DISTRIBUTOR ATM PROCESSING AGREEMENT

      THIS  AGREEMENT  is made and  entered  into as of the date set forth below
(the "Effective  Date"),  by and between GENPASS  TECHNOLOGIES,  LLC, a Delaware
limited liability company  ("Genpass"),  and NATIONWIDE MONEY SERVICES, A Global
Axcess Company, a Nevada incorporated company ("Customer").

      WHEREAS,  Customer  wishes to: (i)  Implement  all  Customer  terminal and
terminal processing for all ATM terminals on to the Genpass platform; and

      (ii) engage Genpass to be the exclusive provider (with certain exceptions)
of certain  electronic  funds  transfer  services to Customer for the  locations
listed in Exhibit H attached hereto, and Genpass agrees to provide such services
as more fully described herein;

      WHEREAS,  Genpass has agreed to *** in connection with *** as set forth in
Exhibit E attached hereto; and

      WHEREAS,   Genpass  has  agreed  to  provide  ***   connection   with  ATM
implementation, as set forth in Exhibit D attached hereto.

      NOW  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, Genpass and Customer agree as follows:

                               I. DEINITIONS

      For  purposes of this  Agreement,  certain  terms used herein with initial
letters  capitalized  shall  have the  meanings  set forth in Exhibit A attached
hereto.

               II. SERVICES PROVIDED BY GENPASS; USE OF THE SYSTEM

      2.1 Services Provided by Genpass.  Genpass shall provide Customer with the
data  processing  and other related  services  described and listed in Exhibit B
attached hereto (the "Services"). Genpass agrees to process transactions for all
ATMs on Exhibit H, including any attached  Schedules,  provided such ATMs are in
compliance  with all  Network  rules,  regulations  and other  requirements  and
Network  approved  suspension of  obligations.  Customer agrees to indemnify and
hold Genpass harmless from and against any damages,  losses,  costs and expenses
incurred by Genpass as a result of its  agreement  to accept  such  transactions
from those ATM's operating under the approved suspension of obligations.

      2.2  Availability  of System.  The  System  will be  available  for use by
Customer  twenty-four  (24) hours a day,  seven (7) days per week,  except  when
maintenance  is  necessary or when events  beyond the control of Genpass  occur,
including a force  majeure  event as  described  in Section  9.1.  Genpass  will
provide  Customer with advanced  notice of scheduled  maintenance.  Genpass will
report all instances of System interruption to Customer within four (4) hours of
occurrence. To the extent Customer installs the electronic monitoring process of
Genpass  and an ATM is capable of  providing  status  messages,  individual  ATM
outages will be reported to Customer, or Customer's  designated  representative,
pursuant  to the  standard  reporting  structure  of the  electronic  monitoring
process.

     2.3 Training.  Genpass shall train  Customer's  personnel in the use of the
System and Customer's personnel will be available for training in the use of the
System by Genpass at reasonable times and places mutually agreed upon by Genpass
and Customer.


                                       1
<PAGE>

      2.4 Reports.  Genpass agrees to provide  Customer with daily [and monthly]
reports of services provided at Customer's Terminals.

      2.5 Operating Instructions. Genpass may from time to time provide Customer
with  Operating  Instructions  governing the  operation of the System.  Customer
agrees to comply with all such Operating  Instructions  as may be in effect from
time to time, including but not limited to, the instructions  attached hereto as
Exhibit  C.  In the  event  any  nonconformity  exists  between  such  Operating
Instructions and the operating rules of any Network,  the terms of the Operating
Instructions  shall control.  Genpass agrees to reimburse Customer for any costs
and expenses  (collectively,  "Costs")  incurred by Customer which result from a
conflict between the Operating Instructions and any Network rules, when Customer
complies with the Operating Instructions.

      2.6 Security Procedures.  In addition to any security procedures from time
to time  set  forth  in the  Operating  Instructions,  Customer  shall  exercise
prudence  and  institute   appropriate   security  procedures  in  assigning  or
distributing  passwords  or  other  codes  that  allow  access  to the  Terminal
Management System.

                     III. EXCLUSIVITY AND SCOPE OF AGREEMENT

      3.1  Exclusivity.  Customer  agrees to use Genpass or its designees as the
exclusive  provider  of the  Services  during  the  Term  for its  existing  ATM
locations,  and for any  additional  ATM  locations  it adds  during  the  Term.
Provided, however, if Customer acquires any ATM's from a third party for which a
processing  agreement is in place with a processor other than Genpass,  Customer
agrees  to give  Genpass  an  opportunity  to make an  offer  to take  over  the
processing services  therefore.  Customer may accept or reject any such offer in
its sole and absolute  discretion,  unless Genpass offers to pay all termination
and  deconversion  fees to the Customer in full. In the event Genpass does offer
to pay termination and deconversion  fees in full and is in compliance with this
Agreement,  Customer  must  accept the offer of  Genpass  and such ATMs shall be
governed  by the terms of this  Agreement.  If Customer  maintains a  processing
agreement for acquired ATMs with third party,  Customer  agrees those  terminals
will be  converted  to Genpass  upon  expiration  of the term of the third party
processing agreement. Customer is responsible to provide a termination notice to
facilitate  conversion to Genpass System at the end of the initial term. For the
purposes of this Article  III,  "Customer"  shall  include  distributors,  sales
representatives and employees of Customer and any affiliate thereof.

      3.2 Scope of Agreement.  This Agreement  sets forth the respective  rights
and  obligations  of Customer  and  Genpass  with  respect to Genpass  providing
electronic funds transfer  services to (i) Customer (and its affiliates) for all
ATMs owned, leased or in the possession or control of and placed by Customer for
Customer's  own benefit;  and (ii) with respect to ATMs acquired by Customer for
resale to third parties,  whether directly or by a distributor  during the Term,
in each case, except as set forth in Section 3.1 hereof.

                        IV. INTERCHANGE CLEARING ACCOUNTS

      In order to facilitate  the  settlement of monetary  transactions  and the
payment  of all fees  incurred  hereunder,  Customer  agrees  to  establish  and
maintain a Clearing Account with a financial institution  acceptable to Genpass.
Customer  agrees to  maintain  at all times in such  Clearing  Account an amount
sufficient to pay all fees incurred hereunder, including the fees established in
Exhibit B attached  hereto.  Customer  agrees to promptly  notify the  financial
institution of any errors or differences in settlement of accounts.


