approvals of any Governmental
            Authority used or held for use in connection with the Business or
            the Assets, to the extent they are assignable.

1.02   Excluded Assets.

       Notwithstanding anything to the contrary in this Agreement or in any
       schedule or exhibit hereto, Seller is not selling, transferring or
       assigning to Buyer any of its assets other than the Assets described in
       Section 1.01 (all assets which Seller is retaining are referred to herein
       as the "Excluded Assets"). Without limiting the generality of the
       immediately preceding sentence, Seller is retaining all of the following
       assets:

       (a)  all of Seller's current cash balances;

       (b)  all vault cash owned and provided to customers by Seller;

       (c)  all claims of Seller arising from the litigation which is described
            in Section 4.17(a) of the Disclosure Schedule and identified as
            "pending cases";

       (d)  all accounts receivable generated in connection with the Business or
            the Assets (including ATM transactions) which accrued (as determined
            in accordance with GAAP) prior to the Effective Date, other than the
            accounts receivable described in Section 1.01(f);

       (e)  all of Seller's and CTV's video advertising systems (whether in
            Seller's inventory or already placed) and video advertising rights
            at customer locations where Seller and/or MediachoiceTV.com have
            placed video advertising equipment;

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<PAGE>

       (f)  all of Seller's and CTV's high-toppers and related equipment
            (whether in Seller's inventory or already placed);

       (g)  all service tools, office and other equipment (other than ATMs),
            vehicles and furniture and fixtures owned, leased or otherwise used
            by Seller;

       (h)  all real property owned, leased or otherwise used by Seller
            (excluding real property/floor space subject to ATM placement
            agreements or ATM space leases and the storage facility identified
            in Section 4.15(a)(v)(1) of the Disclosure Schedule); and

       (i)  all licenses, permits or other approvals of any Governmental
            Authority to the extent they are not assignable.

1.03   Assumption of Liabilities.

       Pursuant to the terms of this Agreement, at the Closing Buyer will assume
       all of Seller's executory obligations under the Contracts which are
       included in the Assets, other than (a) any Liability for any breach
       thereof to the extent such Liability arises from the ownership or
       operation of the Business or the Assets prior to the Effective Date and
       (b) any amounts payable under such Contracts with respect to the
       ownership or operation of the Business or the Assets (including amounts
       due under the Customer Contracts with respect to ATM transactions) prior
       to the Effective Date (collectively, the "Assumed Liabilities").

1.04   Retained Liabilities.

       Notwithstanding anything to the contrary in this Agreement or in any
       schedule or exhibit hereto, and regardless of any disclosure to Buyer,
       Buyer is not assuming and will not in any way be responsible for, and
       Seller will retain and discharge as and when due, all of Seller's
       Liabilities other than the Assumed Liabilities (collectively, the
       "Retained Liabilities"). Without limiting the generality of the
       immediately preceding sentence, each of the following Liabilities of
       Seller are excluded from the Assumed Liabilities and will remain the sole
       responsibility of Seller:

       (a)  any Liability arising out of or relating to the Excluded Assets;

       (b)  any Liability described in Section 1.03(a) or (b);

       (c)  any Liability for Taxes, including (i) any Taxes arising from or
            relating to Seller's ownership or operation of the Business or the
            Assets on or prior to the Closing Date and (ii) any Taxes (other
            than sales Taxes) arising from or relating to the sale of the Assets
            pursuant to this Agreement; and

       (d)  any Liability arising from or relating to Seller's employment of any
            employee or Seller's termination thereof (including any Liability
            arising from or relating to Seller's employee benefit plans),
            whether or not Buyer hires the affected employee.

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<PAGE>

                                   Article II
                                 PURCHASE PRICE

2.01    Amount; Manner of Payment.

        (a)     The total consideration for the Assets (the "Purchase Price") is
                $12,800,000, plus $111,627.57 for the ATMs which are identified
                as "new" in Section 4.11 of the Disclosure Schedule, plus
                Buyer's assumption of the Assumed Liabilities. Buyer will pay
                $12,271,627.57 of the cash portion of the Purchase Price (the
                "Initial Payment") at the Closing as set forth in Section
                3.02(b)(i) and will withhold and pay, or retain, $640,000 of the
                cash portion of the Purchase Price (the "Indemnification
                Holdback Amount") as security for Seller's indemnification
                obligations under this Agreement. Seller will pay additional
                consideration for the Noncompetition Agreements as set forth in
                such agreements.

        (b)     Buyer will deposit the Indemnification Holdback Amount in a
                securities account with Bank of America, N.A., and manage the
                securities account pursuant to the terms and conditions of a
                pledge agreement in form and substance satisfactory to Seller
                and Buyer (the "Pledge Agreement"). To the extent not claimed by
                Buyer pursuant to this Agreement, Buyer will pay the
                Indemnification Holdback Amount to Seller within 10 days
                following the 18-month anniversary of the Closing Date.

2.01    Allocation of Purchase Price.

        Buyer and Seller will 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 Schedule 2.02. Buyer and Seller will use
        their reasonable best efforts to prepare and agree upon such allocation
        schedule as soon as practicable after the Closing Date. Buyer and Seller
        will prepare and file all Tax Returns that may be required in connection
        with the transactions contemplated by this Agreement pursuant to Code
        ss. 1060, all applicable Treasury regulations promulgated thereunder and
        any other similar Legal Requirements, and all such Tax Returns will be
        consistent with the allocations set forth in Schedule 2.02.

                                   Article III
                                    CLOSING

3.01    Closing.


        The closing of the transactions contemplated by this Agreement (the
        "Closing") will take place at the offices of Faegre & Benson LLP, 2500
        Republic Plaza, 370 Seventeenth Street, Denver, Colorado, commencing at
        10:00 a.m. local time, on the date hereof (the "Closing Date"). The
        Closing will be deemed effective as of 12:00 a.m., Central Daylight
        Time, on the Effective Date.

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<PAGE>


3.02    Closing Procedure.

        Seller and Buyer agree to consummate all of the following closing
        transactions on the Closing Date:

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

                (i)     with respect to those Assets which constitute tangible
                        personal property, a bill of sale substantially in the
                        form attached as Exhibit A (the "Bill of Sale"), duly
                        executed by Seller;

                (ii)    with respect to those Assets which constitute intangible
                        personal property, an assignment substantially in the
                        form attached as Exhibit B, which assignment will also
                        contain Buyer's undertaking and assumption of the
                        Assumed Liabilities (the "Assignment and Assumption
                        Agreement"), duly executed by Seller;

                (iii)   such agreements, instruments, certificates and other
                        documents as Buyer deems necessary or appropriate to
                        assign to Buyer all of Seller's right, title and
                        interest in and to the Assigned Intellectual Property;

                (iv)    a transition services agreement substantially in the
                        form attached as Exhibit C (the "Transition Services
                        Agreement") and the Pledge Agreement, both duly executed
                        by Seller;

                (v)     noncompetition agreements substantially in the form
                        attached as Exhibit D, duly executed by each of Seller,
                        Samuel K. Jonas and MediachoiceTV.com, Inc. (the
                        "Noncompetition Agreements");

                (vi)    original releases of, or written authorizations from
                        Seller's creditors to release, any and all Encumbrances
                        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, certified
                        by an appropriate officer of Seller as being true and
                        correct and in full force and effect;

                (viii)  incumbency certificates executed on Seller's behalf
                        certifying the signature and office of each officer
                        executing this Agreement and any of the Ancillary
                        Agreements;

                (ix)    a copy of Seller's articles of incorporation, duly
                        certified as of a recent date by the Secretary of State
                        of Colorado;

                (x)     an opinion of Seller's counsel in form and substance
                        satisfactory to Buyer; and

