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                               CHECK CENTRAL, INC.
                                7084 MIRAMAR ROAD
                               SAN DIEGO, CA 92121
                                 (619) 566-9604

                          MASTER DISTRIBUTOR AGREEMENT



         This Independent Distributor Agreement (the "Agreement") is entered
into effective as of March 30, 1999 by and between Check Central, Inc.
(hereinafter "CCI") a Nevada Corporation and, and SMARTCASH ATM, LTD., an
Independent Distributor (hereinafter "Distributor"), a Nevada Limited Liability
Company with reference to the following recitals of essential facts.

                                    RECITALS

A.       CCI is engaged in the manufacture, assembly and sales of that certain
         product more particularly described on Exhibit A attached hereto and
         incorporated by reference herein (the "Product" or the "Machine") and
         accessories, special parts and replacement parts and software and
         programming for such Product which are used in connection with such
         Product;

B.       Distributor represents and warrants itself to be experienced in
         marketing, sales and the management of a sales force.

C.       CCI desires to retain the services of Distributor, for the duration of
         this Agreement and in accordance with the following terms and
         conditions, to sell, lease and place Product and Services,

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND CONDITIONS
REFERENCED HEREIN, THE PARTIES AGREE THAT THE FOLLOWING TERMS AND CONDITIONS
SHALL GOVERN THE RELATIONSHIP OF THE PARTIES AND THE SALE, LEASE AND PLACEMENT
OF THE PRODUCTS AS FOLLOWS:

                                    AGREEMENT

I.       CONTRACT TERM AND TERMINATION

         A.       This Agreement shall commence on the date executed by both
                  parties, shall continue thereafter in effect for a period of
                  three (3) years, subject to the provisions of Paragraph III,
                  or until terminated by either party for cause pursuant to the
                  terms of Paragraph B below. In the event of termination other
                  than for cause, all compensation due to Distributor hereunder,
                  including Residual Compensation (as that term is defined in
                  Article IV below) shall continue to be paid to Distributor in
                  a timely manner provided Distributor shall not be found to be
                  in breach of any terms of this Agreement.

         B.       Termination for cause shall include, but is not limited to,
                  the following:

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                  1.       In the event either party fails to pay all amounts
                           due the other in accordance with the terms of this
                           Agreement,

                  2.       In the event either party materially breaches the
                           terms of this Agreement,

                  3.       In the event either party becomes or is declared
                           insolvent, becomes subject to a voluntary or
                           involuntary bankruptcy or similar proceeding, or
                           makes an assignment for the benefit of all or
                           substantially all of its creditors; in such case it
                           is the responsibility of Distributor to notify CCI
                           should any of the aforementioned occur. Failure to
                           notify CCI shall constitute a material breach of this
                           Agreement.

                  4.       Distributor misrepresents any CCI Product or Service
                           to third parties.


                                   CURE PERIOD

                           In the event a Party commits an act set forth above
                           (the "Breach")(the "Breaching Party"), the other
                           party (the "Non-breaching Party") may terminate this
                           Agreement provided that the Non-Breaching Party
                           notifies the Breaching Party of the Breach and the
                           Breaching Party fails to cure the Breach within sixty
                           days from receipt of said notice.


II.      INDEPENDENT CONTRACTOR STATUS

         A.       Distributor shall at times be an independent contractor under
                  this Agreement. Except as expressly set forth herein,
                  Distributor is not authorized to act on behalf of CCI, act in
                  a manner that would indicate or imply, or represent itself to
                  be an officer, agent, employee, or representative of CCI.

         B.       CCI is not authorized to act on behalf of Distributor, act in
                  a manner that would indicate or imply, or represent itself to
                  be an officer, agent, employee, or representative of
                  Distributor.

         C.       Except as provided in Paragraph XXIV, Distributor agrees to
                  pay all of its own expenses, such as, but not limited to, all
                  operating expenses including rent, telephone, transportation,
                  entertainment, business cards, brochures, and other expenses
                  necessary to operate Distributors business.

         D.       Distributor concedes and recognizes the exclusive rights of
                  CCI in and to, and shall have no right or license in, the
                  trade names Check Central, Inc and the trademarks and trade
                  name used with or affixed to any Product, including OneCash
                  and any subsequently acquired trade names and/or trademarks.
                  Notwithstanding the foregoing, CCI shall license Distributor
                  to use trademarks in advertising the Products and Services
                  upon receipt of prior written approval from CCI. CCI shall
                  provide Distributor with written instructions as to the proper
                  use and display of said trademarks and trade names.