                                       2
<PAGE>

                                     V. FEES

      5.1 Processing Fees. Customer shall pay Genpass for any and all processing
services  provided under this Agreement in accordance  with the Services and Fee
Schedule  attached  hereto as Exhibit B. Any amounts  remaining  unpaid for more
than thirty  (30) days after such  amounts  came due shall bear  interest at the
rate of 1.5% per month (but in no event to exceed the highest  applicable lawful
rate of  interest).  An invoice will be provided on or about the fifth  business
day of each month for the previous month's  activity.  A corresponding ACH debit
will be processed on or about the 10th  business day to an account  specified by
customer.  All fees  reflected  on the invoice  presented  to Customer  shall be
deemed accurate and final unless  Customer  delivers a written notice to Genpass
disputing any such amounts within ninety (90) days after  Customer's  receipt of
such invoice from  Genpass.  Genpass shall  provide  Customer  with  provisional
credit  for that  portion of a  previous  invoice  which  Customer  disputes  as
inaccurate in good faith ("Disputed Amounts"), provided that: (a) Customer shall
timely pay the  invoice;  (b)  Customer  shall  provide  Genpass  with a written
statement that reasonably sets forth Customer's  position regarding the Disputed
Amounts  within the ninety (90) days after  Customer's  receipt of such invoice;
and (c) Customer shall  cooperate  fully with Genpass's  investigation  into the
Disputed  Amounts.  If Genpass and Customer  determine in their  respective good
faith  business  judgment  that the Disputed  Amounts  were billed  erroneously,
Genpass shall correct the error in a subsequent invoice. If Genpass and Customer
determine in their  respective good faith business  judgment,  that the Disputed
Amounts were  correctly  billed after those  Disputed  Amounts were  credited to
Customer,  Customer  shall pay such Disputed  Amounts to Genpass within ten (10)
business  days of the  determination.  If Customer  disagrees  with such Genpass
determination,  Customer  shall notify  Genpass within ten (10) business days of
its intention to submit such matter to litigation.

      5.2 Taxes.  All charges  hereunder are  exclusive of  applicable  federal,
state or local taxes, and Customer shall pay, or reimburse Genpass for, any such
taxes that may be levied upon the services rendered under this Agreement,  other
than taxes levied on or based upon Genpass' ownership of property or net income.

      5.3 Fee  Changes.  Genpass  may not  increase  the fees  listed in the fee
schedules  contained  in  Exhibit B  attached  hereto for one (1) year after the
Effective  Date.  After the  expiration  of such year,  Genpass  may within each
subsequent  one (1) year  period  increase  the fees  (other  than the  Terminal
Processing  Fees) set forth in Exhibit B after  having  given  thirty  (30) days
prior notice of such increase to Customer.  Provided, that such increase may not
exceed the increase in the Consumer Price Index for all Urban  Consumers for the
US City Average for all Items  1982-1984  Equal 100 Base as reported by the U.S.
Department of Labor's Bureau of Labor Statistics.  The Terminal  Processing Fees
shall be fixed as set forth in Exhibit B throughout the initial seven year term.

      5.4 Third Party Fees.  Customer shall pay Genpass for all third-party fees
and charges applicable to the services provided to Customer as designated on the
periodic invoice provided to Customer. Genpass reserves the right to immediately
reflect any  increases  or  decreases in the amounts of such fees and charges in
the  amounts to be paid by  Customer  hereunder,  provided  that  Genpass  first
delivers to Customer  evidence of such  third-party fee increase.  Customer will
pay for all such  fees on a daily  basis,  or on such  other  periodic  basis as
Genpass  may choose by  electronic  fund  transfer  to Genpass  from  Customer's
Clearing  Account,  such electronic  fund transfers  being hereby  authorized by
Customer.  Genpass will provide Customer as much advance notice of such increase
prior to increase  being  assessed  to  Customer  as is possible  and based upon
notice from the third party.

      5.5 Surcharge  Revenue.  Genpass shall pay Customer the Surcharge  revenue
due to Customer daily, via ACH.  Customer may designate that some or all of such
Surcharge revenue shall be directed to a customer of Customer.

      5.6 Interchange Revenue.  Genpass shall settle all daily networks and STAR
on the ***  business  day of each month;  settle PLUS on the *** business day of
each month and settle NYCE on the *** business day of each month.


                                       3
<PAGE>

      5.7  Pre-Implementation  Fee  Reimbursement.  Genpass agrees to deliver to
Customer  contemporaneously  herewith a *** payment,  in  immediately  available
funds equal to $***. Such payment is intended to reimburse Customer for expenses
incurred by  Customer,  prior to the date hereof as  described in more detail in
Exhibit E.

      5.8 Implementation Fees. Genpass agrees to pay to Customer the amounts set
forth in Exhibit D pursuant to the schedule set forth therein. Such payments are
intended to reimburse the additional  costs of ATM  implementation  that will be
incurred by Customer after the date hereof.

            VI. TRADE SECRETS; CONFIDENTIAL INFORMATION; SERVICE MARKS

      6.1 Trade Secrets.  The System consists of computer programs,  procedures,
forms,  reports and other related materials that have been acquired or developed
by Genpass through the expenditure of a great amount of time,  effort and money.
Customer  acknowledges  that the  foregoing are trade secrets which are of great
value to Genpass,  and disclosure to others of any of the programs,  procedures,
forms and other related materials with respect to the System will result in loss
and irreparable damage to Genpass.  Customer therefore agrees not to disclose to
others any  information  regarding the System,  except as required in the proper
performance of this Agreement.  All  specifications,  tapes,  programs and other
related  materials  developed in  connection  with this  Agreement  shall be the
property of Genpass and shall be returned  to Genpass  upon the  termination  of
this  Agreement.   Genpass  acknowledges  that  certain  information   regarding
Customer's business,  including information regarding its systems, processes and
potential  acquisition targets, is the confidential and trade secret information
of Customer.  Genpass  acknowledges  that disclosure of such  information  could
violate securities  regulations and agrees that any such disclosure to others of
any such  information  will result in loss and  irreparable  damage to Customer.
Genpass therefore agrees not to disclose to others any such information,  except
as required in the proper  performance  of this  Agreement  and then only in the
event that Genpass has secured the written agreement of the recipient thereof to
maintain the strict confidentiality of such information.