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<PAGE>

                (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 (A) paying to Seller's creditors
                        the entire unpaid balance of Seller's indebtedness (plus
                        all accrued interest thereon) specified on the attached
                        Schedule 3.02(b)(i) as owing to such creditors as of the
                        Closing Date, (B) depositing $1,000,000 in a trust
                        account with Faegre & Benson LLP for purposes of
                        discharging Seller's obligations to its customers under
                        the Customer Contracts with respect to ATM transactions
                        that occurred prior to the Closing Date, which amount
                        may be disbursed only for such purposes upon the joint
                        written instruction of Seller and Buyer (provided that
                        (1) any remaining balance after all such obligations
                        have been discharged will be Seller's sole property and
                        Buyer, promptly following Seller's written certification
                        of such discharge, will authorize the disbursement of
                        any such remaining balance to Seller, and (2) Seller
                        will be solely responsible for any shortfall between the
                        deposited amount and the actual amount of such
                        obligations), and (C) paying to Seller the remaining
                        balance of the Initial Payment by wire transfer in
                        immediately available funds to an account designated in
                        writing by Seller;

                (ii)    the Bill of Sale, Assignment and Assumption Agreement,
                        Transition Services Agreement and Pledge Agreement, each
                        duly executed by Buyer;

                (iii)   an opinion of Buyer's counsel in form and substance
                        satisfactory to Seller; and

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

        (c)     Buyer will deposit the Indemnification Holdback Amount with Bank
                of America, N.A., as contemplated by this Agreement and the
                Pledge Agreement.

        (d)     Buyer will pay the amounts set forth in the Noncompetition
                Agreements by wire transfer in immediately available funds to
                accounts designated in writing by Seller, Samuel Jonas and CTV.

                                   Article IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller represents and warrants to Buyer that, except as set forth in
the disclosure schedule delivered to Buyer on the Closing Date (the "Disclosure
Schedule"), each of the statements set forth in this Article IV were correct and
complete on the Effective Date and are correct and complete on the Closing Date.
The Disclosure Schedule 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 (or inclusion of a
copy) of a document


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<PAGE>

        or other item therein 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.

4.01    Incorporation and Corporate Power.

        Seller is a corporation duly incorporated, validly existing and in good
        standing under the laws of the State of Colorado 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 to execute and
        deliver this Agreement and each of the Ancillary Agreements to which it
        is a party. Without limiting the generality of the foregoing, Seller's
        execution and delivery of this Agreement and such Ancillary Agreements,
        and Seller's consummation and performance 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, consummation and performance of this Agreement or
        such Ancillary Agreements. This Agreement and such Ancillary Agreements
        have been duly executed and delivered by Seller and constitute the valid
        and binding obligations of Seller, enforceable in accordance with their
        respective terms.

4.03    No Breach; Consents.

        Except as set forth in Section 4.03 of the Disclosure Schedule, 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:

        (a)     contravene any provision of Seller's articles of incorporation,
                bylaws or other organizational documents;

        (b)     conflict with or violate any Legal Requirement, Governmental
                Authorization or Order;

        (c)     conflict with, breach any provision of, constitute a default (or
                any event which would, with the passage of time or the giving of
                notice, or both, constitute a default) under, result in a
                violation of, result in (or give any Person the right to cause)
                the termination, amendment, suspension, modification,
                abandonment or acceleration of payment under any Contract or
                Governmental Authorization;

        (d)     require any Governmental Authorization or the Consent of any
                Person; or

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<PAGE>

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

4.04.   No Subsidiaries.

        Seller does not hold, and has never held, any direct or indirect
        ownership interest in any Person.

4.05    Financial Statements.

        (a)     Seller has delivered to Buyer the audited financial statements
                of Seller as of and for the periods ended December 31, 2001 (the
                "Balance Sheet Date") and December 31, 2000 (collectively, the
                "Audited Financial Statements"), and the unaudited financial
                statements of Seller as of and for the period ended May 31, 2002
                (the "May Financial Statements"). Within 10 days after the
                Closing Date, Seller will deliver to Buyer the unaudited
                financial statements of Seller as of and for the period ended
                June 30, 2002 (the "June Financial Statements"). The Audited
                Financial Statements and the May Financial Statements each
                include, and the June Financial Statements will include, a
                balance sheet, statements of income and retained earnings and a
                statement of cash flows.

        (b)     The Audited Financial Statements and the May Financial
                Statements are, and the June Financial Statements will be, 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. The May
                Financial Statements have been, and the June Financial
                Statements will be, 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 a fair
                statement of the results for the interim period(s) presented
                (except for normally recurring year-end adjustments).

4.06    Absence of Undisclosed Liabilities.

        In each case with respect to the Business or the Assets, Seller does not
        have any Liabilities, and Seller is not a party to or bound by any
        agreement of guarantee, support, indemnification, assumption or
        endorsement of, or any similar commitment with respect to the
        Liabilities of any person, arising out of transactions or events
        heretofore entered into, or any action or inaction, or any state of
        facts existing, with respect to or based upon transactions or events
        heretofore occurring, except (a) as reflected or reserved against in the
        Audited Financial Statements, (b) current Liabilities which have arisen
        after the Balance Sheet Date in the ordinary course of business (none of
        which is a material


                                       8
<PAGE>

        Liability for breach of contract, breach of warranty, tort,
        infringement, claim or lawsuit), or (c) as otherwise set forth in
        Section 4.06 of the Disclosure Schedule.

4.07    No Material Adverse Effect.

        Except as set forth in Section 4.07 of the Disclosure Schedule, since
        the Balance Sheet Date, no event has occurred and no circumstance has
        arisen which has had, or may with the passage of time be reasonably
        expected to have, a Material Adverse Effect.

4.08    Absence of Certain Developments.

        Except as set forth in Section 4.08 of the Disclosure Schedule, since
        the Balance Sheet Date, Seller has conducted the Business only in the
        ordinary course of business and has not, with respect to the Business or
        the Assets:

        (a)     borrowed any amount (including advances on existing credit
                facilities other than in the ordinary course of business) or
                incurred or become subject to any Liability except (i) current
                Liabilities incurred in the ordinary course of business and (ii)
                Liabilities under Contracts entered into in the ordinary course
                of business;

        (b)     mortgaged, pledged or subjected to any Encumbrance any of its
                assets;

        (c)     delayed, postponed or accelerated the payment of accounts
                payable and other Liabilities other than in the ordinary course
                of business;

        (d)     sold, assigned or transferred (including transfers to any
                employees, affiliates or shareholders) any tangible assets,
                except sales of inventory in the ordinary course of business, or
                canceled any debts or claims except in the ordinary course of
                business;

        (e)     sold, assigned, transferred or granted (including transfers to
                any employees, affiliates or shareholders) any Intellectual
                Property or other intangible assets;

        (f)     waived any rights of material value or suffered any
                extraordinary losses or adverse changes in collection loss
                experience, whether or not in the ordinary course of business or
                consistent with past practice;

        (g)     taken any other action or entered into any other transaction
                other than in the ordinary course of business;

        (h)     suffered any material theft, damage, destruction or loss of or
                to any property or properties owned or used by it, whether or
                not covered by insurance;

        (i)     made any capital expenditures or commitments therefor in excess
                of $25,000 in the aggregate;

        (j)     made any loans or advances to, or guarantees for the benefit of,
                any Person other than in the ordinary course of business;



                                       9
<PAGE>

        (k)     made any change in accounting principles or practices from those
                utilized in the preparation of the Audited Financial Statements
                or the May Financial Statements; or

        (l)     taken any action or entered into any agreement not described in
                subsections (a) through (k) above that is material to Seller or
                agreed or committed, whether orally or in writing, to do any of
                the foregoing.

4.09    Real Property.

        Seller does not own any real property. The real property subject to the
        Real Property Leases constitutes all of the real property that Seller
        leases, subleases or otherwise uses in connection with the Business.

4.10    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 Encumbrances
                except the Assumed Liabilities.