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         E.       During the term of this Agreement, Distributor and
                  Distributor's agents are authorized to use the phrase
                  "Independent CCI Distributor" in connection with the sale,
                  advertisement, and promotion of Products and Services and not
                  in connection with any other aspect of Distributors business.
                  Distributor shall conduct its business solely under
                  Distributor's own name except for purposes of complying with
                  the Networks' rules and requirements for Independent Sales
                  Organization Sponsorship. Nothing herein shall give
                  Distributor or wholesale customers of Distributor any Interest
                  or license in such phrase and the right to use such phrase
                  shall immediately cease upon termination or cancellation of
                  this Agreement. Distributor specifically agrees to reimburse
                  CCI for any reasonable losses it may suffer in the event
                  Distributor uses the above name(s) and/or phrase in a
                  fraudulent or deceptive manner which in turn causes ant third
                  party to make a claim against CCI.

         F.       If Distributor has employees, Distributor shall maintain
                  workman's compensation insurance for its employees. In
                  addition, Distributor, at its sole cost and expense, shall
                  maintain no less than $1,000,000 in personal injury liability
                  and $1,000,000 property damage insurance upon any vehicle used
                  by Distributor and shall purchase and maintain during the term
                  of this Agreement comprehensive general liability insurance,
                  including product liability coverage, with combined single
                  limits of $1,000,000 or its equivalent. CCI must be named in
                  such policies as an additional insured and shall be furnished
                  with a copy of such policies or certificates of insurance.
                  Additionally, the policy shall contain a provision that it
                  cannot be canceled except upon ten- (10) day's prior written
                  notice to CCI.


III.     APPOINTMENT EXCLUSIVE

         A.       Distributor shall remain the exclusive distributor, provided
                  Distributor meets the performance requirements below, for a
                  term of three years. In the event Distributor meets the
                  monthly performance requirements during each of the three
                  years, Distributor shall have an option to extend the term of
                  the Agreement for additional one-year terms subject to minimum
                  performance standards as follows: the performance standard for
                  each one year extension shall be an amount that is equal to
                  the greater of (i) a 20% increase from the prior years
                  performance or (ii) a 20% increase from the number of orders
                  actually placed by Distributor during the prior year. Provided
                  that in the year 2001 if Distributor in good faith determines
                  that the minimum performance standards are unacceptable, then
                  the Parties agree that they will commence good faith
                  negotiations to resolve the dispute. In the event the Parties
                  cannot reach agreement and Distributor does not exercise its
                  option to extend this Agreement for an additional year term,
                  this Agreement shall convert to a non-exclusive distribution
                  agreement and shall be cancelable upon 60 days notice by
                  either party. However, Distributor shall for a one year period
                  from the date that this Agreement reverts to non-exclusive
                  have the right of first refusal to become the exclusive
                  distributor on terms and conditions equal to those offered by
                  a party and accepted by CCI.

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                  In the event Distributor fails to meet a performance
                  requirement in a particular month (the "Breach Month") said
                  failure shall constitute default of the Distribution Agreement
                  (the "Default"). Provided, however, if the total number of
                  orders placed by Distributor for the Breach Month and the two
                  subsequent months equal or exceed the performance requirements
                  established for said three months then the Default shall be
                  deemed to be cured and the Distribution Agreement shall remain
                  exclusive. In the event the Default is not cured, then the
                  Distribution Agreement shall revert to a non-exclusive
                  agreement as of the end of the cure period for the applicable
                  month in which Distributor failed to meet the performance
                  standard and may be cancelable upon sixty days notice by
                  either party. In addition, if Distributor has met or exceeded
                  his aggregate performance requirements for the prior six
                  months, including any individual Breach Months, Distributor
                  will not be deemed to be in Default.

                  Notwithstanding anything to the contrary contained herein,
                  Distributor and CCI hereby agree that the performance
                  standards established for the months of April, May, June, July
                  and August 1999 were agreed upon as a result of good faith
                  efforts by both parties to arrived at a standard that is in
                  the mutual interests of both CCI and Distributor based on
                  their mutual desire to form an on-going business relationship.
                  CCI and Distributor agree that said standard is a good faith
                  estimate based on a combination of factors including,
                  Distributor's ability to sell the Product, CCI's ability to
                  deliver the Product , CCI's ability to provide applicable
                  performance and market data and the acceptability of the
                  Product in the market. Distributor and CCI agree that in the
                  event said performance standards are determined to be
                  unachievable that the parties will in good faith negotiate an
                  appropriate adjustment to said standards to facilitate the
                  continuation of the business relationship and avoid a default
                  by Distributor or CCI for failure to cure the Default. In the
                  event the Parties cannot agree to the adjustment to said
                  standards, the dispute will be submitted to arbitration in San
                  Diego County, California with the American Arbitration
                  Association or such other nationally recognized association.
                  The Parties agree that the decision of the arbitrator will be
                  a final and binding upon the Parties determination and each
                  party will be responsible for their own fees, expenses and
                  costs.

