Exhibit 10.12

               Collateralized Nonrecourse Loan Agreement


         THIS COLLATERALIZED NONRECOURSE LOAN AGREEMENT is entered into by
Schimatic Cash Transactions Network.com, Inc.(the"Company")and _________________
(the "Borrower"), as of May 3,2001, in consideration of the mutual
understandings as described below.

         A Representations.

                  1        The Company desires to provide Borrower funds
                           sufficient to enable Borrower to exercise certain
                           common stock options granted by the Company to
                           Borrower.

                  2        The Borrower has signed the Letter of Option Exercise
                           in the form attached as Annex A and caused that
                           Letter of Option Exercise to be delivered to the
                           Company.

                  3        The Company is incorporated under the laws of the
                           state of Florida, maintains its principal place of
                           business at 740 East 3900 South, Suite 300, Salt Lake
                           City, Utah 84107, and is a corporation in good
                           standing as of the date of this agreement.

                  4        The Company is subject to reporting requirements
                           prescribed by the Securities and Exchange Commission
                           (the "SEC") pursuant to the Securities Act of 1933
                           and its common stock trades publicly. As such, the
                           Company may need to file with the SEC or otherwise
                           make public the existence of this agreement and its
                           terms and conditions.

                  5        The Company and Borrower represent that this
                           agreement is valid, binding, and enforceable on its
                           terms and that all necessary approvals for entering
                           into this agreement have been obtained.


         B        Agreements.

                  1        Through signing the Letter of Option Exercise,
                           Borrower has exercised options for __________ shares
                           of the Company's common stock (the "Option Shares"),
                           with an exercise price of $.128 per share, for a
                           total exercise price of $_______.

                  2        The Company has agreed to lend to Borrower $______,
                           representing the aggregate exercise price for the
                           Option Shares, on the terms and conditions further
                           described below (the "Loan").

                  3        The Loan shall bear no interest and shall be
                           repayable as hereinafter provided, but in any event
                           on before December 31, 2004.

                  4        Collateral for Loan:

                           a        On or before May 23, 2001, the Company will
                                    instruct the transfer agent for its common
                                    stock to issue the Option Shares. Such
                                    shares will be deposited with and held by
                                    the Company as collateral for repayment of
                                    principal or interest pursuant to this
                                    agreement. Borrower will sign and deposit
                                    with the Company, contemporaneously with the
                                    execution of this agreement, a stock power
                                    in the form of Annex B authorizing the
                                    Company to register transfer of the Option
                                    Shares strictly for the purposes of this
                                    agreement. From time to time as necessary to
                                    effect sales of the Option Shares, Borrower
                                    shall execute and deliver additional stock
                                    powers.

                           b        From time to time until the Loan is repaid,
                                    Borrower may request that all or a portion
                                    of the Option Shares be sold at public or

<PAGE>

                                    private sale, as Borrower may designate. In
                                    order to effectuate such sale(s), the
                                    Company shall deliver the Option Shares to
                                    such securities broker-dealer as Borrower
                                    may designate against (i) payment of the
                                    exercise price therefor to the Company as
                                    provided in subparagraph B (6)(c) below, or
                                    (ii) the irrevocable agreement of the
                                    recipient to sell such Option Shares and
                                    deliver the proceeds therefrom, net only of
                                    usual and customary commissions or mark
                                    downs, to the Company and the Borrower in
                                    accordance with subparagraph (c) below to be
                                    applied against the Loan.

                           c        At such time as the full amount of this Loan
                                    is repaid, the Company will forthwith
                                    deliver the balance of the Option Shares to
                                    Borrower along with the stock power.

                           d        In the event that the Option Shares or any
                                    portion of them remain unsold at the due
                                    date of this Loan, the Company, as secured
                                    party may execute on such shares in
                                    accordance with the Uniform Commercial Code
                                    and apply the proceeds from such sale first
                                    to the payment of expenses, then to the
                                    payment of principal and interest due on the
                                    Loan, and then to the payment of the balance
                                    to Borrower, all in accordance with the
                                    provisions of the Uniform Commercial Code.
                                    The Company may then sell the Option Shares
                                    or return them to its treasury for
                                    cancellation at its election.

                  5        Voting of Option Shares, Stock Dividends or Stock
                           Conversions:

                           a        During the period when the Options Shares
                                    are held by the Company, the Company shall
                                    have full proxy and power to vote the shares
                                    in any vote of stockholders.

                           b        In the event that there are any stock
                                    dividends, such dividends will be forwarded
                                    to the Company as additional collateral.

                           c        In the event of any cash dividends, such
                                    dividends will be used to repay the
                                    principal amount of the Loan.

                           d        In the event of reorganization of the
                                    Company involving the exchange or conversion
                                    of the Company's common stock, the Company
                                    will perform the exchanges or conversions
                                    with respect to any Option Shares that are
                                    held as collateral. Any replacement stock or
                                    other securities or instruments will
                                    continue to be held in the name of Borrower
                                    and be subject to the stock power delivered
                                    at the signing of this agreement and to the
                                    terms of this agreement, including but not
                                    limited to sale, use of proceeds, and
                                    release of collateral.

                  6        Repayment of the Loan:

                           a        The Company and the Borrower agree that the
                                    Loan will be repaid solely from proceeds of
                                    the sale of the Option Shares.