      6.2 Confidential  Information.  The Parties acknowledge that each may have
access to, or be provided with,  information or documentation,  which each Party
regards as confidential or proprietary. The receiving parties are referred to as
`Recipient'  and the party  providing the information is referred to as `Owner'.
Such information or documentation shall be dealt with as set forth below.

      (a) Definition of  Confidential  Information.  "Confidential  Information"
      includes both information of a commercial  nature and information  related
      to  customers  of the ATMs.  Confidential  Information  includes,  without
      limitation, the following whether now in existence of hereafter created:

            (1) any information of or about the Owner's  customers of any nature
      whatsoever,  and specifically including without limitation,  the fact that
      someone is a customer or prospective  customer of the Owner,  all lists of
      customers, former customers,  applicants and prospective customers and all
      personal or financial  information  relating to and  identified  with such
      persons ("Customer Information");

            (2) all information marked as "confidential" or similarly marked, or
      information  that the  Recipient  should,  in the  exercise of  reasonable
      business judgment, recognize as confidential;

            (3) all business,  financial or technical  information  of the Owner
      and any of the  Owner's  vendors  (including,  but not  limited to account
      numbers, and software licensed from third parties or owned by the Owner or
      its affiliates);

            (4) the Owner's  marketing  philosophy and  objectives,  promotions,
      markets,  materials,  financial  results,  technological  developments and
      other similar proprietary information and materials;


                                       4
<PAGE>

            (5) all  information  protected  by rights  embodied in  copyrights,
      whether  registered or  unregistered  (including  all  derivative  works),
      patents or pending patent applications, "know how," trade secrets, and any
      other intellectual property rights of the Owner or Owner's licensors;

            (6)  information  with  respect to  employees  of the Owner which is
      non-public,  confidential,  business  related,  or  proprietary in nature,
      including,   without  limitation,   names  of  employees,  the  employees'
      positions  within the Owner  company,  the fact that they are employees of
      the  Owner,   contact   information  for  employees,   personal   employee
      identification   numbers,  and  any  other  information  released  to  you
      regarding employees in the past and in the future; and

            (7) all notes, memoranda, analyses, compilations,  studies and other
      documents,  whether prepared by the Owner, the Recipient or others,  which
      contain or otherwise reflect Confidential Information.

(b)   Essential Obligation

      (1) Confidential Information must be held in confidence and disclosed only
to those  employees  or agents whose duties  reasonably  require  access to such
information.  Recipient must protect the Owner's Confidential  Information using
at least the same degree of care, but no less than a reasonable  degree of care,
to prevent the unauthorized use,  disclosure or duplication  (except as required
for backup  systems)  of such  Confidential  Information  as  Recipient  uses to
protect its own confidential information of a similar nature.

      (2) Because Genpass is part of a federally-regulated financial institution
that must comply with the safeguards for Customer  Information  contained in the
Gramm-Leach-Bliley  Act ("GLBA") and regulations  promulgated  pursuant to GLBA,
Customer must each establish appropriate measures designed to safeguard Customer
Information.  Specifically,  Customer must  establish and maintain data security
policies and procedures designed to ensure the following:

            - security and confidentiality of Customer Information; - protection
against  anticipated threats or hazards to the security or integrity of Customer
Information;
            -  protection  against  the  unauthorized  access or use of Customer
Information.

      (3)  Customer  must permit  Genpass to monitor and audit their  compliance
with this Section  during  regular  business  hours upon not less than 48 hours'
notice to the  Customer  and to provide  to Genpass  copies of audits and system
test results acquired by Customer in relation to the data security  policies and
procedures designed to meet the requirements set forth above.

(c) Compelled  Disclosure.  If Recipient is required by a court or  governmental
agency  having proper  jurisdiction  to disclose any  Confidential  Information,
Recipient  must  promptly  provide to the Owner notice of such request to enable
the Owner to seek an appropriate  protective  order.  In addition,  either Party
shall not be in breach of the  provisions  of  Article  VI in the event  that it
makes any  disclosure  that it  reasonably  believes is required to be disclosed
pursuant to requirements of any securities laws, rules or regulations.

(d)  Limited  Use of  Confidential  Information  and  Survival  of  Obligations.
Recipient may use the Confidential Information only as necessary for Recipient's
performance  hereunder  or  pursuant to rights  granted  herein and for no other
purpose.  Recipient's limited right to use the Confidential  Information expires
upon  expiration or termination  of this  Agreement for any reason.  Recipient's
obligations  of  confidentiality  and  non-disclosure   survive  termination  or
expiration for any reason of this Agreement.

(e) Disposition of Confidential Information. Recipient must develop and maintain
appropriate  security  measures  for the  proper  disposal  and  destruction  of
Confidential  Information.  Upon Expiration of Recipient's  limited right to use
the  Confidential  Information,  Recipient must return all physical  embodiments
thereof  to Owner  or,  with  Owner's  permission,  Recipient  may  destroy  the
Confidential Information. Recipient shall provide written certification to Owner
that Recipient has returned, or destroyed,  all such Confidential Information in
Recipient's possession.  Notwithstanding the foregoing, Recipient may retain one
archival  copy  of  Confidential  Information,  which  may  be  used  solely  to
demonstrate compliance with the provisions of this Section.


                                       5
<PAGE>

(f) Disclosure to Third Parties.  If disclosure of  Confidential  Information to
third parties is required or allowed under this Agreement, Recipient must ensure
that  such  third  parties  have  express  obligations  of  confidentiality  and
non-disclosure  substantially  similar  to  Recipient's  obligations  hereunder.
Liability for damages because of disclosure of  Confidential  Information by any
such third parties must be borne by Recipient.

(g)  Exclusions.  Except for  Customer(s)  information,  the term  "Confidential
Information"  excludes  any  portion  of such  information  that  Recipient  can
establish by clear and convincing evidence to have:


      (1)   been publicly known without breach of this Agreement;

      (2)   been known by Recipient  without any obligation of  confidentiality,
            prior to disclosure of such Confidential Information; or

      (3)   been  received  in good  faith  from a  third-party  source  that to
            Recipient's   reasonable   knowledge   rightfully   disclosed   such
            information; or

      (4)   been developed  independently by Recipient  without reference to the
            Owner's Confidential Information.