          B.      PERFORMANCE STANDARD Distributor shall, to retain the
                  exclusivity of the distributorship, meet the following
                  performance standards: (a) 1999; issue a firm purchase order,
                  with the signing of the Definitive Agreement, for 385 Machines
                  with the following release dates; By April 30, 20 Machines; By
                  May 31, 40 Machines; and June through November 45 and December
                  55 Machines (b) 2000; 65 Machines for January and February; 75
                  Machines for March and April; 90 Machines for May and June;
                  120 Machines for July and August; 125 Machines for September,
                  October, November and December (c) 2001; 150 Machines for
                  January, February, March and April; 175 Machines for May,
                  June, July, August, September, October, November and December.
                  The terms for the purchase of Machines are: 50% down for 1999
                  and 25% down for 2000 and 2001 with purchase order; delivery
                  within 60 days of purchase order, balance paid COD with
                  delivery and shipments made FOB CCI shipping facility.

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                  Distributor agrees that the 20 of the Machines to be purchased
                  in April 1999 will be placed in suitable locations in Southern
                  California. DELETED

         C.       PRICE Distributor shall purchase the Machines at the Wholesale
                  Price, which is currently $24,000 and Distributor may resell
                  the Machines at a price determined by Distributor to be
                  reasonable and appropriate to achieve maximum market
                  penetration. CCI recommends that a retail price for a Machine
                  be established at $32,000. CCI agrees the Wholesale Price will
                  be adjusted on a periodic basis to reflect reasonable changes
                  in Greenland's costs related to the manufacture/production of
                  the Machine.

         D.       EXCLUSIVE PROCESSOR. Distributor may, subject to agreement of
                  terms and conditions between CCI and Distributor, which will
                  include Distributor meeting the performance standards set
                  forth in B above, become the exclusive processor for CCI.

         E.       VAULT CASH. Distributor shall have the option but neither
                  party shall have the obligation to supply vault cash for the
                  Machines, subject to mutually acceptable terms and conditions.

         F.       SERVICE & INSTALLATION. Distributor may, subject to mutually
                  acceptable terms and conditions which will include
                  Distributors obligation to meet the performance standards set
                  forth in B above, have the exclusive right to provide service
                  and installation for the Machine.

         G.       DIRECT CORPORATE SALES. CCI may engage in direct corporate
                  sales of the Machines (the "Direct Corporate Sales") where and
                  if modifications to hardware and/or software are required by
                  the customer or when the sale is a result of direct corporate
                  contact by a chain or retail entity with more that 100
                  locations. No sales shall be made from corporate as a direct
                  sale through a distributor or ISO. If Direct Corporate Sales
                  are made, CCI sale's price shall not be less than the
                  Wholesale Price established by CCI for sales to Distributor,
                  plus 5%. If Direct Corporate sales are made CCI shall pay to
                  Distributor a fee equal 5% of the gross sales price of the
                  Machines sold by CCI and 5% of CCI's monthly revenue sharing
                  related to said sales. Machines sold, as part of a Direct
                  Corporate sale shall be counted as part of Distributors sales
                  performance requirements. Notwithstanding the foregoing,
                  unless otherwise agreed to by both Parties, CCI will not sell
                  direct to any accounts that were initially contacted by
                  Distributor or one of his distributor/representatives or that
                  call CCI due to advertising placed by Distributor. Distributor
                  and CCI hereby agree that CCI may sell directly to: ACE Check
                  Cashing, Air Touch and Seahorse Enterprises, Inc. and/or its
                  affiliates and said sales will not be counted as part of
                  Distributor's sales performance, but CCI will pay to
                  Distributor 5% of gross sales price of the Machines sold and
                  5% of CCI's monthly revenue sharing.


IV.      COMPENSATION OF DISTRIBUTOR

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         A.       BASIC COMPENSATION. Distributor shall be compensated for its
                  services under this Agreement as follows. Distributor may
                  purchase the Products from CCI or place the Products with a
                  third party on behalf of CCI, under the pricing arrangement
                  set forth on "Schedule 1" hereto. The pricing list (but not
                  the Residual Compensation, discussed below) may be amended
                  from time to time by CCI, upon provision to Distributor of
                  sixty (60) day's prior written notice. When Products are sold
                  by Distributor above the Distributor price set forth in
                  "Schedule 1" or Paragraph IIIC, Distributor shall keep the
                  difference as compensation. pricing information is the
                  confidential property of CCI and shall be for the internal use
                  of the Distributor only. At all times for the duration of this
                  Agreement, Distributor shall be considered and designated by
                  CCI as a Distributor, for purposes of computing prices and
                  Transaction Rebate percentages as set forth in "Schedule 1".

