LOAN AGREEMENT

     THIS AGREEMENT made as of the 1st day of April, 1999 by and between
AMERICAN CARD TECHNOLOGY, INC., a Delaware corporation with its principal office
at 1355 Terrell Mill Road, Building 1462, Suite 200, Marietta, Georgia, 30067
(the "Company"), and LILLY BETER CAPITAL GROUP, LTD., a Delaware corporation,
having an office at 3925 Excelsior Boulevard, Suite 500, St. Louis Park,
Minnesota 55416 (hereinafter referred to as "Lender").


                      W I T N E S S E T H :


     WHEREAS, the Company desires to borrow up to Five Hundred Thousand and
00/100 Dollars ($500,000.00) (hereinafter referred to as the "Loans") from
Lender, and Lender is willing to make the Loans to the Company, on the terms and
conditions and in reliance on the representations and warranties of the Company
hereinafter set forth.

     NOW, THEREFORE, in consideration of the foregoing and in further considera-
tion of the mutual covenants herein contained, the parties hereto agree as
follows:

     1.   Representations and Warranties.  The Company represents and warrants
to Lender that:

          (a)  The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with all the requisite
corporate power and authority to own, operate and lease its properties and to
carry on its business as now being conducted and is duly qualified and in good
standing in every jurisdiction in which the property owned, leased or operated
by it or the nature of the business conducted by it makes such qualification
necessary;

          (b)  The execution and delivery of this Agreement and each and every
other agreement, instrument or document required to be executed and delivered to
Lender by the Company pursuant to the terms hereof, have been duly authorized,
are each valid, legal and binding upon it and enforceable in accordance with
their respective terms;

          (c)  The execution and delivery of this Agreement and each and every
other agreement, instrument or document required to be executed and delivered to
Lender by the Company pursuant to the terms hereof, the consummation of the
transactions herein contemplated, the fulfillment of or compliance with the
terms and provisions hereof and of each and every other instrument, agreement or
document required to be executed and delivered to Lender by the Company pursuant
to the terms hereof, are within its powers, are not in contravention of any pro-
visions of its certificate of incorporation or any amendments thereto, or
of its by-laws.

     2.   Amount and Terms of Loans.  Pursuant to the terms of this Agreement
Lender may, in the exercise of its sole discretion, make Loans to the Company
upon request of the Company, which on a cumulative basis do not exceed Five
Hundred Thousand and 00/100 Dollars ($500,000.00).  The Loans, and each of them,
shall be upon the following terms and conditions:

          (a)  The maximum aggregate principal amount of the Loans which Lender
may from time to time lend to the Company shall be in the amount of Five Hundred
Thousand and 00/100 Dollars ($500,000.00), and shall be evidenced by a promis-
sory grid note (the "Note") with appropriate insertions of names, dates and
amounts.  The Loans shall bear interest at a rate per annum equal to ten percent
(10%).  Interest shall be charged on the principal balance outstanding on the
basis of the actual number of days elapsed computed on the basis of a three
hundred sixty (360) day year.  Interest shall be due and payable, in arrears
on the Maturity Date (as hereinafter defined);

          (b)  In the event that the Company desires a loan hereunder, the
Company shall request the same by delivering to Lender a request for advance,
signed by the Chief Financial Officer of the Company, with appropriate
insertions of dates and amounts.  Such request may be conveyed to Holder by
facsimile transmission, in which case Lender shall be entitled to rely upon
such facsimile transmission.  The Company agrees to indemnify Lender if it
should have so relied in good faith to its detriment, for losses and expenses,
if any, arising from such reliance.

          (c)  The outstanding principal amount owed hereunder, together with
all accrued but unpaid interest thereon, shall be due and payable in full on
June 30, 2001 (the "Maturity Date"); and

          (d)  The Company shall have the right to prepay the outstanding prin-
cipal amount of this Note, in whole or in part, at any time.

     3.   Default Provisions.  Any one or more of the following shall constitute
an Event of Default under this Agreement and the Note:

          (a)  the institution of any bankruptcy proceedings against the Company
and a failure to have such proceedings dismissed within a period of sixty (60)
days;

          (b)  the institution of any voluntary bankruptcy proceedings by the
Company;

          (c)  the Company ceases to do business; or

          (d)  the Company dissolves or otherwise terminates its corporate
existence.

     4.   General Provisions.

          (a)  This Agreement shall survive until the Loans have been paid in
full;

          (b)  This Agreement is an integrated document and all terms and provi-
sions are embodied herein and shall not be varied by parol;

          (c)  It is the specific desire and intention of the parties that it
shall in all respects be construed under the laws of the State of Georgia;

          (d)  This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, provided,
however, that the Company shall not assign, voluntarily, by operation of law or
otherwise, any of its rights hereunder without the prior written consent of
Lender and any such attempted assignment without such consent shall be null and
void.


     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, as of the day and year first above written.


                                AMERICAN CARD TECHNOLOGY, INC.



                                By:    /S/ LAWRENCE O. PERL
                                       --------------------
                                       Lawrence O. Perl
                                       Its Chief Executive Officer



                                LILLY BETER CAPITAL GROUP, LTD.


                                By:    /S/ LILLY BETER
                                       --------------------
                                       Lilly Beter
                                       Its President