(h) Remedies.  If Recipient or any of its representatives or agents breaches the
covenants  set forth in this  Article VI,  irreparable  injury may result to the
Owner  or  third  parties  entrusting  Confidential  Information  to the  Owner.
Therefore,  the Owner's remedies at law may be inadequate and the Owner shall be
entitled  to  seek  an   injunction   to   restrain   any   continuing   breach.
Notwithstanding any limitation on Recipient's liability, the Owner shall further
be entitled any other rights and remedies that it may have at law or in equity.

(i)  Intrusions/Disclosures.  If there is any  actual  or  suspected  theft  of,
accidental  disclosure of, loss of, or inability to account for any Confidential
Information by a Party or any of its subcontractors  (collectively "Disclosure")
or any  unauthorized  intrusions  into a Party's  or any of its  subcontractor's
facilities  or  secure  systems,   (collectively  "Intrusion")  the  Party  must
immediately,  and in any event  within  twenty-four  hours i)  notify  the other
Party, ii) estimate the  Disclosure's or Intrusion's  effect on the other Party,
iii)  specify  the  corrective  action  to be  taken,  and iv)  investigate  and
determine if an Intrusion or Disclosure has occurred. If, based upon the Party's
investigation,  the Party determines that there has been an actual Disclosure or
Intrusion,  the Party must  promptly  notify the other Party,  and must promptly
investigate  the scope of the  Disclosure or  Intrusion,  and must promptly take
corrective action to prevent further Disclosure or Intrusion. The Party must, as
soon as is reasonably  practicable,  make a report to the other Party  including
details of the Disclosure (including the nature of the information disclosed) or
Intrusion  and the  corrective  action  the Party has taken to  prevent  further
Disclosure or Intrusion.  The Party must, in the case of a Disclosure  cooperate
fully with the other  Party to notify the other  Party's  customer(s)  as to the
fact of and the  circumstances  of the Disclosure of the  customer's  particular
information.  Additionally,  the Party must cooperate  fully with all government
regulatory  agencies  or  law  enforcement   agencies  having  jurisdiction  and
authority  for  investigating  a Disclosure  or any known or suspected  criminal
activity.

      6.3 No License  Intended.  Nothing  contained in this  Agreement  shall be
deemed to give any rights by way of license or  otherwise to either Party to the
confidential or proprietary information or trade secrets of the other Party.


                                       6
<PAGE>

      6.4  Return of  Materials.  Upon  termination  of this  Agreement  for any
reason,  each Party agrees to return to the other Party all trade secrets of the
other Party,  including,  but not limited to, Operating  Instructions,  computer
programs, technical manuals, specifications,  tapes and other related materials,
and all other Confidential  Information supplied or made available to such Party
by the other.

      6.5  Survival.  The  Parties  hereby  agree  that  if  this  Agreement  is
terminated for any reason,  the provisions of this Article VI shall survive such
termination  and shall continue in full force and effect as if such  termination
had not occurred.

      6.6  Injunction.  The breach or threatened  breach of this Article VI by a
Party  will  result  in  irreparable  harm  to  the  Party  whose   Confidential
Information or trade secrets are involved, which harm will not be compensable by
money  damages,  and the breaching  Party agrees that the injured Party shall be
entitled to injunctive  relief,  except that nothing  contained  herein shall be
deemed to waive any other rights  which the injured  Party may have at law or in
equity.

      6.7 Media  Releases.  Neither  party shall use any trade name,  trademark,
service mark, or any other  information  which identifies the other party in any
sales, marketing, or publicity activities,  including without limitation,  press
releases, interviews with representatives of any written publication, television
station or  network,  or radio  station or network,  without  the prior  written
consent of the other party.

                           VII. DUE CARE AND LIABILITY

      7.1 Ordinary Care.

     (a) Genpass will use ordinary care in providing the Services  hereunder and
will  satisfy the  service  level  requirements  set forth in Exhibit F attached
hereto.  Genpass will, at Genpass'  expense,  correct any errors that are due to
Genpass'  personnel or Genpass'  program.  The expense of correcting such errors
incurred by  Genpass,  and any credits set forth in Exhibit F, shall be the only
responsibility of Genpass  occasioned by its performance or  non-performance  of
its  obligations  under  this  Agreement,  and  Customer  agrees to  accept  the
corrections of errors by Genpass as its sole and exclusive remedy.  Customer may
not  assert  any  claim  against  Genpass  after one (1) year from the date that
Customer  has or should have had  knowledge  of the facts  giving rise to such a
loss.  GENPASS DISCLAIMS ALL WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
PURPOSE.

     (b) EXCEPT AS  EXPRESSLY  PROVIDED  IN SECTION  7.1(a),  IN NO EVENT  SHALL
GENPASS  BE  LIABLE  FOR  INDIRECT,  CONSEQUENTIAL,  INCIDENTAL,  ADDITIONAL  OR
PUNITIVE DAMAGES OF CUSTOMER OR ANY OTHER PERSON OR ANY OTHER SIMILAR  LIABILITY
ARISING OUT OF ANY PERFORMANCE OR NONPERFORMANCE  UNDER, OR OTHERWISE ARISING IN
CONNECTION  WITH,  THIS  AGREEMENT.   IN  ADDITION,   EXCEPT  FOR  A  BREACH  OF
CONFIDENTIALITY  AS REQUIRED BY SECTION 6.2 OR INTENTIONAL ACTS OF WRONGDOING BY
GENPASS EMPLOYEES,  THE TOTAL LIABILITY OF GENPASS SHALL NOT EXCEED TWELVE TIMES
THE AVERAGE OF THE MONTHLY  PROCESSING  FEES,  DETERMINED  BY DIVIDING THE THREE
HIGHEST MONTH'S WORTH OF FEES WITHIN THE PAST 12 MONTHS BY THREE.

      7.2 Third  Parties.  Genpass  shall have no liability to third parties for
any damages  incurred by such third parties  arising out of the  performance  or
nonperformance  of services  under this  Agreement,  and Customer  agrees to and
hereby does indemnify and hold Genpass harmless against any and all liability or
expenses related thereto, except for any such liability that is proven to be the
responsibility of Genpass pursuant to any provision of this Agreement.