         B.       RESIDUAL COMPENSATION. Distributor acknowledges that CCI shall
                  receive an after sale fee of 1% of the face value of the check
                  cashed, $.10 per money order purchased and $.08 at the
                  interchange fee on each ATM transaction processed on each
                  machine, provided that no third party distributor is involved
                  and $.05 in the event a third party distributor is involved.
                  An additional .2% of the face value of each check shall be
                  reserved for purposes of providing .1% to the point of sale
                  agent and .1% to Distributor. As other services are added
                  (including but not limited to; bill paying; payday loan; etc.)
                  CCI and Distributor shall negotiate fees in good faith.
                  Distributor and CCI agree that revenue sharing may need to
                  change from time to time in order to remain competitive in the
                  market. If either party requests a change to the revenue
                  sharing the Parties agree to re-negotiate in good faith
                  according to the current market pricing. In the event the
                  Parties cannot agree to the adjustment to the revenue sharing,
                  the dispute will be submitted to arbitration in San Diego
                  County, California with the American Arbitration Association
                  or such other nationally recognized association. The Parties
                  agree that the decision of the arbitrator's determination will
                  be a final and binding upon the Parties and each party will be
                  responsible for their own fees, expenses and costs.

         C.       Other Compensation Any other compensation shall be as
                  described and set forth In "Schedule 1" hereto and/or
                  Paragraph III G.

         D.      In no event shall any other fees or expenses be paid to
                 Distributor except as specifically provided in "Schedule I"
                 hereto and/or Paragraph IIIG.


V.       SCOPE OF AGREEMENT

         Distributor's exclusive territory shall include the entire United
         States and Canada.


VI.      OBLIGATIONS OF DISTRIBUTOR AND CCI

         A.       Distributor agrees to use its best efforts in the promotion,
                  sale and placement of the Products and Services and to devote
                  such time as necessary to market The Products consistent with
                  good business ethics, and in a manner that will reflect
                  favorably on CCI and on the good will and reputation of CCI.

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         B.       Distributor agrees to provide all tools, hire and/or contract
                  personnel, and otherwise provide whatever is necessary to
                  market the Products and Services.

         C.       Distributor agrees at all times to refrain from engaging in
                  any illegal, unfair or deceptive trade practices or unethical
                  business practices whatsoever, whether with respect to CCI or
                  otherwise.

         D.       Distributor agrees to adopt and maintain the high level of
                  quality and customer service that CCI has established.

         E.       Distributor agrees to ensure that all payments and documents
                  required by CCI for the sale or placement of its Products are
                  properly executed and forwarded to CCI.

         F.       Distributor agrees to provide CCI with all of the information
                  requested in the Independent Distributor Registration form
                  attached hereto as "Schedule 2". Distributor also agrees to
                  update the information requested by "Schedule 2" immediately
                  upon any change to such information. Distributor specifically
                  agrees to ensure that the list of sales people who will be
                  selling or placing CCI Products shall be kept current at all
                  times.

         H.       Distributor shall not knowingly make any misrepresentation
                  regarding any of the Products and/or services provided by CCI.

         I.       Distributor shall acquire and maintain a valid business
                  license, business address and telephone for receiving
                  inquiries about, or fulfilling orders for the Products made
                  available by CCI.

         J.       CCI shall: (i) supply a Machine that is fit for use for the
                  purpose intended with a one year warranty as described in
                  Paragraph XX A. (ii) pay amount due Distributor promptly,
                  (iii) process checks and money orders in a timely manner, (iv)
                  guarantee bad debt as related to checks cashed, unless
                  otherwise agreed (v) comply with applicable local, state and
                  federal regulations, (vi) maintain adequate insurance to
                  conduct its operations (vii) implement and maintain proper
                  reporting procedures and supply appropriate reports to
                  Distributor.


VII.     COVENANT NOT TO COMPETE

         During the period of this Agreement, and for twelve (12) months
         following the termination of this Agreement for any reason, Distributor
         agrees not to promote or sell any of the Products or other similar
         self-service check cashing kiosk in the capacity of manufacturer,
         Distributor, dealer, lessor. Locator to any clients and/or customers of
         CCI, any prospects with whom CCI is negotiating, or any prospects that
         Distributor has solicited during the term of this Agreement.
         Distributor will use CCI exclusively for the Products sold, leased or
         placed by its company during the term of this Agreement. Distributor
         shall not solicit any CCI clients or customers concerning the sale of
         the Product or other similar self-service check cashing kiosk sold by
         Distributor under this Agreement. Any exceptions to this Covenant Not
         to

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         Compete must be attached to this Agreement as Schedule 3 and
         approved by a CCI officer. Notwithstanding the forgoing, Distributor
         shall be released from its obligation not to compete in the event that
         CCCI has been found to have committed an act that validates this
         Agreement being terminated for cause by Distributor.


VIII.    INDEMNIFICATION/HOLD HARMLESS

         A.       Distributor shall indemnity, hold harmless, and defend, at its
                  sole cost and expense, CCI against and from any and all
                  claims, actions, proceedings, damages, liabilities, losses,
                  fines, penalties, expenses, attorneys fees and all other
                  associated costs arising out of, or related in any manner
                  whatsoever to Distributor's, its agent's or employee's real or
                  alleged wrongful, acts or omissions (whether tortuous or
                  contractual) in connection with the sale or placement of the
                  Products.