        (b)     To Seller's Knowledge, there are no defects, facts or conditions
                affecting the tangible Assets which could, individually or in
                the aggregate, interfere in any material respect with the use or
                operation thereof as currently used or operated, or their
                adequacy for such use.

4.11    Inventory.

        All items of Inventory are of good, usable and merchantable quality and,
        except as set forth in Section 4.11 of the Disclosure Schedule, (a) are
        not obsolete or discontinued, (b) are not in need of material repair and
        are of such quality as to meet the quality control standards of Seller
        and any applicable Legal Requirements, (c) with respect to finished
        goods, are saleable as current inventories at the current prices thereof
        in the ordinary course of business, (d) are recorded on Seller's books
        at cost and (e) no write-down in inventory has been made or should have
        been made pursuant to GAAP during the past two years. Section 4.11 of
        the Disclosure Schedule sets forth a correct and complete list of all
        Inventory and the location thereof.

4.12    Customers.

        Section 4.12 of the Disclosure Schedule sets forth (a) the name and
        address of each of Seller's top 50 customers as of the Closing Date
        (each a "Significant Customer"), based on the number of ATMs for which
        Seller provides or has arranged for the provision of electronic funds
        transfer services, and (b) for each Significant Customer, the number of
        such ATMs. Seller has not received any notice and does not otherwise
        have any Knowledge that any Significant Customer (x) has ceased or will
        cease to use Seller's products or services, (y) has substantially
        reduced or will substantially reduce its use of Seller's products or
        services or (z) has sought, or is seeking, to materially reduce the
        price it will pay for Seller's products or services, including in each
        case after the

                                       10
<PAGE>

        consummation of the transactions contemplated by this Agreement or any
        of the Ancillary Agreements. To Seller's Knowledge, no Significant
        Customer has otherwise threatened to take any action described in the
        immediately preceding sentence due to the consummation of the
        transactions contemplated by this Agreement or any of the Ancillary
        Agreements.

4.13    Suppliers.

        Section 4.13 of the Disclosure Schedule sets forth (a) the name and
        address of each supplier from which Seller has obtained services with an
        aggregate purchase price of $5,000 or more during the twelve-month
        period ended December 31, 2001, in connection with the sale, service
        and/or operation of ATMs (each a "Significant Supplier") and (b) the
        amount for which each Significant Supplier invoiced Seller 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 or services, or that any
        Significant Supplier will not sell materials, supplies, merchandise and
        other goods or 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 practice. To Seller's Knowledge, no
        Significant Supplier has otherwise threatened to take any action
        described in the preceding sentence due to the consummation of the
        transactions contemplated by this Agreement or the Ancillary Agreements.

4.14    Tax Matters.

        (a)     Except as set forth in Section 4.14(a) of the Disclosure
                Schedule, (i) Seller has filed all Tax Returns that it was
                required to file, (ii) such Tax Returns were correct and
                complete in all respects, (iii) all Taxes owed by Seller
                (whether or not shown on any Tax Return) have been paid and (iv)
                no inquiry or claim has ever 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. Except
                for Seller's 2001 federal and state income Tax Returns, which
                are on extension, Seller is not currently the beneficiary of any
                extension of time within which to file any Tax Return. There are
                no Encumbrances on any of the Assets that arose in connection
                with any failure (or alleged failure) to pay any Tax.

        (b)     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.

        (c)     No Governmental Authority will assess, is expected to asses or
                has threatened to assess 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 4.14(c) of the Disclosure Schedule
                lists all federal, state, local, and foreign income and sales
                and use Tax Returns filed by Seller for taxable periods ended on
                or after December 31, 1999, indicates those

                                       11
<PAGE>

                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.

        (d)     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.

4.15    Contracts and Commitments.

        (a)     Section 4.15 of the Disclosure Schedule contains an accurate and
                complete list of:

                (i)     for each ATM which is the subject of a Customer
                        Contract, the name of the customer, the address at which
                        the ATM is located, the effective date and termination
                        date of the applicable Customer Contract, the terminal
                        identification number and whether the applicable
                        Customer Contract is written or oral;

                (ii)    each Contract relating to the provision of electronic
                        funds transfer services to Seller, specifying in each
                        case the name of the provider and the title of the
                        Contract;

                (iii)   each Contract (other than Contracts covered by
                        subsection (i) of this Section 4.15(a)) relating to the
                        maintenance or installation of ATMs or otherwise
                        relating to the help desk and service related functions
                        of the Business;

                (iv)    each Contract relating to the borrowing of money or to
                        mortgaging, pledging or otherwise placing an Encumbrance
                        on any of the Assets;

                (v)     each Contract wherein Seller is a lessee of, or holds or
                        operates any personal property owned by any other party;

                (vi)    each Contract wherein Seller is a lessor of, or permits
                        any third party to hold or operate, any personal
                        property;

                (vii)   each Contract or group of related Contracts (other than
                        Contracts covered by the other subsections of this
                        Section 4.15(a)) that involve the performance of
                        services or the delivery of goods or materials by
                        Seller;

                (viii)  each Contract or group of related Contracts (other than
                        Contracts covered by the other subsections of this
                        Section 4.15(a)) that involve the performance of
                        services or the delivery of goods or materials to
                        Seller;

                (ix)    each Contract relating to the payment of a commission or
                        other form of remuneration in connection with the sale
                        or lease of goods, materials or services or to the
                        distribution of goods or materials;

                                       12
<PAGE>

                (x)     each Contract or group of related Contracts (other than
                        Contracts covered by the other subsections of this
                        Section 4.15(a)) continuing over a period of more than
                        six months from the date or dates thereof, not
                        terminable by Seller on 30 days' or less notice without
                        penalty;

                (xi)    each Contract containing covenants that in any manner
                        and to any extent purport to restrict the right of
                        Seller to freely engage in business anywhere in the
                        world;

                (xii)   each Contract relating to the payment of royalties or
                        other compensation by or to Seller in connection with
                        the Intellectual Property Rights;

                (xiii)  any other Contract which is either material to the
                        Business or the Assets or was not entered into in the
                        ordinary course of business.

        (b)     Except as set forth in Section 4.15(b) of the Disclosure
                Schedule or as provided under Colorado statutory law, with
                respect to each Contract that is being assigned to or assumed by
                Buyer pursuant to this Agreement:

                (i)     such Contract is in full force and effect and is valid
                        and enforceable against each party thereto in accordance
                        with its terms;

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

                (iii)   Seller has no Knowledge of any actual, alleged,
                        threatened, possible or potential violation or breach of
                        or default under any such Contract by any party thereto
                        which, individually or in the aggregate, has had or is
                        reasonably likely to have a Material Adverse Effect.

        (c)     Section 4.15(c) of the Disclosure Schedule sets forth an
                accurate and complete list of all Contracts relating to the
                payment of a commission or other form of remuneration in
                connection with the sale or lease of goods, materials or
                services, which Seller has terminated or with respect to which
                Seller has stopped paying commissions thereunder since January
                1, 2001 (the "Terminated Sales Representative Agreements"), none
                of which are being assigned to or assumed by Buyer under this
                Agreement. Seller represents and warrants to Buyer that it had
                the legal right to terminate or stop the payment of commissions,
                as applicable, under each such Terminated Sales Representative
                Agreement and that Seller has no further Liability thereunder.

        (d)     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, and a written description of Seller's three
                largest oral Customer Contracts, together with all amendments,
                waivers or other changes thereto.