                                       7
<PAGE>

      7.3 Fidelity  and Computer  Crime  Insurance.  Genpass  agrees to maintain
during  the  term  of this  Agreement  Fidelity  and  Computer  Crime  Insurance
including third party coverage to include fraudulent or dishonest acts committed
by the employees of Genpass,  acting alone or in collusion with others,  whether
malicious or not or whether a financial  benefit or not.  Coverage shall include
acts of extortion,  electronic transmission,  computer virus, media destruction,
and malicious code in an amount of not less than ***.

      7.4 Legal  Compliance.  Customer  understands  and agrees that it shall be
responsible for its own compliance with all federal,  state,  and local laws and
regulations  applicable to its  participation  in the System and shall indemnify
and hold Genpass  harmless  against any and all  liability  or expenses  related
thereto. Genpass agrees that it shall be responsible for its own compliance with
all federal, state, and local laws and regulations applicable to its performance
under this Agreement and shall indemnify and hold Customer  harmless against any
and all liability or expenses related thereto.

                           VIII. TERM AND TERMINATION

      8.1 Initial Term and Renewal.  The initial  term of this  Agreement  shall
begin as of the date this Agreement is entered into ("Effective Date") and shall
continue  for a period of seven (7) years  following  the  Effective  Date.  The
Agreement  shall  automatically  renew for a two (2) year term at the end of the
initial term and also at the end of each  successive  term unless  terminated by
either Party upon giving  written notice to the other Party at least one hundred
eighty (180) days prior to the end of the then current term.

      8.2 Termination for Cause.  Either Party may terminate this Agreement with
respect to its participation in this Agreement in the event of a material breach
of this Agreement by the other Party (the "breaching  Party") by the delivery of
thirty (30) days written notice describing such breach; provided,  however, that
if the  breaching  Party shall have cured the breach prior to the  expiration of
the notice of  termination,  this  Agreement  shall  continue  in full force and
effect with respect to the Party giving notice as if no notice had been given.

      8.3  Termination  for  Nonpayment.  In the event Customer fails to pay all
amounts  due  Genpass in  accordance  with the terms of this  Agreement  after a
thirty (30) day period from the due date of such  payment,  then  Genpass  shall
notify  Customer  in  writing  that  Customer  is in  material  breach  of  this
Agreement.  Customer  shall  have ten (10)  days from  date of  receipt  of such
written notice to cure the non-payment. If Customer fails to remit payment after
the ten (10) day cure period,  then Genpass may terminate  this  Agreement  upon
written notice to Customer.

      8.4 Termination  Upon  Bankruptcy or Insolvency.  In the event Customer is
declared  insolvent and is liquidated by any state or federal regulatory agency,
this Agreement shall automatically  terminate upon declaration of insolvency and
Genpass  shall be  entitled  to  liquidated  damages  pursuant  to Section  8.6.
Notwithstanding  the foregoing,  in the event Customer is declared insolvent but
is not liquidated,  or is placed in receivership  or  conservatorship,  or other
similar actions are taken,  the use of the services  described herein by any new
owner, receiver, conservator, manager or other agent or representatives shall be
deemed  acceptance  and  assumption  of this  Agreement  on the full  terms  and
conditions contained herein, including but not limited to Section 8.6.

      8.5  Termination  by Reason of  Regulation.  Genpass  may  terminate  this
Agreement or curtail or restrict its  operations  hereunder at any time or times
upon notice to Customer,  all without liability,  except for liabilities accrued
prior to the termination,  upon the issuance of any order, rule or regulation or
any  regulatory  agency or  administrative  body or the decision or order of any
court of  competent  jurisdiction  that is  controlling  or  binding  on Genpass
prohibiting any or all of the services  contemplated  in this  Agreement,  or if
such order, rule or regulation restricts the provision of such services so as to
make the continued  provision  thereof  unprofitable or undesirable,  or will be
unduly  restrictive  to the  business  of  Genpass or shall  require  burdensome
capital contributions or expenditures.


                                       8
<PAGE>

      8.6 Charges Upon  Termination.  If this Agreement is terminated other than
by Customer in accordance with Section 8.1 or 8.2, Customer shall pay to Genpass
liquidated damages equal to the monthly minimum Terminal  Processing Fee of $***
times the  number of months  remaining  in the Term of the  Agreement.  Customer
hereby authorizes Genpass to collect such liquidated damages by electronic funds
transfer from  Customer's  Clearing  Account.  Customer  acknowledges  that such
amount  represents  liquidated  damages  based on  Genpass'  long term  resource
commitments under this Agreement and such amount does not represent a penalty to
Customer.


                                IX. MISCELLANEOUS

      9.1 Force Majeure. Subject to the disaster recovery requirements set forth
in 9.2 below,  each Party shall be excused  from  performance  and shall have no
liability  for any  period and to the extent  that such  Party is  prevented  or
delayed from performing any services or other  obligations  under this Agreement
as a result of acts or omissions of the other Party, third party nonperformance,
failure or malfunction of computer or  telecommunications  hardware or software,
breach or other  nonperformance by either Party's vendors or suppliers,  strikes
or labor disputes, riots, war, fire, acts of god (whether impacting the Party or
the Party's vendors), governmental regulations or other similar events which are
beyond the reasonable control of such Party. ("Force Majeure").

      9.2 Disaster Recovery Plan. Throughout the term of this Agreement, Genpass
shall  maintain a disaster  recovery plan and the capacity to execute such plan,
which  plan at a minimum,  shall  conform to the  standards  set by the  Federal
Financial  Institutions  Examination Council.  Genpass will create daily back-up
tapes for critical  customer data files and Tandem  operating  systems files and
will store such tapes at a secure,  off-site location for purposes of recovering
customer files in the event of a catastrophic disaster. Genpass will provide for
the replication of the primary processing  functions,  including primary network
access,  customer  cardholder  transaction  authorizations  and daily settlement
functions,  within ***, if such event  occurs on or prior to December  31, 2006,
and within  ***,  if such event  occurs on or after  January 1, 2007,  after the
occurrence of a  catastrophic  failure of the primary data center.  In the event
the  Genpass  Disaster  Recovery  plan  fails and  Genpass  is unable to process
transactions for a period ***, Customer may terminate this Agreement without any
termination fees.