         B.       CCI shall indemnity, hold harmless, and defend, at its sole
                  cost and expense, Distributor against and from any and all
                  claims, actions, proceedings, damages, liabilities, losses,
                  fines, penalties, expenses, attorneys fees and all other
                  associated costs arising out of, or related in any manner
                  whatsoever to CCI's, its agent's or employee's real or alleged
                  wrongful, acts or omissions (whether tortuous or contractual)
                  in connection with the sale or placement of the Products.


IX.      COVENANT NOT TO DISCLOSE

         A.       Distributor, during the terms of this Agreement, shall have
                  access to and become familiar with various trade secretes and
                  confidential information of CCI including but not limited to,
                  customer contracts, customer lists, customer prospect lists,
                  invoices, customer requirements, sales procedures, research
                  data, design data, marketing and pricing information and data,
                  marketing plans, financial information of CCI and/or its
                  customers, and other technical, marketing and/or business
                  information. This information shall collectively be referred
                  to as the "Confidential Information" of CCI and Distributor
                  recognizes and acknowledges that this Confidential Information
                  gives CCI a competitive advantage in the industry. Distributor
                  agrees that it shall not use in any way or discloses to any
                  person or entity any of CCI's Confidential Information, either
                  directly or indirectly, either during the term of this
                  Agreement or at any time thereafter, except ad required in the
                  course of its services under this Agreement. Distributor shall
                  further take reasonable precautions and act in such manner as
                  to ensure against unauthorized disclosure or use of the
                  Confidential Information. Such information shall be promptly
                  delivered to CCI (without Distributor retaining copies) upon
                  termination of this Agreement.

         B.       CCI, during the terms of this Agreement, shall have access to
                  and become familiar with various trade secretes and
                  confidential information of Distributor including but not
                  limited to, customer contracts, customer lists, customer
                  prospect lists, invoices, customer requirements, sales
                  procedures, research data, design data, marketing and pricing
                  information and data, marketing plans, financial information
                  of Distributor and/or its customers, and other

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                  technical, marketing and/or business information. This
                  information shall collectively be referred to as the
                  "Confidential Information" of Distributor and CCI
                  recognizes and acknowledges that this Confidential
                  Information gives Distributor a competitive advantage in
                  the industry. CCI agrees that it shall not use in any way
                  or discloses to any person or entity any of Distributor's
                  Confidential Information, either directly or indirectly,
                  either during the term of this Agreement or at any time
                  thereafter, except ad required in the course of its
                  services under this Agreement. CCI shall further take
                  reasonable precautions and act in such manner as to ensure
                  against unauthorized disclosure or use of the Confidential
                  Information. Such information shall be promptly delivered
                  to Distributor (without CCI retaining copies) upon
                  termination of this Agreement.

         C.       The Parties recognize and acknowledge that the remedy at law
                  for a breach by either party of any covenants contained in
                  this Section IX shall be inadequate, and each party agrees
                  that the other party in addition to all remedies each may
                  have, shall have the right to injunctive relief to enforce the
                  provisions of this Agreement if there is such a breach or
                  threatened breach.


X.       NO GUARANTEES OR REPRESENTATIONS MADE BY CCI

         Distributor understands and agrees that:

         A.       Neither CCI or any agent, employee or representative of CCI
                  have made any guarantees, representations, or promises
                  concerning the income, gross or net revenues which can or
                  might be realized by Distributor under this Agreement. The
                  success of Distributor under this Agreement is entirely
                  dependent upon Distributor's own business, marketing and
                  managerial skills.

         B.       The Agreement does not constitute an Agreement for a joint
                  venture, partnership, investment interest, franchise or any
                  relationship other than that of Independent Contractor for
                  CCI.

Notwithstanding the forgoing, CCI represents that it is a corporation duly
organized and validly existing under the laws of the State of Nevada and is in
good standing under such laws. CCI has all requisite corporate power and
authority to own lease and operate its properties and assets and to carry on its
business as presently conducted. CCI is qualified to do business as a foreign
corporation and is in good standing in California. CCI has all requisite
corporate right, power and authority to execute and deliver this Agreement and
all agreements related hereto and to consummate the transactions contemplated
hereby.


XI.      CHOICE OF LAW/FORUM

         A.       This Agreement has been entered into, executed, and shall be
                  construed in accordance with the laws of the State of
                  California.

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         B.       In the event of a dispute concerning this Agreement, the
                  parties agree that any proceeding for resolving such dispute
                  shall occur in the County of San Diego, State of California.


XIII.    ATTORNEY FEES FOR PREVAILING PARTY

         In any action at law or in equity, including an action for declaratory
         relief, the prevailing party shall be entitled to an award of
         reasonable attorney fees in addition to other awards resulting from the
         dispute.


