EXHIBIT 10.31

                              SETTLEMENT TERM SHEET


The parties will stipulate to the entry of a modified order, subject to court
approval, for a modified preliminary injunction consistent with the following
terms and conditions, which the parties undertake to cooperatively prepare
forthwith. Capitalized terms used herein and not otherwise defined are given the
same meaning as used in the American Direct Credit Bankcard Program Agreement
(the "Agreement") between Fidelity Federal Bank, A Federal Savings Bank (the
"Bank") and American Direct Credit LLC ("ADC") dated March 5, 1997. The
Agreement, as modified by the modified preliminary injunction and by the
definitive amendment reflecting the terms hereof, will remain in effect. 

1.     Certain ADC Members will market the Fidelity/ADC credit card receivable
       portfolio and Accounts (the "Portfolio") through the end of March 1999.
       Representatives of ADC or American Direct Capital ("Capital") are not
       authorized to bind or obligate the Bank in any way. No agency,
       partnership, joint venture or other legal relationship exists or will be
       created hereby.

2.     ADC shall have the exclusive right to market and purchase, or cause a
       third party to purchase, the Portfolio from the date hereof through
       December 31, 1998. The Bank will cooperate in the efforts to sell the
       Portfolio as reasonably requested by ADC at ADC's expense and at no
       expense to the Bank, but the Bank will only be obligated to sell the
       Portfolio to ADC or its bona fide nominee that (i) pays a cash price
       equal to at least the gross balance of the receivables (before reserves
       and excluding receivable balances of Default Accounts) on the date of
       sale discounted by 11% and (ii) consummates such purchase on or before
       December 31, 1998. In addition to the cash price to be received by the
       Bank from the purchaser, the Bank shall also retain the balances in the
       />Reserve Account and the Settlement Account (i.e., the Bank shall
       receive such retention in addition to the purchase price paid by the
       purchaser). The Bank shall have unfettered discretion to reject any
       proposal to acquire the Portfolio for any price less than that specified
       in this paragraph.

3.     If the Portfolio is not sold by December 31, 1998, ADC shall have the
       right to market and purchase, or cause a third party to purchase, the
       Portfolio from January 1, 1999 through March 31, 1999. If the Bank
       receives a bona fide offer to acquire the Portfolio (the "Offer") between
       January 1, 1999 and March 31, 1999 that the Bank desires to accept, the
       Bank shall so notify ADC in a writing setting forth the terms of such
       Offer. ADC shall have right (the "Right of First Refusal") to acquire the
       Portfolio for a cash price equal to the purchase price set forth in the
       Offer, but such right must be exercised in good faith by ADC, and such
       purchase by ADC must be consummated, within ten business days of ADC's
       receipt from the Bank of the written notice of the Offer. If ADC shall
       fail to so exercise the Right of First Refusal and to so consummate such
       purchase, the Bank shall be free to sell the Portfolio pursuant to the
       Offer. Prior to the earlier of the date on which the Bank notifies ADC of
       an Offer or March 31, 1999, the Bank will cooperate in the efforts to
       sell the Portfolio as reasonably requested by ADC at ADC's expense and at
       no expense to the Bank, but the Bank will only be obligated to sell the
       Portfolio to ADC or its bona fide nominee that (i) pays a cash price
       equal to at least the gross balance of the receivables (before reserves
       and excluding receivable balances of Default Accounts) on the date of
       sale discounted by 11% and (ii) consummates such purchase on or before
       March 31, 1999. If the Portfolio is sold to ADC or its bona fide nominee
       under the terms of this paragraph, the Bank will pay ADC $300,000.


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4.     If ADC purchases or obtains a purchaser for the Portfolio, the Bank
       agrees, at ADC's expense, to (i) transfer the Bank's Mastercard bank
       identification number ("BIN") associated with the Portfolio to the
       purchaser or other person as requested by ADC, provided such transfer
       complies with all Mastercard regulations, (ii) take any action the Bank
       determines is reasonable to attempt to cause Card Management Corporation
       to agree to terminate its servicing of the Portfolio without payment by
       ADC of an early termination fee, (iii) permit the purchaser of the
       Portfolio to use the BIN until such time as a deconversion may be
       completed (at ADC's cost), and (iv) take such further actions, at ADC's
       expense, as ADC may reasonably request to effect the transfer of the
       Portfolio to the purchaser.