      9.3 Standard of Quality  Services.  Genpass  shall meet the service  level
requirements  ("SLA") set forth in Exhibit F attached hereto.  In the event that
Genpass  fails to meet any SLA  requirement,  Customer  shall be entitled to the
credits  set forth in  Exhibit  F. In  addition,  Genpass  will  respond  to all
requirements  for  assistance  or  inquiries  made by  Customer  to the  Genpass
Customer Assistance Center ("CAC") within *** working days after receipt of such
requests. Genpass agrees to resolve all requirements for assistance or inquiries
made by Customer to the CAC *** working *** after the receipt of such  requests.
Genpass will notify Customer,  or Customer's  assigned third party, *** (subject
to the Customer's  written request for after hours  notification) of determining
that  Customer's  ATMs are not on-line,  provided  the failure is a  monitorable
event. Genpass shall meet or exceed the minimum performance  standards as may be
published from time to time by the electronic funds transfer networks for System
availability and transaction response and completion percentages.

      9.4 Gateway  Services.  Customer  shall be  responsible  for all  expenses
associated  with any  gateway  services  provided  to  Customer by a third party
processor in order to gain access into regional networks in which Genpass has no
Network Connectivity.

      9.5  Waiver.  The  failure  of  either  Party to  enforce  at any time any
provision of this  Agreement or to exercise any right herein  provided shall not
in any way be construed to be a waiver of such  provision or right and shall not
in any way effect the validity of this  Agreement or any part hereof,  or limit,
prevent or impair the right of such Party  subsequently to enforce  provision or
exercise such right.


                                       9
<PAGE>

      9.6 Governing  Law. The rights and  obligations  of the Parties under this
Agreement shall be governed and interpreted by the internal laws of the State of
Minnesota, without reference to the conflict of laws rules.

      9.7 Entire Agreement.  This Agreement,  together with the exhibits hereto,
represents  the entire  understanding  between the Parties  with  respect to the
matters  contained  herein and may be amended only by an  instrument  in writing
signed by the Parties.  There are not representations or warranties,  express or
implied, other than those contained herein.

      9.8 Notice. Any notice required or permitted hereunder shall be in writing
and may be given by personal  service or by  depositing  same in a  commercially
available  overnight  carrier or the United States mail,  Certified mail postage
prepaid,  to the  address  of the  Party  receiving  notice  as  appears  on the
signature  page of this  Agreement or as changed  through  written notice to the
other Party.

      9.9 Binding  Effect.  This  Agreement  is binding on the Parties and their
respective  successors  and  assigns.  Neither  Party may assign this  Agreement
without the prior written consent of the other Party, which consent shall not be
unreasonably withheld.

      9.10   Severability.   If  any  provision  of  this   Agreement,   or  the
applicability  of  such  provision  to any  Person  or  circumstance,  shall  be
determined  to be  invalid  by any court or  competent  jurisdiction,  then such
determination  shall not affect any other  provision of this  Agreement,  all of
which  provisions  shall  remain in effect and, if the  provision  is capable of
being  construed in two ways, one of which would render it valid,  the provision
shall have the meaning which renders it valid.

      9.11 Validity and  Enforceability.  Customer  represents and warrants that
the execution and delivery of this Agreement by it have been duly  authorized by
all  actions  required  under  the  terms  of the  provisions  of its  governing
instruments and creates a legal, valid and binding obligation on Customer.

      9.12  Consent to  Jurisdiction;  Venue;  Service of Process;  Jury Waiver.
Customer  submits to personal  jurisdiction  in the State of  Minnesota  for the
enforcement of the provisions of this Agreement and  irrevocably  waives any and
all rights to object to such  jurisdiction  for the  purposes of  litigation  to
enforce or interpret any provision of this  Agreement.  Company  agrees that any
action,  suit or  proceeding  initiating  or  involving  any Party to enforce or
interpret  this  Agreement  shall be brought in a state or federal  court in the
City of Minneapolis,  Hennepin County,  Minnesota.  Customer hereby  irrevocably
waives  any  objection  which it may have to the laying of the venue of any such
action,  suit or  proceeding  in any such court and hereby  further  irrevocably
waives  any claim that any such  action,  suit or  proceeding  brought in such a
court has been brought in an  inconvenient  forum.  In the event Customer at any
time does not maintain a registered agent for service of process in the State of
Minnesota,  Company  hereby  appoints the Secretary of the State of Minnesota as
its agent for service of process;  provided,  however,  Genpass shall deliver to
Customer in accordance with the notice  requirements of this Agreement a copy of
any such service of process made upon the  Secretary of the State of  Minnesota.
Genpass and Customer hereby consent that service of process in any action,  suit
or  proceeding  may be made by service upon the  aforesaid  agent for service of
process (in the case of service to be made upon Customer),  by personal  service
upon the party  being  served,  or by  delivery  in  accordance  with the notice
requirements of this  Agreement.  Both Parties hereby waive any right to a trial
by jury in any action suit or proceeding  related to this  Agreement and instead
both agree that any action suit or proceeding  may be heard by a judge without a
jury.


                                       10
<PAGE>

      This Agreement shall be effective as of the 15th day of December, 2005.

  NATIONWIDE MONEY SERVICES               GENPASS TECHNOLOGIES, LLC


By: /s/George McQuain                     By: /s/Joe Possi


(Printed Name)             (Title)        (Printed Name)            (Title)
224 Ponte Vedra Park Drive                225 West Station Square, Suite 620
(Street Address)                          (Street Address)

Ponte Vedra Beach, FL 32082               Pittsburgh, PA 15219
(City)   (State) (Zip Code)               (City)   (State) (Zip Code)


With a copy to:                           With a copy to:

Smith, Gambrell & Russell, LLP            U.S. Bank Legal Department

50 North Laura Street, Suite 2600         800 Nicollet Mall, BC-MN-H21N
(Street Address)                          (Street Address)

Jacksonville, FL 32202                    Minneapolis, MN 55402


                                       11
<PAGE>

                        DISTRIBUTOR ATM PROCESSING AGREEMENT

                                     EXHIBIT A

DEFINITIONS

1.  "Account"  shall mean either (a) a checking,  money  market,  or share draft
account or such other  depository  account as is legal under relevant law, which
account may be accessed by a Debit Card,  or (b) a credit  account  which may be
accessed by a Credit Card.

2. "ACH" shall mean Automated Clearing House.