XIV.     PURCHASE ORDERS

         A.       Purchase orders, which must be on a CCI approved form, from
                  Distributor are subject to written acceptance by CCI and must
                  incorporate this Agreement by reference. CCI shall have no
                  obligation under a purchase order placed under this Agreement
                  until such written acceptance is dispatched to Distributor by
                  CCI. All purchase orders will be deemed accepted by CCI if no
                  objection in writing is received within one week of submission
                  by Distributor. Any change to a previously accepted purchase
                  order, as of the date changed, will be treated as a new
                  purchase order submitted for acceptance by CCI. Purchase
                  orders and confirmation by FAX may be accepted by both
                  parties.

         B.       In the event Distributor is late in the payment of any
                  invoice, CCI may charge interest AT THE RATE OF 1% PER MONTH
                  and/or discontinue shipments and/or place Distributor on a COD
                  or prepayment basis.


XV.      DISTRIBUTORS RIGHT TO SUBLICENSE

         Distributor is authorized and has the right to enter into sublicensing
         agreements and/or distribution agreements with third parties provided
         that said agreements contain the essential terms and conditions of this
         Agreement as they relate to the protection of the rights of CCI,
         including but not limited to: confidentiality requirements, payment
         terms and conditions, and obligations of Distributor. The sublicense's
         and distributors shall be listed on the Registration Form attached as
         Schedule 2.


XVI.     CANCELLATION AND RESCHEDULING OF ORDERS

         CCI and Distributor recognize that the calculation of damages resulting
         from cancellation or rescheduling of an order would be difficult to
         determine. Accordingly, the parties agree upon the following schedule
         of charges pursuant to which CCI will accept cancellation of
         rescheduling of any order from Distributor.

         A.       CANCELLATION: Distributor may cancel in whole or in part any
                  order previously accepted by CCI, providing that Distributor
                  reimburses CCI for any expenses

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                  incurred by CCI in connection with such order and
                  cancellation. Notwithstanding the foregoing, in the event
                  cancellation by Distributor is due to delay or defective
                  product on the part of CCI, Distributor will pay no fees,
                  charges or expenses whatsoever.

         B.       RESCHEDULING: Distributor may reschedule the shipment date of
                  any order previously accepted by CCI by not more than thirty
                  (30) days by giving written notice to CCI received more than
                  five (5) business days prior to the scheduled shipment date.
                  CCI will accept any subsequent rescheduling of the same order
                  by written notice to CCI received more than five (5) business
                  days prior to the scheduled shipment date only if accompanied
                  by payment of any expenses incurred by CCI in connection with
                  such rescheduling.


XVII.    DELIVERY

         A.       Delivery for all Products will be F.O.B. from CCI's staging
                  warehouse or the manufacturer, as appropriate ("Delivery").
                  CCI shall not be liable for any delay in Delivery unless such
                  delay is due to the acts or omissions of CCI.

         B.       Prices are F.0 B.. and are exclusive of all taxes and duties.
                  Distributor shall pay all taxes and duties associated with the
                  sale of Products and Services, including sales, use, but
                  exclusive of taxes based on CCI's net income. Any tax or duty
                  CCI may be required to collect or pay upon the sale or
                  delivery of Products shall be paid by the Distributor and such
                  sums shall be due and payable to CCI upon delivery.


XIX.     PRODUCT SPECIFICATION CHANGES

                  CCI reserves the right to make changes in design or
                  improvements to the Product. CCI agrees that it will consult
                  with Distributor regarding any such changes and agrees to
                  coordinate the timing of implementing any such changes with
                  Distributor. CCI is not obligated to make any such changes to
                  the Product previously delivered to Distributor.


XX.     SOFTWARE PRODUCT LICENSE

                  Unless otherwise stated, CCI grants Distributor a
                  nontransferable, non-exclusive license to use its software
                  programs for the purpose of the operation of the Product with
                  customers only. The software provided by CCI is subject to the
                  following provisions:

         A.       CCI retains title to all software and/or firmware programs.

         B.       Distributor agrees not to copy, duplicate or otherwise
                  reproduce, disclose sub-license or sell any CCI-supplied
                  software and/or firmware program.


XXI.     TITLE AND RISK OF LOSS

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         Each accepted purchase order constitutes separate sales contract based
         on the prices; terms and conditions set forth in this Agreement or as
         amended from time to time in accordance with this Agreement. Title to
         the Product, parts and components sold under each purchase order and
         the risk of loss or damages to the Product will pass from CCI to
         Distributor at the time that the Product is properly loaded on a
         carrier for shipment.

XXII.    PRODUCTS WARRANTY

         A.       The Product sold by CCI and purchased by Distributor under
                  this Agreement is covered by CCI's standard warranty, one year
                  parts and labor (copy to be supplied)("CCI Warranty"). CCI
                  reserves the right to modify such warranty on prior written
                  notice to Distributor.

         B.       In addition to the CCI Warranty, CCI will use reasonable
                  efforts to obtain and pass through to Distributor's customers
                  all available warranties obtained from manufacturers of the
                  Products and/or the components of the Products.