                                       13
<PAGE>

4.16    Intellectual Property Rights.

        Section 4.16 of the Disclosure Schedule describes all rights in patents,
        patent applications, trademarks, service marks, trade names, corporate
        names, copyrights, mask works, trade secrets, know-how or other
        intellectual property rights owned by, licensed to or otherwise
        controlled by Seller in connection with the operation of the Business or
        the Assets or used in, developed for use in or necessary to the conduct
        of the Business as now conducted (collectively, the "Intellectual
        Property Rights"). Seller owns and possesses all right, title and
        interest, or holds a valid license, in and to the Intellectual Property
        Rights. Seller has not received any notice of, nor does it otherwise
        have any Knowledge of, any facts which indicate a likelihood of, any
        infringement or misappropriation by, or conflict from, any third party
        with respect to the Intellectual Property Rights. No claim by any third
        party contesting the validity of any Intellectual Property Rights has
        been made, is currently outstanding or, to Seller's Knowledge, is
        threatened. Seller has not received any notice of any infringement,
        misappropriation or violation by Seller of any intellectual property
        rights of any third parties and Seller has not infringed,
        misappropriated or otherwise violated any such intellectual property
        rights. No infringement, illicit copying, misappropriation or violation
        has occurred or will occur with respect to products currently being sold
        by Seller or with respect to the conduct of the Business as now
        conducted.

4.17    Litigation; Orders.

        (a)     Except as set forth in Section 4.17(a) of the Disclosure
                Schedule (which also identifies the parties to and briefly
                describes the basis for each pending, threatened or potential
                Proceeding),

                (i)     there is no pending or, to Seller's Knowledge,
                        threatened Proceeding that relates to or that may affect
                        in any manner the Business or any of the Assets;

                (ii)    there is no pending or, to Seller's Knowledge,
                        threatened Proceeding 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;

                (iii)   Seller has no Knowledge of any event or circumstance
                        that is reasonably likely to give rise to or serve as a
                        basis for the commencement of any Proceeding described
                        in subparagraphs (i) or (ii) of this Section 4.17(a).

                Buyer has been provided with correct and complete copies of all
                pleadings, correspondence and other documents and materials
                relating to each Proceeding described in Section 4.17(a) of the
                Disclosure Schedule, and no Proceeding listed or required to be
                listed therein is reasonably likely to have a Material Adverse
                Effect.

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<PAGE>

        (b)     Except as set forth in Section 4.17(b) of the Disclosure
                Schedule, no Order is in effect that relates to or that may
                affect in any manner the Business or any of the Assets.

4.18    Products and Services.

        (a)     Buyer has been furnished with correct and complete copies of the
                standard terms and conditions of sale for each of the products
                or services sold or provided by the Business (containing
                applicable guaranty, warranty and indemnity provisions). Except
                as set forth in Section 4.18(a) of the Disclosure Schedule:

                (i)     no product sold, leased or delivered by, or service
                        rendered by or on behalf of, Seller in connection with
                        the Business is subject to any guaranty, warranty or
                        other indemnity, express or implied, beyond such
                        standard terms and conditions; and

                (ii)    each product sold, leased or delivered by, or service
                        rendered by or on behalf of, Seller in connection with
                        the Business has been in material conformity with
                        applicable contractual commitments and all express and
                        implied warranties.

        (b)     Except as set forth in Section 4.18(b) of the Disclosure
                Schedule, Seller has not been made aware of any Liability,
                whether based on strict liability, negligence, breach of
                warranty (express or implied), breach of contract or otherwise,
                in respect of any product, component or other item sold by or on
                behalf of Seller prior to the Closing, or service rendered by or
                on behalf of Seller prior to the Closing, in connection with the
                Business, that (i) is not fully and adequately covered by
                policies of insurance or by indemnity, contribution, cost
                sharing or similar agreements or arrangements by or with other
                persons, and (ii) is not otherwise fully and adequately reserved
                against as reflected in the May Financial Statements.

        (c)     Except as set forth in Section 4.18(c) of the Disclosure
                Schedule and as may be contained in the standard terms and
                conditions referred to in Section 4.18(a), Seller has not
                entered into, or offered to enter into, any agreement, contract
                commitment or other arrangement (whether written or oral) in
                connection with the Business pursuant to which Seller is or
                would be obligated to make any rebates, discounts, promotional
                allowances or similar payments or arrangements to any customer
                (collectively, "Rebate Obligations"). All Rebate Obligations are
                reflected in the May Financial Statements or have been incurred
                after the date thereof in the ordinary course of business.

4.19    Compliance with Laws; Governmental Authorizations.

        (a)     Seller and its officers, directors, agents and employees have
                complied in all material respects with all applicable Legal
                Requirements relating to the ownership and operation of the
                Business and the Assets, and, except as set forth in Section
                4.19(a) of the Disclosure Schedule, no claims have been filed
                against Seller

                                       15
<PAGE>


                alleging a violation of any such Legal Requirements. Seller has
                no Knowledge of any action, pending or threatened, to change the
                zoning or building ordinances or any other Legal Requirements
                affecting the Business or the Assets. Seller is not relying on
                any exemption from or deferral of any applicable Legal
                Requirement that would not be available to Buyer after it
                acquires the Assets.

        (b)     Seller has, in full force and effect, all Governmental
                Authorizations necessary to conduct the Business and own and
                operate the Assets. A correct and complete list of all such
                Governmental Authorizations is set forth in Section 4.19(b) of
                the Disclosure Schedule, together with a description of each
                Governmental Authorization's relationship to the Business and
                whether such Governmental Authorization is assignable to Buyer.
                Seller has conducted the Business and operated the Assets in
                compliance with all terms and conditions of such Governmental
                Authorizations.

        (c)     Notwithstanding the foregoing, Buyer may not rely on Seller's
                representations and warranties set forth in this Section 4.19
                for purposes of determining which Legal Requirements may apply
                to, and which Governmental Authorizations may be required in
                connection with, Buyer's ownership and operation of the Business
                and the Assets after the Closing Date.

4.20    Environmental Matters.

        Seller is now and at all times has been in compliance with all
        applicable Legal Requirements and Orders relating to pollution,
        contamination or the protection of the environment (collectively,
        "Environmental Laws"), including Legal Requirements and Orders
        concerning air pollution, water pollution, noise control or the on-site
        or off-site handling, shipping, discharge, disposal or recovery of any
        dangerous, toxic or hazardous pollutant, contaminant, chemical, waste,
        material or substance as defined in or governed by any Environmental Law
        (collectively, "Hazardous Materials"). Seller is not, and has not been
        alleged to be, responsible for (a) any release of Hazardous Materials or
        (b) any costs arising under or any violation of Environmental Laws.

4.21    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 reflect actual, bona fide transactions and have been
        maintained in accordance with sound business practices. The minute books
        of Seller, to the extent they relate to the Business or the Assets, all
        of which have been made available to Buyer, contain accurate and
        complete records of all meetings held of, and corporate action taken by,
        the shareholders, the board of directors and committees of the board of
        directors of Seller, and no meeting of any such shareholders, board of
        directors or committee has been held for which minutes have not been
        prepared or are not contained in such minute books.

                                       16
<PAGE>

4.22    Disclosure.

        Buyer has been provided with correct and complete copies of or access to
        all documentation, and with correct and complete descriptions of all
        information that is not in written form, that it has requested in
        connection with its due diligence review of the Business and the Assets.

                                    Article V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer hereby represents and warrants to Seller that:

5.01    Incorporation and Corporate Power.

        Buyer is a limited liability company duly formed, validly existing and
        in good standing under the laws of the State of Delaware, with the
        requisite power and authority to enter into this Agreement and the
        Ancillary Agreements and perform its obligations hereunder and
        thereunder.

5.02    Execution, Delivery; Valid and Binding Agreement.

        Buyer has all requisite limited liability company power and authority to
        execute and deliver this Agreement and each of the Ancillary Agreements
        to which it is a party. Without limiting the generality of the
        foregoing, Buyer's execution and delivery of this Agreement and such
        Ancillary Agreements, and Buyer's consummation and performance of the
        transactions contemplated hereby and thereby, have been duly and validly
        authorized by all requisite limited liability company action, and no
        other proceedings or actions are necessary to authorize Buyer's
        execution, delivery, consummation and performance of this Agreement or
        such Ancillary Agreements. This Agreement and such Ancillary Agreements
        have been duly executed and delivered by Buyer and constitute the valid
        and binding obligations of Buyer, enforceable in accordance with their
        respective terms.