3.  "Agreement"  shall mean this  Distributor ATM Processing  Agreement  between
Genpass and Customer,  together with the exhibits hereto, which are incorporated
by reference herein.

4. "ATM" shall mean an automated teller machine.

5. "Card" shall mean either a Debit Card or a Credit Card, as applicable.

6. "Clearing Account" shall mean a deposit account maintained by Customer with a
financial institution acceptable to Genpass.

7.   "Credit   Card"   shall  mean  a  credit  card  as  defined  in  12  C.F.R.
ss.226.2(a)(15),  licensed by MasterCard International, Inc., Visa U.S.A., Inc.,
American  Express  Travel Related  Services  Company,  Inc., or such  additional
entities  as  Genpass  may from  time to time  specify,  and  which  accesses  a
Customer's credit Account.

8. "Debit  Card" shall mean a plastic card issued by or on behalf of a Customer,
which will permit  access to a checking,  money  market,  share draft account or
such other depository account as is legal under relevant law or regulation.

9. "Network" shall mean the electronic interchange networks listed in Exhibit B.

10. "Operating Instructions" shall mean the technical and operating instructions
issued by Genpass that govern the operation of the System.

11. "Party" or "Parties" shall mean Customer and Genpass.

12. "Person" shall mean an individual,  partnership,  joint venture, corporation
or other legal entity, however organized.

13. "POS Transaction"  shall mean any electronic  request and/or  authorizations
for purchases by means of a Card at a Terminal.

14. "Rules" shall mean the operating rules of the Network (if any), from time to
time in effect.

15. "System" shall mean an on-line  Terminal support system operated by Genpass,
which system shall provide Customer with the various services  described in this
Agreement.

16. "Terminal" shall mean the electronic  equipment at Customer's  location used
to facilitate Transactions.

17.  "Terminal  Management  System"  shall mean the  control of the files of the
Base24-ATM operating system.

18.  "Terminal  Network"  shall  mean any or all  networks  included  in Network
Connectivity in Exhibit B of this Agreement.


                                  Page 1 pf 2
<PAGE>

19.  "Transaction"  shall mean any of the  following  functions  attempted  by a
Customer at a Terminal:


      (a)   cash withdrawals and purchases from asset Accounts;

      (b)   cash advances and purchases from Credit Card Accounts;

      (c)   balance inquiries to asset Accounts;

      (d)   deposits to asset Accounts;

      (e)   transfer of funds between asset Accounts  maintained within the same
            financial institution; and

      (f)   POS Transactions.

                                  Page 2 pf 2
<PAGE>

                      DISTRIBUTOR ATM PROCESSING AGREEMENT

                                    EXHIBIT B

                          SCHEDULE OF SERVICES AND FEES

Genpass will provide the services designated by Customer at the indicated fees:

ATM Network Connectivity: AFFN, Allpoint, AMEX, Cirrus, Co-Op, CU24, Deluxe EBT,
Discover,  Exchange,  Interlink,  Maestro,  Mastercard,  MoneyBelt,  MoneyMaker,
MoneyPass,  New Mexico EBT, NYCE, Plus, Presto,  Pulse, Quest,  Shazam, Star and
Visa.

P.O.S Network Connectivity:  Pulse (Pulse Pay), Star (Explore),  Express Cash,
Discover

(Other networks may from time to time be added to the Genpass system.)

Sponsorship:                Genpass   and   Customer   shall  use   commercially
                            reasonable  efforts to provide  sponsorship  of each
                            Party's   Customer   Terminals  into  all  networks,

Base24  Files:              Set up  actual  files on  Tandem  for each  terminal
                            which includes  Retailer  definition file,  terminal
                            definition  file, and all network access files which
                            Genpass has  connectivity  into,  or other  networks
                            that  from  time to time get  added  to the  Genpass
                            system.

Convenience  Fee &          Send  letters  to all  networks  which  Genpass  has
Network  Notification       connectivity  into notifying  which Terminals are to
                            be assessed a Convenience  Fee.  Enter all Terminals
                            into the Cirrus terminal file for Cirrus directory.

ACH File:                   Set up a file on Tandem for each ACH  settlement for
                            each terminal.

Billing File:               Set up a file on Tandem for billing  parameters  for
                            each terminal.

Directory Notification:     Notify all  interchanges  of new terminals  added to
                            the system.



Customer Support:          Research  individual  transaction,  missing reports,
                           questions about settlement and billing.



Telecommunications:         Genpass  will  include the Data  Center  circuits to
                            Bell South with a long term  migration  plan to move
                            the 800 number to TNS.
One Time Fees
Terminal set up fee         Waived
Terminal disconnect fee*    $*** per terminal
                            *$*** per terminal for bulk terminal disconnect in
                            *** terminals. (if terminal is disconnected ***)



Monthly Fees

Terminal Processing Fee :

      0 - 299,999             $***
      300,000 - 499,999       $***
      500,000 - 749,999       $***
      750,000 - 999,999       $***
      1,000,000 - 1,499,999   $***
      1,500,000 - 1,749,999   $***
      1,750,000 +             $***

Monthly minimum Terminal Driving Fee of $*** per month,  after ramp up period of
180 days from date of signed Agreement.


                             Page 1 pf 2
<PAGE>

      Sponsorship fee:      *** in above Terminal Processing Fee

      Dial Up ATM Fees:     *** in above Terminal  Processing Fee (excludes
                            circuit costs)



                          One Time    Monthly Recurring
                          --------    -----------------
      CDMA -              $***        $***
      CDMA Inverse Dial   $***        $***
      DSL                 $***        $*** (Verizon, Qwest, SBC)
      DSL                 $***        $*** (Bellsouth)
      Persistent Dial     $***        $*** Tier One - Major Metro Areas
                          $***        $*** Tier Two - Smaller Metro Areas
                          $***        $*** Tier Three Remote Areas
                          $***        $*** Tier Four Extremely Remote Areas


Genpass Connect/
 Reporting Fee:           $85.00 (five user id's issued)

Processing Lease Line
 Terminal:

Communication Fee         $*** per non dial-up terminal per month
                          $***  per terminal per month for dedicated circuits
                          $***  per Data Center circuit
EFT Network Adjustments   EFT Network fees passed through
beginning at $***

Optional Services

In addition:

      1.    Customer  agrees to give Genpass an  opportunity to make an offer to
            take over the vault cash services therefore.  Customer may accept or
            reject any such offer in its sole and absolute discretion.