         C.       EXCEPT AS SPECIFICALLY PROVIDED HEREIN. NO WARRANTIES,
                  EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY
                  AND FITNESS FOR A PARTICULAR PURPOSE ARE BEING MADE HEREIN.
                  CCI NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME
                  FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE,
                  INSTALLATION OR USE OF THE PRODUCTS. NO REPRESENTATION OR
                  OTHER AFFIRMATION OF FACT INCLUDING BUT NOT LIMITED TO
                  STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR
                  PERFORMANCE OF PRODUCTS, WHETHER MADE BY CCI EMPLOYEES OR
                  OTHERWISE, WHICH IS NOT CONTAINED HEREIN, SHALL BE DEEMED TO
                  BE A WARRANTY BY CCI FOR ANY PURPOSE, OR GIVE RISE TO ANY
                  LIABILITY OF CCI WHATSOEVER.

         D.       CCI SHALL HAVE NO LIABILITY FOR SPECIAL, INCIDENTAL OR
                  CONSEQUENTIAL DAMAGES.

         E.       Distributor shall not make any other direct or indirect
                  representations or warranties, expressed or implied on behalf
                  of CCI. In the event Distributor does make any such
                  unauthorized representation or warranties, expressed or
                  implied, in connection with the sale, distribution or handling
                  of the Product, Distributor shall hold harmless and indemnify
                  CCI for any expenses (including counsel fees), claims,
                  damages, settlements or liability of any nature whatsoever
                  arising out of such unauthorized representation of
                  Distributor.


XXIII.   LIMITATION OF LIABILITY

         A.       EXCEPT AS EXPRESSLY PROVIDED HEREIN, CCI SHALL NOT BE LIABLE
                  FOR ANY LOSS OR DAMAGE CLAIMED TO HAVE RESULTED FROM USE,
                  OPERATION OR PERFORMANCE OF THE PRODUCT AND REGARDLESS OF THE
                  FORM OF ACTION. [EXCEPT FOR LOSS OR DAMAGE CAUSED BY THE SOLE
                  GROSS NEGLIGENCE OF CCI.]

                                 Page 12 of 16

<PAGE>

         B.       IN NO EVENT SHALL CCI BE LIABLE TO DISTRIBUTOR OR ITS END-USER
                  CUSTOMERS FOR (1) ANY SPECIAL, INDIRECT, INCIDENTAL OR
                  CONSEQUENTIAL DAMAGES (ii) ANY DAMAGES RESULTING FROM LOSS OF
                  USE, DATA OR PROFITS, OR (iii) ANY CLAIM, WHETHER IN CONTRACT
                  OR TORT, THAT AROSE MORE THAN ONE YEAR PRIOR TO INSTITUTION OF
                  SUIT THEREON, EVEN IF CCI WAS ADVISED, KNEW, OR SHOULD HAVE
                  KNOWN OF THE POSSIBILITY THEREOF.

         C.       THE FOREGOING LIMITATIONS ON LIABILITY SHALL BE EFFECTIVE,
                  EVEN IF THE REMEDIES PROVIDED HEREIN FAIL IN THEIR ESSENTIAL
                  PURPOSE. [CCI LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE
                  PRICE OF THE PRODUCTS PURCHASED.]


XXIV.    JOINT MARKETING PROGRAM

         CCI and Distributor shall cooperate in establishing a marketing
         program and Marketing budget for the marketing and sales of the
         Machines, which shall include a minimum of 3 trade shows and other
         appropriate events. The parties shall share expenses related to
         these activities equally, except for personal travel, which shall be
         paid by each party for its own employees. As consideration for the
         sharing of expenses, CCI agrees that it will pass to Distributor, on
         a weekly basis, inquires it receives regarding distributorships,
         licensing arrangements and individual purchase requests for the
         Machine and CCI and Distributor agree that any fees Distributor
         receives in connection with sub-license agreements or
         distributorships (which result from inquiries provided by CCI),
         Distributor shall retain the first $10,000 of each sub-license
         and/or distributorship fee and the balance of said fees will be
         shared equally between CCI and Distributor.

XXV.     INSERTION OF SOFTWARE SERVICES

         CCI shall have the exclusive right to determine services provided by
         the Machine and the exclusive right to add or delete services from
         the software menu and Distributor shall have no right to add
         services or utilize the soft ware of CCI for any reason whatsoever,
         without the prior consent of CCI which may be withheld for any
         reason or for no reason; provided, however, in the event CCI
         determines in its sole and absolute discretion to utilize a software
         and/or a service introduced by Distributor, CCI will negotiate in
         good faith a licensing arrangement providing for the utilization of
         said software and/or services at that terms such as ownership,
         retention, licensing fees, royalties etc.