5.03    No Breach; Consents.

        Neither Buyer's execution and delivery of this Agreement or any
        Ancillary Agreement to which its is a party, nor Buyer's consummation or
        performance of any of the transactions contemplated hereby or thereby,
        will:

        (a)     contravene any provision of Buyer's articles of organization,
                operating agreement or other organizational documents;

        (b)     conflict with or violate any Legal Requirement, Governmental
                Authorization or Order;

        (c)     conflict with, breach of any provision of, constitute a default
                (or any event which would, with the passage of time or the
                giving of notice, or both, constitute a default) under, result
                in a violation of, increase the burdens under, result in (or


                                       17
<PAGE>

                give any Person to right to cause) the termination, amendment,
                suspension, modification, abandonment or acceleration of payment
                under any Contract or Governmental Authorization; or

        (d)     require any Governmental Authorization or the Consent of any
                Person.

5.04    Insolvency Proceedings.

        Buyer is not the subject of any pending or threatened insolvency
        proceedings of any character, including without limitation bankruptcy,
        receivership, reorganization, composition or arrangement with creditors,
        voluntary or involuntary. Buyer has not made an assignment for the
        benefit of creditors or taken any action in contemplation of or which
        would constitute a valid basis for the institution of any such
        insolvency proceedings. After giving effect to this transaction, Buyer
        (a) will have sufficient capital to carry on its business and
        transactions, (b) will be able to pay its debts at they mature and
        become due, and (c) will own assets the fair value of which will be
        greater than the sum of its liabilities (including contingent
        liabilities). Buyer is not insolvent nor will it become insolvent as a
        result of entering into this transaction.

                                   Article VI
                             Post-Closing Covenants

6.01    Transfer and Sales Taxes.

        Buyer will pay and be solely responsible for all applicable transfer and
        sales Taxes relating to the sale of the Assets and the Business to
        Buyer. Except as otherwise provided in Section 2.02, Buyer will prepare
        and timely file, and Seller will cooperate with Buyer in connection with
        Buyer's preparation and filing of, such sales Tax Returns as may be
        required to comply with the provisions of all sales Tax-related Legal
        Requirements applicable to the transactions contemplated by this
        Agreement and each Ancillary Agreement.

6.02    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
                VII).

        (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 VII).

                                       18
<PAGE>

6.03    Cooperation with Proceedings.

        (a)     In the event and for so long as Buyer is contesting or defending
                against any Proceeding 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 Buyer's sole cost and expense (unless Buyer is entitled
                to indemnification therefor under Article VII).

        (b)     In the event and for so long as Seller is contesting or
                defending against any Proceeding 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, Buyer will cooperate with
                Seller 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 VII). Buyer will retain and take commercially reasonable
                measures to safeguard originals or copies of each contract,
                document and record of Buyer purchased pursuant to this
                Agreement for a period equal to the lesser of seven years or the
                duration of the statute of limitations applicable to any matter
                which would require the production of such contract, document or
                record.

6.04    Payment of Retained Liabilities.

        Seller will pay, perform and discharge when due, or make adequate
        provision for the payment, performance and discharge when due of, all of
        the Retained Liabilities and the other Liabilities of Seller under this
        Agreement. If any such Liabilities are not so paid or provided for, and
        if Buyer reasonably determines that failure to make any payments will
        impair Buyer's use or enjoyment of the Assets or conduct of the
        Business, Buyer may, at any time after the Closing Date, elect to make
        all such payments directly (but shall have no obligation to do so) and,
        following any such payment, will be entitled to a full reimbursement of
        all such payments or, in Buyer's sole discretion, to set off and deduct
        the full amount of all such payments from the Indemnification Holdback
        Amount pursuant to Section 7.05.

6.05    Restrictions on Seller Dissolution and Distributions.

        Seller agrees that it will not dissolve, or make any distribution of the
        proceeds received pursuant to this Agreement, until Seller has paid, or
        made adequate provision for the payment of, all of its obligations
        pursuant to Section 6.04.

                                       19
<PAGE>

6.06    Customer and Other Business Relationships.

        For a period of 90 days following the Closing Date, Seller will
        cooperate with Buyer in its efforts to continue and maintain for the
        benefit of Buyer those business relationships of Seller existing on or
        prior to the Closing Date and relating to the business to be operated by
        Buyer after the Closing Date, including relationships with lessors,
        employees, regulatory authorities, licensors, customers, suppliers and
        others, and Seller will satisfy the Retained Liabilities in a manner
        that is not detrimental to any of such relationships. Seller will refer
        to Buyer all inquiries relating to such business. Seller will not, and
        will use commercially reasonable efforts to cause each of its officers,
        employees, agents and shareholders to not, take any action that would
        tend to diminish the value of the Assets after the Closing Date or that
        would interfere with the business of Buyer to be engaged in after the
        Closing Date.

6.07    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). In addition, (a) Seller will be solely responsible
        for any brokerage commissions, finder's fees, fees for financial
        advisory services or similar compensation in connection with the
        transactions contemplated by this Agreement based on any arrangement or
        agreement made by or on behalf of Seller and (b) Buyer will be solely
        responsible for any brokerage commissions, finder's fees, fees for
        financial advisory services or similar compensation in connection with
        the transactions contemplated by this Agreement based on any arrangement
        or agreement made by or on behalf of Buyer.

6.08    Pro-Ration of Certain Taxes.

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

6.09    Collection of Accounts Receivable.

        Seller will use only commercially reasonable efforts to collect the
        accounts receivable which are not being assigned to Buyer under this
        Agreement. In addition, Seller will not assign (for collection purposes
        or otherwise) or commence any litigation with respect to all or any
        portion of such accounts receivable without Buyer's prior written
        consent, which consent Buyer may withhold in its reasonable discretion;
        provided, however, that Seller may continue to pursue the pending
        litigation described in Section 4.17(a) of the Disclosure Schedule.

                                       20
<PAGE>

6.10    Additional Disclosures and Deliveries.

        (a)     Within 15 days after the Closing Date, Seller will provide to
                Buyer with respect to each Significant Customer (i) the number
                of transactions during the 12-month period ended June 30, 2002,
                which occurred at ATMs that are subject to Seller's Customer
                Contract with such Significant Customer, (ii) the net amount of
                surcharge and interchange revenue that Seller has paid to such
                Significant Customer during the 12-month period ended June 30,
                2002, and (iii) whether ATMs have been placed with or sold to
                such Significant Customer.

        (b)     Within 15 days after the Closing Date, Seller will provide to
                Buyer a report setting forth, for each electronic funds transfer
                processor used by Seller, all of the monthly information
                contained in the attached Exhibit E, updated to cover the
                12-month period ended June 30, 2002.

        (c)     Seller will deliver to Buyer copies of any and all sales, use
                and personal property Tax Returns and work papers for the years
                1999, 2000 and 2001 within 15 days after the Closing Date and
                for year 2002 promptly following Buyer's request therefor.

6.11    Additional Contract Assignments.

        (a)     From and after the Closing Date, Seller will use its best
                efforts to obtain all Consents which may be required in order to
                effect the assignment of each of the Contracts set forth in
                Section 4.03(c) of the Disclosure Schedule. Promptly after
                Seller obtains the required Consents for each such Contract,
                Seller will, at Seller's sole cost and expense and without any
                right to additional consideration, take such further action and
                execute and deliver such further instruments and documents as
                Buyer may reasonably request in order to effect the assignment
                of such Contract to Buyer.