5.     In any sale of the Portfolio, the Bank's representations and warranties
       will be limited to its ownership of the receivables and its corporate
       authority to enter into such sales transaction. Specifically, the
       Portfolio will be sold without recourse and the Bank will not be required
       to make representations and warranties as to the credit quality of the
       Portfolio and will not undertake to repurchase any receivables sold. Upon
       consummation of such sale or as otherwise provided herein, the Dismissal
       (as defined below) shall be filed in the litigation and the Releases (as
       defined below) shall become effective.

6.     Originations by ADC for the months of November and December shall not
       exceed $10 million in November and $8 million in December. ADC shall
       immediately cease the origination of any Accounts in the State of Alabama
       other than Accounts marketed through Brainstorm U.S.A. Such originations
       through Brainstorm U.S.A. shall be limited to $50,000 per month. Each
       origination shall be subject to audit by the Bank or its designee (i.e.,
       a 100% audit of new Accounts), provided that the Bank shall continue to
       use its reasonable efforts to process and approve new Accounts. The Bank
       may have an independent auditor monitor the flow of funds into and out of
       ADC bank accounts. The Bank, at its sole cost and expense, may maintain
       representatives on site at ADC to insure the integrity of ADC's records,
       systems, documents and operations.

7.     For all new originations, the Bank shall withhold from sales advances all
       funds other than those to be remitted to dealers and shall deposit such
       withheld amounts into the Reserve Account and such funds shall become
       part of the Reserve Fund. Funds to be remitted to dealers will be
       transferred to ADC on a daily basis consistent with past practice and
       without offset of any kind.

8.     With respect to new account applications received by ADC from and after
       November 1, 1998, the Bank will not be required to advance funds for any
       accounts with a FICO credit score less than 585; and ADC shall not submit
       applications to the Bank with FICO credit scores less than 585.

9.     Computations of required Reserves and distributions to ADC or
       replenishment by ADC of the Reserve Account or Settlement Account,
       including existing unsatisfied demands by the Bank for the September 15th
       and October 15th settlements and all payments which otherwise would have
       been required under the Agreement on November 15th and December 15th,
       shall be suspended until December 31, 1998, provided, however, that the
       foregoing shall not prohibit the Bank from transferring funds between the
       Settlement Account and the Reserve Account pursuant to the terms of the
       Agreement. Any Accounts charged off after November 1, 1998 shall be
       retained by the Bank. The Bank shall continue to provide ADC with
       information concerning all Bank activity related to the Operating
       Account, Settlement Account and Reserve Account through December 31,
       1998, and shall provide ADC with CMC's monthly NOAH reports through March
       31, 1999.


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10.    The Bank will allow ADC to withdraw from the Settlement Account or the
       Reserve Account up to $800,000 in November 1998 and up to an additional
       $800,000 in December 1998 as reimbursement for actual expenses incurred
       to originate or service accounts, including without limitation, payroll,
       rent and other occupancy costs, and similar operating expenses, provided,
       however, that no payment will be made for expenses incurred payable to
       affiliated third parties other than reasonable salaries payable in the
       ordinary course of business to ADC members who were employees of ADC on
       September 30, 1998. Specifically excluded from reimbursement are legal
       expenses related to disputes between parties to the Agreement. Bank shall
       permit such withdrawals on the third business day following the day on
       which ADC provides the Bank with a reasonable description and appropriate
       supporting documentation of the expense to be paid with the withdrawn
       funds. Bank may monitor the use of such funds as set forth in paragraph
       6.

11.    If the Bank does not sell the Portfolio on or before December 31, 1998,
       the Bank shall retain ADC to provide collection services for the
       Portfolio for a servicing fee of $400,000 per month. Upon the earliest to
       occur of March 31, 1999, the date the Portfolio is sold or the date as of
       which the Bank determines, in its sole and unfettered discretion, that
       ADC's servicing performance does not meet performance standards to be set
       forth in a definitive document, the Bank's retention of ADC to provide
       such servicing shall terminate.

12.    ADC shall grant the Bank a first lien on and security interest in any
       interest ADC has in the Settlement Account and will create, document and
       perfect the same to the Bank's satisfaction. Upon the earlier of the
       termination of the Agreement or the sale of the Portfolio, the Bank
       agrees to terminate the security interest it has in the System pursuant
       to Section 9 of the Agreement and if requested by ADC, shall execute a
       UCC termination statement to that effect.

13.    Capital and ADC shall be responsible for damages and shall indemnify and
       hold harmless the Bank from and against any and all claims, damages and
       losses caused by ADC or its members or for which ADC is responsible under
       the Agreement and relating to (i) the efforts to market and sell the
       Portfolio, (ii) loans generated in violation of FICO minimums, (iii)
       fraudulent marketing of cards, (iv) any allegations of lender liability
       or successor liability, (v) any allegations of regulatory violations and
       (vi) any other wrongful conduct of ADC, Capital and/or their respective
       members. Bank may conduct reasonable on-going compliance audits to
       monitor ADC's performance.