XXVI.    OTHER AGREEMENTS

         SITE LOCATION AGREEMENTS (ATTACHED HERETO AS EXHIBIT C)

         AGREEMENT WITH RBSA (ATTACHED HERETO AS EXHIBIT D)

                                 Page 13 of 16

<PAGE>

THESE AGREEMENTS WILL BE INCORPORATED BY REFERENCE HEREIN AND MADE A PART OF
THIS AGREEMENT.


XXVII.   GENERAL PROVISIONS

         A.       The parties agree to execute any further documents and
                  Instruments, which are necessary to effect the substance and
                  intent of this Agreement.

         B.       If any part of this Agreement is construed as
                  unconstitutional, illegal or otherwise invalid by a court of
                  competent jurisdiction, the invalid part shall in no way
                  invalidate the effectiveness of the remainder of this
                  Agreement.

         C.       This Agreement contains all of the Agreements, representations
                  and conditions made by and between the parties. None of the
                  parties shall be liable as a result of reliance upon any
                  statements or representations not contained in this Agreement,
                  or which contradict the expressed contractual language of this
                  Agreement.

         D.       Each party to this Agreement shall have sole responsibility
                  for fulfilling its respective commitments and obligations to
                  the appropriate local, state and federal taxing authorities,
                  as a result of this Agreement and any payments made or
                  received hereunder.

         E.       Notice shall be deemed given (i) when received, if hand
                  delivered and a receipt is executed or (ii) when receipt is
                  executed, if given in writing and actually delivered or
                  deposited in the United States Mail in registered or certified
                  form with return receipt requested postage paid (iii) or
                  received on CCI's Corporate Office facsimile machine given
                  below. All notices shall be given to the notified party at the
                  address given below. The address for notice may be changed by
                  notice.

                                        CHECK CENTRAL, INC.
                                         7084 Miramar Road
                                        San Diego, CA 92121
                                PH#:619-566-9604 FAX#:619-566-9796

         H.       Each party to this Agreement shall execute all instruments and
                  documents and take all actions as may be reasonably required
                  to effectuate this Agreement.

         I.       For purposes of venue and jurisdiction, this Agreement shall
                  be deemed made and to be performed in the City of San Diego,
                  State of California.

         J.       This Agreement may be executed in counterparts, each of which
                  shall be deemed an original and all of which together shall
                  constitute one document. The facsimile signatures of the
                  parties shall be deemed to constitute original signatures, and
                  facsimile copies hereof shall be deemed to constitute
                  duplicate original counterparts.

                                 Page 14 of 16

<PAGE>

         K.       Whenever the context so requires in this Agreement all words
                  used in the singular shall be construed to have been used in
                  the plural (and vice versa), each gender shall be construed to
                  include any other genders, and the word "person" shall be
                  construed to include a natural person, a corporation, a firm,
                  a partnership, a joint venture, a trust, an estate, or any
                  other entity.

         L.       The provisions of this Agreement shall be valid and
                  enforceable to the fullest extent permitted by law. If any
                  provision of this Agreement or the application of such
                  provision to any person or circumstance shall, to any extent,
                  be invalid or unenforceable, the remainder of this Agreement,
                  or the application of such provision to persons or
                  circumstances other than those as to which it is held invalid
                  or unenforceable, shall not be affected by such invalidity or
                  unenforceability, unless such provision or the application of
                  such provision is essential to the Agreement.

         M.       This Agreement may be modified only by an agreement in writing
                  executed by the parties to this Agreement, against whom
                  enforcement of such modification is sought.

         N.       This Agreement contains the entire Agreement between the
                  parties to this Agreement with respect to the subject matter
                  herein and supersedes all prior understandings, agreements,
                  representations and warranties, if any, whether oral or
                  written, express or implied, with respect to said subject
                  matter.

         0.       Any waiver of default under this Agreement must be in writing
                  and shall not be a waiver of any other default concerning the
                  same or any other provision of this Agreement. No delay or
                  omission in the exercise OF any rights or remedies shall
                  impair its right of remedy or be construed as a waiver. A
                  consent to or approval of any act shall not be deemed to waive
                  or render unnecessary consent to or approval of any other or
                  subsequent act.

                                 Page 15 of 16

<PAGE>

         P.       Each party to this Agreement and its counsel have reviewed and
                  revised this Agreement. The rule of construction that any
                  ambiguities are to be resolved against the drafting parties
                  shall not be employed in the interpretation of this Agreement
                  or of any amendments or exhibits to this Agreement



         IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the day and year set forth herein below.



CHECK CENTRAL, INC.                                SMARTCASH, ATM LTD.


By:________________________                        By:_________________________
                  Signature                                           Signature

Name:______________________                        Name:_______________________
             (Please print)                                      (Please print)

Title:_____________________                        Title:______________________

Date:______________________                        Date:_______________________


ATTACHMENTS:

                 Exhibit A - Products
                 Exhibit B - Site Location Agreement


                                 Page 16 of 16