        (b)     From time to time after the Closing Date, Seller will, promptly
                following Buyer's request therefor, but without any right to
                additional consideration, assign to Buyer any Contract which is
                (i) not being assigned to Buyer on the Closing Date and (ii) not
                covered by Section 6.11(a). In connection with each such
                requested assignment, Seller will, at Buyer's sole cost and
                expense, take such further action and execute and deliver such
                further instruments and documents as Buyer may reasonably
                request in order to effect such assignment.

        (c)     Buyer's assumption obligations in connection with each
                assignment effected pursuant to this Section 6.11 will be
                limited to Seller's executory obligations under the assigned
                Contracts and will specifically exclude, without limitation, (a)
                any Liability for any breach of such Contracts to the extent
                such Liability arises from performance thereunder prior to the
                effective date of assignment and (b) any amounts payable under
                such Contracts with respect to performance thereunder prior to
                the effective date of assignment.

                                       21
<PAGE>


                                   Article VII
                            SURVIVAL; INDEMNIFICATION

7.01    Survival of Representations and Warranties.

        All representations, warranties, covenants and obligations in this
        Agreement, the Disclosure Schedule, the certificates delivered at the
        Closing and any other certificate or document delivered pursuant to this
        Agreement shall survive the Closing and the consummation of the
        transactions contemplated hereby, subject to Section 7.04. The right to
        indemnification, reimbursement or other remedy based upon such
        representations, warranties, covenants and obligations shall not be
        affected by any investigation conducted with respect to, or any
        Knowledge acquired (or capable of being acquired) at any time, whether
        before or after the execution and delivery of this Agreement or the
        Closing Date, with respect to the accuracy or inaccuracy of or
        compliance with any such representation, warranty, covenant or
        obligation.

7.02    Indemnification by Seller.

        Seller will indemnify in full Buyer and its officers, managers,
        employees, agents, members, affiliates and subsidiaries (collectively,
        the "Buyer Indemnified Parties") and hold them harmless from and against
        any loss, Liability, deficiency, diminution in value, damage, expense or
        cost (including interest, penalties, 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 Buyer Indemnified Parties may suffer, sustain or become subject to,
        as a direct or indirect result of, 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, the Ancillary
                Agreements, or in any exhibits, schedules, certificates or other
                documents delivered or to be delivered by or on behalf of Seller
                pursuant to the terms hereof or thereof or otherwise referenced
                or incorporated in this Agreement (collectively, the "Seller
                Related Documents");

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

        (c)     any Liability to the extent it arises from or relates to
                Seller's operation or ownership of the Business or the Assets
                prior to the Effective Date, including any Liability for Taxes,
                but excluding the Assumed Liabilities; or

        (d)     any product or component thereof shipped, or any service
                provided, by Seller prior to the Effective Date (including any
                product liability claims), other than claims under warranties
                given in the ordinary course of business and which are no
                broader than the warranties referred to in Section 4.18(a).

                                       22
<PAGE>

7.03    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, deficiency, diminution in value,
        damage, expense or cost (including interest, penalties, 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, as a direct or indirect result of, 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, the Ancillary
                Agreements, or in any exhibits, schedules, certificates or other
                documents delivered or to be delivered by or on behalf of Buyer
                pursuant to the terms hereof or thereof or otherwise referenced
                or incorporated in this Agreement (collectively, the "Buyer
                Related Documents");

        (b)     any breach of, or failure to perform, any covenant, obligation
                or agreement of Buyer contained in this Agreement or any of the
                Buyer Related Documents, including the timely good faith payment
                of the Indemnification Holdback Amount;

        (c)     any Liability to the extent it arises from or relates to Buyer's
                ownership or operation of the Business or the Assets on or after
                the Effective Date, including any Liability for Taxes, but
                excluding the Retained Liabilities; provided, however, that
                nothing in this Section 7.03(c) will limit or restrict in any
                manner or to any extent Buyer's right to indemnification
                pursuant to Section 7.02(a); or

        (d)     any product or component thereof shipped, or any service
                provided, by Buyer on or after the Effective Date (including any
                product liability claims), other than products, components
                and/or services which Buyer, through Seller, provides to a
                Person as contemplated by the Transition Services Agreement.

7.04    Time Limitations.

        (a)     Seller will have no Liability (for indemnification or otherwise)
                with respect to a claim under Section 7.02(a) (other than those
                in Sections 4.01, 4.02, 4.10(a) and 4.20, as to which a claim
                may be made through the applicable statute of limitations, and
                Section 4.14, as to which a claim may be made through the
                statute of limitations applicable to actions by the Internal
                Revenue Service or any other Tax Governmental Authority
                regarding the subject matter thereof plus six months), unless,
                on or before the second anniversary of the Closing Date, Buyer
                notifies Seller of such claim specifying the factual basis
                thereof in reasonable detail to the extent then known by Buyer.

        (b)     Buyer will have no Liability (for indemnification or otherwise)
                with respect to a claim under Section 7.03(a) (other than those
                in Sections 5.01 and 5.02, as to which a claim may be made
                through the applicable statute of limitations), unless,


                                       23
<PAGE>

                on or before the second anniversary of the Closing Date, Seller
                notifies Buyer of such claim specifying the factual basis
                thereof in reasonable detail to the extent then known by Seller.

        (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.

7.05    Limitations on Amount.

        (a)     Except for fraud or willful misrepresentations or as otherwise
                provided below, (i) Seller will have no Liability (for
                indemnification or otherwise) with respect to claims under
                Section 7.02(a) until the total of all Buyer Losses with respect
                to such matters exceeds $50,000 (the "Basket"), in which case
                Seller will be liable for the total amount of all Buyer Losses,
                and (ii) the aggregate Liability (for indemnification or
                otherwise) of Seller with respect to claims under 7.02(a) will
                not exceed $3,000,000 (the "Cap"). Notwithstanding the
                foregoing, neither the Basket nor the Cap will apply to breaches
                of or inaccuracies in representations and warranties set forth
                in Sections 4.01, 4.02, 4.10(a) and 4.20.

        (b)     Except for fraud or willful misrepresentations or as otherwise
                provided below, (i) Buyer will have no Liability (for
                indemnification or otherwise) with respect to claims under
                Section 7.03(a) until the total of all Seller Losses with
                respect to such matters exceeds the Basket, in which case Buyer
                will be liable for the total amount of all Seller Losses, and
                (ii) the aggregate Liability (for indemnification or otherwise)
                of Buyer with respect to claims under 7.03(a) will not exceed
                the Cap. Notwithstanding the foregoing, neither the Basket nor
                the Cap will apply to breaches of or inaccuracies in
                representations and warranties set forth in Sections 5.01 and
                5.02.

7.06    Setoff Against Indemnification Holdback Amount.

        Upon 15 days' notice to Seller specifying in reasonable detail the basis
        therefor, Buyer may set off any amount to which it may be entitled under
        this Article VII against the Indemnification Holdback Amount. Buyer's
        exercise of such setoff right in good faith, whether or not ultimately
        determined to be justified, will not constitute an event of default
        under this Agreement. Neither the exercise of nor the failure to
        exercise such right of setoff will constitute an election of remedies or
        limit Buyer in any manner in the enforcement of any other remedies that
        may be available to it.

7.07    Method of Asserting Claims-Third Party Actions.

        (a)     If any Buyer Indemnified Party or Seller Indemnified Party (an
                "Indemnified Party") is made a defendant in or party to any
                Proceeding instituted by any third


                                       24
<PAGE>

                party, the liability or the costs or expenses of which are or
                may be Buyer Losses or Seller Losses (any such third 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.

        (b)     An Indemnifying Party shall be entitled to contest and defend
                any Third Party Action provided that the Indemnifying Party has
                a reasonable basis for concluding that such defense may be
                successful and can diligently contest and defend the Third Party
                Action. The Indemnifying Party shall give notice of its
                intention to so contest and defend to the Indemnified Party
                within 21 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.

        (c)     An 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 to the extent it reasonably requests such
                cooperation 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.