                           b        The Company will cooperate with Borrower to
                                    the full extent necessary to permit the
                                    Borrower to sell the Option Shares,
                                    including depositing the shares with a
                                    licensed broker-dealer for settlement of an
                                    arranged sale. The Company will cause the
                                    proceeds of any sale to be applied as set
                                    forth in subparagraph B (6)(c) below.

                           c        At such time as Borrower arranges for the
                                    sale of all or any portion of the Option
                                    Shares, proceeds from such sale will be
                                    first used to repay the principal amount of
                                    this Loan in an amount equal to the option
                                    exercise price per share as set forth in
                                    paragraph B (1), with the balance payable to
                                    Borrower.

                                       2
<PAGE>

                  7        The Company and the Borrower agree that there shall
                           be no recourse to Borrower or the assets of Borrower
                           for repayment of the Loan, and the Loan is to be
                           repaid solely from proceeds from the sale of the
                           Option Shares.

                  8        The Option Shares are not registered under the
                           Securities Act of 1933 but are being issued in
                           reliance on an exemption from registration under such
                           statute. Borrower acknowledges that, unless such
                           Option Shares are being issued in reliance on Rule
                           701 promulgated under the Securities Act of 1933, as
                           advised by the Company at the time of exercise, the
                           Option Shares constitute restricted securities within
                           the meaning of that term under Rule 144, the Option
                           Shares must be taken for investment and not with a
                           view toward their distribution, and the certificates
                           representing the Option Shares shall bear a
                           restrictive legend.

                  9        The Company has provided to Borrower and Borrower
                           acknowledges receipt of copies of all reports filed
                           with the SEC or circulated generally to its
                           stockholders, in addition to:

                           a        a draft of amendment no. three to its Form
                                    10-SB, dated March 2001, not yet filed with
                                    the SEC; and

                           b        a copy of Borrower's business plan summary
                                    dated April 1, 2001.

         The Company will provide to Borrower all future reports filed with the
         SEC or generally distributed to its stockholders on a timely basis.

         C        Signatures.

         The parties hereto by their signatures below indicate their acceptance
of and agreement to the terms of this agreement.

         Borrower                                     The Company


         By __________________________________        By _______________________
                                                           Jim Williams
                                                           President and CEO

                                       3
<PAGE>

                                                                         Annex A


                            Letter of Option Exercise
                  Schimatic Cash Transactions Network.com, Inc.


Subject: Notice of Election To Exercise Stock Options

I am hereby notifying you of my intention to exercise the following stock
options pursuant to the letter of grant by the Board of Directors of Schimatic
Cash Transactions Network.com, Inc. dated May 3, 2001.

         Date of Grant        Number of Shares      Exercise Price per Share
      -------------------- ----------------------- --------------------------
                                                             $0.128
      -------------------- ----------------------- --------------------------

The aggregate value of the exercise price of the above options is $__________
and is to be paid from the proceeds of the Collateralized Nonrecourse Loan
Agreement I have entered into as of this date.

Upon issuance of the shares from exercise of the above described options (the
"Option Shares"), the Option Shares should be mailed directly to the Company to
be held as collateral for the Loan agreement.

Please provide all correspondence and materials received pursuant to the
Collateralized Nonrecourse Loan Agreement or related to the Option Shares to me
at the following address:



                                                 Signed,



                                                 ______________________________
                                                 [name]
                                                 Optionee


<PAGE>

                                                                         Annex B

                             Stock Power of Attorney

         The undersigned hereby designates and appoints Schimatic Cash
Transactions Network.com, Inc. as his/her attomey-in-fact (i) for the purpose of
voting all shares of common stock held pursuant to the Collateralized
Nonrecourse Loan Agreement dated May 3,2001 and (ii) authorizing the Company to
register transfer of such shares of common stock for the purposes of the
Collateralized Nonrecourse Loan Agreement dated May 3, 2001.



                                             ________________________________
                                                    [name]
                                                   Optionee

<PAGE>

                            Schedule to Exhibit 10.12

Options have been repriced and exercised under the foregoing as
follows:

  Name of Optionee         Date Granted     Number of Shares     Exercise Price
  ----------------         ------------     ----------------     --------------
James A. Williams           May 1, 2001         2,500,000             .128
Joe G. Coykendall           May 1, 2001         1,000,000             .128
Peter J. Bennee             May 1, 2001           600,000             .128
Paul E. Christensen         May 1, 2001           100,000             .128
Richard T. Hauge            May 1, 2001         1,100,000             .128
John D. Hipsley             May 1, 2001           600,000             .128
Philip J. Voelker           May 1, 2001           700,000             .128
Donna M. Kreutz             May 1, 2001           200,000             .128
Sandi Lueck                 May 1, 2001            35,000             .128
Matt Magnum                 May 1, 2001            24,000             .128
Jim McKenna                 May 1, 2001            35,000             .128
Debra Feraco                May 1, 2001            60,000             .128
Janette Goins               May 1, 2001            96,000             .128
                            May 1, 2001             8,333             .128
Elaine Bevon                May 1, 2001            60,000             .128
Rhoda Debes                 May 1, 2001            60,000             .128
Rex Griffiths               May 1, 2001           100,000             .128