      2.    Genpass will provide *** per year of  programming  assistance  at no
            cost to Customer.  Customer may carry  forward from year to year any
            unused programming assistance.

      3.    Genpass ***.

All network fees and ISO financial  sponsorship one-time and annual fees are the
responsibility of the Customer.

Transactions  include,  but are not  limited to denials,  inquiries,  transfers,
heartbeats, status messages and other transactions other than withdrawals.

Network Routing Changes            1-100 Terminals               $***
                                 101-200 terminals               $***
                                 201-300 terminals               $***
                                 300+ terminals                  $***


                                  Page 2 pf 2
<PAGE>

                     DISTRIBUTOR ATM PROCESSING AGREEMENT

                                  EXHIBIT C

                            OPERATING INSTRUCTIONS


Transactions  Supported.  The following transactions will be supported on each
of the networks listed in Exhibit "B" under ATM Network Connectivity:

      Withdrawals
            |X|   Checking/Money Market Accounts
            |X|   Savings
            |X|   MasterCard (Cash Advances)
            |X|   Visa (Cash Advances)
            |X|   American Express (Checking)

      Purchases
            |X|   Checking/Money Market Accounts
            |X|   Savings

      Balance Inquiry
            |X|   Checking/Money Market Accounts
            |X|   Savings
            |X|   Credit Card

      Transfer (Customer Option,  subject to network  requirements)
            |X|   Checking to Savings
            |X|   Savings to Checking
            |X|   Checking to Checking
            |X|   Savings to Savings

Miscellaneous

      Card
            |X|   Standard ABA Track II encoding.
            |X|   Stripe contents  uniquely  identify  institution  for  routing
                  purposes.
            |X|   Debit or Credit Card Standards acceptable.

      Encryption
            |X|   All transactions  passed  will  be  encrypted  from  point  of
                  authorization.

      Regulation E Compliance

            |X|   All  necessary  descriptive  information  available for use on
                  acknowledgment or statement as network chooses to handle.
            |X|   Descriptive  information  for  payee/location  (40  positions)
                  flows with transaction.
            |X|   Other  regulatory   compliance  for  the  System  provided  as
                  necessary.

      ATM
            |X|   Customer is  responsible  for all  regulatory  compliance  for
                  Networks,  Banking and Federal  regulations  on all terminals.
                  Any  changes  to  terminal  configuration,   signage,  receipt
                  standards or surcharging are the  Distributors  responsibility
                  to implement.

<PAGE>



                     DISTRIBUTOR ATM PROCESSING AGREEMENT

                                  EXHIBIT D

                              IMPLEMENTATION FEE


A.  Amount and Payment of Implementation Fee

      o     $*** to be paid  based  on the  estimated  schedule  of  conversions
            outlined below

--------------------------------------------------------------------------------
Date                         Estimated # ATMs                Amount to be paid
                                converted
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
March 31, 2006                    2,000                            $***
--------------------------------------------------------------------------------
April 30, 2006                     500                             $***
--------------------------------------------------------------------------------
May 30,2006                        500                             $***
--------------------------------------------------------------------------------
June 30, 2006                      500                             $***
--------------------------------------------------------------------------------
July 30, 2006                      500                             $***
--------------------------------------------------------------------------------
August 30, 2006                    500                             $***
--------------------------------------------------------------------------------
True up period                     500                             $***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      TOTAL                       5,000                            $***
--------------------------------------------------------------------------------

      o     A payment  will be made to Customer  after the first 2,000 ATMs have
            been  converted  onto the Genpass System (which is expected to be by
            March 31, 2006),  then Genpass will advance an additional 30 days of
            expected conversions based on the schedule.

      o     Genpass  will  review and  reconcile  the  progress  and  advance an
            additional  30 days of expected  conversions  based on the  schedule
            once the  terminals  from  the  previous  30 day  period  have  been
            converted.

      o     No later than  September  30, 2006, a final  reconciliation  will be
            made (the True-up  period).  At that time, the total payment will be
            determined by multiplying  the number of converted ATMs by $***. The
            final  payment  due will be the  True-up  amount  less any  previous
            signing bonus payments made to Customer and will be due on September
            30, 2006 once all the terminals for all periods have been converted.

      o     Implementation  (whatever  work is  necessary  to  connect  ATM's to
            Genpass for  processing of  transactions  including,  resticker ATM,
            reload  security  key,  change  phone  number  dials,  perform  test
            transactions,  send information to Genpass as required by Genpass to
            Gen the ATM in compliance with Reg. E., including without limitation
            the ATM address,  the ATM owner,  the surcharge  being charged,  the
            bank settlement  information,  bank account settlement  information)
            This  provision is included in the schedule of  Implementation  Fees
            above.

<PAGE>


                     DISTRIBUTOR ATM PROCESSING AGREEMENT

                                  EXHIBIT E

                    Pre-Implementation Fee Reimbursement

Reimbursement of implementation fees incurred prior to implementation. ***, $***
nonrefundable fee due within five business days after the Effective Date.


<PAGE>

                     DISTRIBUTOR ATM PROCESSING AGREEMENT

                                  EXHIBIT F

                           Service Level Agreement

For purposes of measurement all metrics are ***.

      A.    *** greater than or equal to ***,  excluding ***. (Customer reserves
            the right to review with Genpass 12 months after effective date).

      B.    *** to *** and *** greater than or equal to ***%.

      C.    *** on time  ***% by 7 ***  EST.  (Customer  reserves  the  right to
            review with Genpass 12 months after effective date).

      D.    *** accurate and on time ***%.

      E.    *** of less than or equal to ***%.

      F.    *** than or equal to ***%  (Customer  reserves  the  right to review
            with Genpass 12 months after effective date).


If  Genpass'  performance  does not meet  service  levels as  indicated  in this
Exhibit F for paragraph A & B above the following service credit shall apply:

      >>    ***

      >>    ***

      >>    ***

      >>    ***

If  Genpass'  performance  does not meet  service  levels as  indicated  in this
Exhibit F for paragraph D above, the following service credit shall apply:

***

<PAGE>

                     DISTRIBUTOR ATM PROCESSING AGREEMENT

                                  EXHIBIT H

                             Listing Of Locations


*** Indicates confidential information intentionally redacted.