        (d)     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. 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 any Indemnified Party, which Third Party
                Action, if decided against the Indemnified Party, would
                materially adversely


                                       25
<PAGE>

                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 not settle) such Third Party Action.

7.08    Method of Asserting Claims-Other Actions.

        (a)     If an Indemnified Party has 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 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 of the
                Indemnifying Party to investigate such claim, or (ii) such
                notice is given after the end of the period specified in Section
                7.04. 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 21 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 to the
                Indemnified Party, and the Indemnifying Party shall pay the
                amount of such Buyer Loss or Seller Loss to the Indemnified
                Party.

        (b)     If the Indemnifying Party has timely disputed its liability with
                respect to such claim, such dispute will be subject to the
                dispute resolution provisions of Section 8.12.

        (c)     If a notice is given pursuant to this paragraph within the
                period specified by Section 7.04, 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 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 7.04,
                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 7.07(a)
                at the time required by that section.

                                       26
<PAGE>

7.09    Miscellaneous Indemnification Provisions.

        (a)     Upon the determination of an Indemnifying Party's liability for
                a Buyer Loss or a Seller Loss pursuant to this Article VII and
                the amount of such Buyer Loss or Seller Loss (whether such
                determination is made pursuant to the procedures set forth in
                this Article VII, 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
                30 days following such determination.

        (b)     The rights set forth in this Article VII shall be the exclusive
                remedy for breach or inaccuracy of any of the representations
                and warranties contained herein on or prior to the Closing Date
                and shall be in lieu of contract remedies. Notwithstanding the
                foregoing, nothing in this Agreement shall prevent any party
                from bringing an action based upon allegations of fraud by the
                other party in connection with this Agreement. In the event such
                action is brought, the prevailing party's attorneys' fees and
                costs shall be paid by the non-prevailing party. With respect to
                any breach of a covenant or other obligation contained in this
                Agreement the parties shall have available to them all remedies
                available under applicable Legal Requirements.

        (c)     To the extent permitted by applicable Legal Requirements, any
                payment under this Article VII shall for Tax purposes be treated
                as an adjustment to the Purchase Price.

                                  Article VIII
                                  MISCELLANEOUS

8.01    Definitions.

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

        (b)     "Agreement" is defined in the preamble to this Agreement.

        (c)     "Ancillary Agreements" means the Bill of Sale, Assignment and
                Assumption Agreement, Transition Services Agreement, Pledge
                Agreement and Noncompetition Agreements.

        (d)     "Assets" is defined in Section 1.01.

        (e)     "Assignment and Assumption Agreement" is defined in Section
                3.02(a)(ii).

        (f)     "ATM" means an automated teller machine.

        (g)     "Assigned Intellectual Property Rights" is defined in Section
                1.01(d).

                                       27
<PAGE>

        (h)     "Assumed Liabilities" is defined in Section 1.03.

        (i)     "Audited Financial Statements" is defined in Section 4.05(a).

        (j)     "Balance Sheet Date" is defined in Section 4.05(a).

        (k)     "Basket" is defined in Section 7.05(a).

        (l)     "Bill of Sale" is defined in Section 3.02(a)(i).

        (m)     "Bulk Sales Laws" is defined in Section 8.14.

        (n)     "Business" is defined in the recitals to this Agreement.

        (o)     "Buyer" is defined in the preamble to this Agreement.

        (p)     "Buyer Indemnified Parties" is defined in Section 7.02.

        (q)     "Buyer Losses" is defined in Section 7.02.

        (r)     "Buyer Related Documents" is defined in Section 7.03(a).

        (s)     "Cap" is defined in Section 7.05(a).

        (t)     "Closing" is defined in Section 3.01.

        (u)     "Closing Date" is defined in Section 3.01.

        (v)     "Code" means the Internal Revenue Code of 1986, as amended.

        (w)     "Consent" means any authorization, consent, approval, filing,
                waiver, exemption or other action by or notice to any Person.

        (x)     "Contract" means any contract, agreement, commitment, promise,
                undertaking or understanding, whether oral or written and
                whether express or implied, relating to the Business or the
                Assets and (x) under which Seller has or may acquire any rights
                or benefits, (y) under which Seller has or may become subject to
                any Liability or (z) by which Seller or any of the Assets are or
                may become bound.

        (y)     "CTV" means MediaChoiceTV.com, Inc., a Colorado corporation and
                affiliate of Seller.

        (z)     "Customer Contract" is defined in Section 1.01(a).

        (aa)    "Disclosure Schedule" means the schedule delivered by Seller to
                Buyer disclosing exceptions to their representations and
                warranties set forth in Article IV.

        (bb)    "Effective Date" is defined in the preamble to this Agreement.

                                       28
<PAGE>

        (cc)    "Encumbrance" means any charge, claim, community property
                interest, condition, equitable interest, lien, option, pledge,
                security interest, right of first refusal or restriction of any
                kind, including any restriction on use, voting, transfer,
                receipt of income or exercise of any other ownership attribute.

        (dd)    "Environmental Laws" is defined in Section 4.20.

        (ee)    "Excluded Assets" is defined in Section 1.02.

        (ff)    "GAAP" means United States generally accepted accounting
                principles.

        (gg)    "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.

        (hh)    "Governmental Authorization" means any approval, Consent,
                license, permit, waiver or other authorization of any
                Governmental Authority.

        (ii)    "Hazardous Materials" is defined in Section 4.20.

        (jj)    "Indemnification Holdback Amount" is defined in Section 2.01.

        (kk)    "Indemnified Party" is defined in Section 7.07(a).

        (ll)    "Indemnifying Party" is defined in Section 7.07(a).

        (mm)    "Initial Payment" is defined in Section 2.01.

        (nn)    "Intellectual Property Rights" means all rights in patents,
                patent applications, trademarks, service marks, trade names,
                corporate names, copyrights, mask works, trade secrets, know-how
                or other intellectual property rights.

        (oo)    "Inventory" is defined in Section 1.01(c).

        (pp)    "JAG" is defined in Section 8.12.

        (qq)    "June Financial Statements" is defined in Section 4.05(a).

        (rr)    "Knowledge" means, when used with respect to Seller, (a) the
                actual knowledge of Seller or any officer or director of Seller
                regarding the fact or other matter at issue and (b) the
                knowledge any such Person reasonably should have had concerning
                the existence of such fact or other matter.

        (ss)    "Legal Requirement" means any federal state, local, municipal,
                foreign, international, multinational or other constitution,
                law, ordinance, principle of common law, code, regulation,
                statute or treaty.

                                       29
<PAGE>

        (tt)    "Liability" means, with respect to any Person, any liability or
                obligation of that Person of any kind, character or description,
                whether known or unknown, absolute or contingent, accrued or
                unaccrued, disputed or undisputed, liquidated or unliquidated,
                secured or unsecured, joint or several, due or to become due,
                vested or unvested, executory, determined, determinable or
                otherwise, and whether or not required to be accrued on the
                financial statements of the Person.

        (uu)    "Material Adverse Effect" means any effect on the Assets or the
                operations, financial condition, results of operations or
                prospects of the Business that, individually or in the aggregate
                with other effects, is materially adverse.

        (vv)    "May Financial Statements" is defined in Section 4.05(a).

        (ww)    "Noncompetition Agreements" is defined in Section 3.02(a)(v).

        (xx)    "Order" means any order, injunction, judgment, decree, ruling,
                assessment or arbitration award of any Governmental Authority or
                arbitrator.

        (yy)    "Person" means any individual, corporation, general or limited
                partnership, limited liability company, joint venture, estate,
                trust, association, organization, labor union or other entity or
                Governmental Authority.

        (zz)    "Pledge Agreement" is defined in Section 2.01(b).

        (aaa)   "Proceeding" means any action, claim, arbitration, demand,
                proceeding, grievance, subpoena, inquiry, audit, 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.

        (bbb)   "Purchase Price" is defined in Section 2.01.