14.    ADC shall immediately execute and deliver to the Bank a dismissal with
       prejudice of the pending litigation (the "Dismissal"). ADC and the Bank
       each shall execute and deliver mutual general releases (the "Releases").
       The form of Releases shall exclude from their effect ADC's and the Bank's
       obligations (except to the extent modified hereby) to indemnify each
       other pursuant to the Agreement (including, without limitation, ADC's
       existing and continuing obligation to indemnify the Bank from any and all
       claims flowing from the litigation now pending in the State of Alabama
       with respect to irregularities in credit card issuance and from any
       further such litigation that has been or may be instituted), which
       obligations shall survive any termination of the Agreement. The Dismissal
       and Releases shall become effective pursuant to paragraphs 5 and 15. The
       Releases shall be held, until effective, by counsel for the parties and
       the Dismissal shall be held by counsel for the Bank until filing is
       appropriate.


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15.    If the sale of the Portfolio is not consummated by December 31, 1998,
       then (i) the Bank will be entitled to acquire all of ADC's interest in
       the Portfolio including any interest ADC may have in the Reserve Account
       and the Settlement Account in exchange for a release by the Bank of ADC
       from all claims under the Agreement, (ii) the Agreement will terminate at
       11:59 p.m. (Los Angeles time) on such date (except that ADC's and the
       Bank's obligations to indemnify each other pursuant to the Agreement
       (including, without limitation, ADC's existing and continuing obligation
       to indemnify the Bank from any and all claims flowing from the litigation
       now pending in the State of Alabama with respect to irregularities in
       credit card issuance and from any further such litigation that has been
       or may be instituted) shall survive any termination of the Agreement),
       (iii) the Dismissal and the Releases shall become effective and the
       Dismissal shall be filed in the pending litigation, and (iv) the $300,000
       bond shall be forfeited to the Bank.

16.    The existing $300,000 bond will remain in effect. Upon the closing of a
       sale of the Portfolio to ADC or its nominee prior to December 31, 1998
       pursuant to the terms hereof, the $300,000 shall be returned to ADC.
       Otherwise, said bond and funds represented thereby shall be forfeited to
       the Bank. ADC will not be required to post a bond in the amount of $2
       million.

17.    In the absence of a breach of the Agreement, as modified hereby, a
       violation of the preliminary injunction, as modified, or further order of
       Court, the court-mandated arbitration shall be stayed until January 1,
       1999. Upon effectiveness of the Releases and entry of the Dismissal, the
       requirement for arbitration shall be terminated. ADC shall not contest
       the venue for arbitration under the Agreement, which shall be maintained
       in Los Angeles, California.

18.    For purposes of performance under the Agreement and this agreement prior
       to December 31, 1998, ADC shall waive any argument that prior course of
       conduct or dealing has in any way modified the Agreement.

19.    If ADC or the Bank materially breaches the provisions of the Agreement or
       the provisions hereof on or before December 31, 1998, then the
       non-breaching party may, at its option, exercisable only or before
       December 31, 1998, terminate the foregoing arrangements, whereupon the
       Releases and the Dismissal shall be void and of no effect, the original
       terms of the preliminary injunction shall be reinstituted, and ADC shall
       be required to post all bonds and make all payments to the Bank or the
       Reserve Account required by or consistent with such injunction as if the
       preliminary injunction had been continuously in effect.

20.    The Bank and ADC shall use their best efforts to complete all definitive
       documents necessary to implement this agreement by Tuesday, November 3,
       1998 and such definitive documents shall be effective on November 3,
       1998. In the interim, ADC and the Bank shall act as though this agreement
       were fully documented and in full force and effect.


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21.    This agreement is subject to OTS approval and/or non-objection and may be
       cancelled by the Bank for non- or unsatisfactory performance. When
       executed, a copy of this agreement may be delivered to the Court for
       purposes of facilitating the entry of the modified preliminary
       injunction.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
October 30, 1998.

                                    FIDELITY FEDERAL BANK, A FSB



                                    By:  /S/ MARK K. MASON       
                                       -----------------------------------------
                                         Mark K. Mason, Chief Executive Officer

                                    AMERICAN DIRECT CREDIT LLC



                                    By:  /S/ BRIAN MacINNIS
                                       -----------------------------------------
                                         Brian MacInnis, Manager


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