        (ccc)   "Real Property Leases" means the leases of Seller's office
                facilities and storage facility identified in Section
                4.15(a)(v)(1) of the Disclosure Schedule.

        (ddd)   "Rebate Obligations" is defined in Section 4.18(c).

        (eee)   "Retained Liabilities" is defined in Section 1.04.

        (fff)   "Seller Indemnified Parties" is defined in Section 7.03.

        (ggg)   "Seller Losses" is defined in Section 7.02.

        (hhh)   "Seller Related Documents" is defined in Section 7.02.

        (iii)   "Seller" is defined in the preamble to this Agreement.

        (jjj)   "Significant Customer" is defined in Section 4.12.

                                       30
<PAGE>

        (kkk)   "Significant Supplier" is defined in Section 4.13.

        (lll)   "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 nature, including all interest and
                penalties thereon and additions to tax or additional amounts
                imposed by any taxing authority, domestic or foreign.

        (mmm)   "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.

        (nnn)   "Terminated Sales Representative Agreements" is defined in
                Section 4.15(c).

        (ooo)   "Third Party Action" is defined in Section 7.07(a).

        (ppp)   "Transition Services Agreement" is defined in Section
                3.02(a)(iv).

8.02    Press Releases and Announcements.

        Any public announcement, including any announcement to employees,
        customers or suppliers and others having dealings with Seller, or
        similar publicity with respect to this Agreement or the transactions
        contemplated by this Agreement, will be issued, if at all, at such time
        (but not prior to Closing) and in such manner as Buyer determines and
        approves; Buyer will have the right to be present for any in-person
        announcement. Unless consented to by Buyer or required by applicable
        Legal Requirements, Seller will keep this Agreement and the transactions
        contemplated by this Agreement confidential.

8.03    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.

8.04    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
        facsimile, telecopy or other electronic transmission device. Notices,
        demands and


                                       31
<PAGE>

        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 (which shall not constitute notice) to:

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

             Notices to Seller:

                  Cash Resources, Inc.
                  7200 E. Dry Creek Road, F-103
                  Englewood, CO  80112
                  Attn: Samuel K. Jonas, President

                            With a copy to:

                            Samuel K. Jonas
                            7323 S. Quince Ct.
                            Englewood, CO  80112

                            With a copy (which shall not constitute notice) to:

                                 Faegre & Benson LLP
                                 1900 15th Street
                                 Boulder, CO  80302
                                 Attention: Christopher M. Hazlitt
                                 Facsimile: (303) 499-5426

                                       32
<PAGE>

8.05    Assignment.

        This Agreement and the Ancillary Agreements, 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 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.

8.06    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.

8.07    Complete Agreement.

        This Agreement, the Ancillary Agreements, the exhibits and schedules
        hereto and the other documents referred to herein 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.

8.08    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.

8.09    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.

8.10    No Third Party Beneficiaries.

        This Agreement is for the sole benefit of the parties hereto and their
        permitted assigns 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.

8.11    Specific Performance.

        Seller and Buyer acknowledge and agree that the subject matter of this
        Agreement (including the Business and the Assets) is unique, that the
        other party would be damaged irreparably in the event any of the
        provisions of this Agreement are not performed in accordance with their
        specific terms or otherwise are breached, and that the remedies
        available at law would not be adequate to compensate the other party in
        the event of a default or breach. Accordingly, Seller and Buyer agree
        that the other party shall be entitled to an injunction or injunctions
        to prevent breaches of the provisions of this Agreement and to enforce
        specifically this Agreement and the terms and provisions of this
        Agreement in addition to any other remedy to which it may be entitled,
        at law or in equity. Seller and Buyer waive any defense that a remedy at
        law is adequate.

8.12    Dispute Resolution.

        Subject to the procedures set forth in Article VII, each party shall
        proceed in good faith to negotiate the resolution of any and all
        disputes that may arise under this Agreement. If any such dispute is not
        resolved within 30 days after the earliest date upon which a party
        notified the other of its desire to attempt to resolve the dispute, then
        the dispute shall be promptly submitted to arbitration by a single
        arbiter through the Judicial Arbiter Group ("JAG"), any successor of the
        Judicial Arbiter Group, or any similar arbitration provider that can
        provide a former judge to conduct such arbitration if JAG is no longer
        in existence, or an arbiter appointed by the court. The arbiter shall be
        selected by JAG or the court on the basis, if possible, of his or her
        expertise in the subject matter(s) of the dispute. The decision of the
        arbiter shall be final, non-appealable and binding upon the parties, and
        it may be entered in any court of competent jurisdiction. The
        arbitration shall take place in Denver, Colorado. The arbitrator shall
        be bound by and apply Delaware law with respect to all issues involved
        in the arbitration, including rules relating to the admissibility of
        evidence, all relevant privileges and the attorney work product
        doctrine. All discovery shall be completed in accordance with the time
        limitations prescribed in the Delaware Rules of Civil Procedure, unless
        otherwise agreed by the parties or ordered by the arbitrator on the
        basis of strict necessity adequately demonstrated by the party
        requesting an extension or reduction of time. The arbitrator shall have
        the power to grant equitable relief where applicable under the Delaware
        law. The arbitrator shall issue a written opinion setting forth her or
        his decision and the reasons therefor within 30 days after the
        arbitration proceeding is concluded. Notwithstanding the foregoing,
        either party may seek and obtain an injunction or other appropriate
        relief from a court to preserve or protect the status quo with respect
        to any matter pending conclusion of the arbitration proceeding, but no
        such application to a court shall in any way be permitted to stay or
        otherwise impede the progress of the arbitration proceeding.

                                       34
<PAGE>

8.13    Attorneys' Fees and Costs.

        If either party files or institutes any arbitration or litigation
        against the other party under this Agreement, the prevailing party in
        any such arbitration or litigation will be entitled to recover from the
        non-prevailing party its attorneys' fees, witness fees, costs and
        expenses, court costs and other expenses, in each case to the extent
        reasonable, whether or not such arbitration or litigation is prosecuted
        to judgment or other relief. The "prevailing party" in any litigation or
        arbitration is the party that the arbitrator or court determines is the
        prevailing party, taking into consideration the merits of the claims
        asserted by the parties, the relative values of the judgments,
        settlements or other forms of relief awarded to the parties, and the
        relative equities between the parties.

8.14    Bulk Sales Laws.

        The parties waive compliance with the bulk transfer provisions 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 VII, that any of them may suffer in connection with
        Seller's noncompliance with the Bulk Sales Laws.

8.15    Interpretation.

        (a)     Article titles and headings to sections 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.

        [The remainder of this page has been left blank intentionally. Signature
        page follows.]

                                       35
<PAGE>



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

                                      CASH RESOURCES, INC.



                                      By: /s/ Samuel K. Jonas
                                          --------------------------------------
                                          Name:
                                          Title:



                                      ACCESS CASH INTERNATIONAL L.L.C.



                                      By: /s/ J.A. Blanchard
                                         ---------------------------------------
                                         Name:  J.A. Blanchard III
                                         Title:   Chairman and CEO




<PAGE>


                          List Identifying Contents of
                                Omitted Schedule


The following Exhibits and Schedules have been omitted from this Exhibit 2.4


Exhibit A         Form of Bill of Sale
Exhibit B         Form of Assignment and Assumption Agreement
Exhibit C         Form of Transition Services Agreement
Exhibit D         Form of Non-competition Agreement
Exhibit E         Form of EFT Processing Report

Schedule 1.01(b)      Additional Assigned Contracts
Schedule 1.01(d)      Assigned Intellectual Property Rights
Schedule 2.02         Purchase Price Allocation
Schedule 3.02(b)(i)   Closing date creditor Payoffs


The registrant will furnish supplementally a copy of any omitted Schedule or
Exhibit to the Securities and Exchange Commission upon the request of the
Commission.