EXHIBIT 10(a)

EMPLOYMENT  AGREEMENT  BY AND BETWEEN THE COMPANY AND  Georgios  Polyhronopoulos
DATED  May  16,  1998  EMPLOYMENT   AGREEMENT  THIS  EMPLOYMENT  AGREEMENT  (the
"Agreement"), effective as of the 1st day of May 1998, by and between Card-Smart
Corp, a Nevada corporation with its principal place of business located at 38820
N. 25th  Avenue,  Phoneix,  AZ 85027  (hereinafter  referred to as  "Company" or
"Employer")  and  Georgios  Polyhronopoulos  (hereinafter  referred  to  as  the
"Employee").  The Company  hereby  employs the Employee and the Employee  hereby
accepts employment on the terms and conditions hereinafter set forth.

1.   Term.

Subject to the provisions for termination hereinafter provided, the initial term
of this Agreement  shall commence on May 15, 1998 and terminate on May 15, 2000,
and shall  continue  hereafter on a year to year basis unless  terminated by the
Company by delivery of written notice to the Employee not later than thirty (30)
days prior to the date for termination as indicated in said notice.

2.   Compensation and Performance Review

The  employee  shall  receive a salary of  $12,000  per year,  paid on a monthly
basis.

3.   Duties.

Employee  is  engaged  as the  President,  Chief  Executive  Officer,  and Chief
Financial  Officer of the Company.  In such capacities,  Employee shall exercise
detailed  supervision  over the operations of the Company subject,  however,  to
control  by the Board of  Directors.  The  Employee  shall  perform  all  duties
incident to the title of President, Chief Executive Officer, and Chief Financial
Officer and such other duties as from time to time may be assigned to him by the
Board of Directors.

                                  1
<PAGE>

4.   Best Efforts of Employee.

The Employee shall devote his best efforts to the business of the Company and to
all of the duties  that may be required  by the terms of this  Agreement  to the
reasonable  satisfaction  of the  Company.  The  Employee  shall  at  all  times
faithfully,  with  diligence  and to the  best of his  ability,  experience  and
talents, perform all the duties that may be required of and from his pursuant to
the express and implicit  terms  hereof to the  reasonable  satisfaction  of the
Company.  Such  services  shall be rendered at such other place or places as the
Company  shall in good faith  require or as the  interest,  needs,  business  or
opportunity of the Company shall require.  The Employee  agrees not to engage in
any  employment or  consulting  work or any trade or business for his account or
for or on behalf of any other person, firm or corporation,  which would conflict
with the operations of the Company's business, unless the Employee obtains prior
written consent from the Board of Directors of the Company.

5.   Working Facilities.

The Employee shall be furnished with all such  facilities and services  suitable
to his position and adequate for the  performance  of his duties.  In this case,
the Employee is utilizing their own facilities at no cost to the Company.

6.   Expenses.

The  Employee is  authorized  to incur  reasonable  expenses for  promoting  the
business of the Company, including his out-of-pocket expenses for entertainment,
travel and similar items.  The Company shall reimburse the Employee for all such
expenses on the presentation by the Employee,  from time to time, of an itemized
account of such  expenditures in accordance with the guidelines set forth by the
Internal Revenue Service for travel and entertainment.

7.   Vacation.

The Employee  shall be entitled  each year to a vacation of a reasonable  amount
during which time his compensation,  as described above,  shall be paid in full,
that  is,  provided  he  is  receiving   compensation  based  on  the  incentive
performance program described above.

8.   Disability.

     (a)  Should the Employee, by reason of illness or incapacity,  be unable to
          perform  his job for a period  of up to and  including  a  maximum  of
          twelve (12)  months,  the  compensation  payable to his for and during
          such  period  under this  Agreement  shall be  unabated.  The Board of
          Directors  shall have the right to  determine  the  incapacity  of the
          Employee   for  the   purposes  of  this   provision,   and  any  such
          determination  shall be evidenced by its written opinion  delivered to
          the Employee.  Such written  opinion shall specify with  particularity
          the reasons supporting such opinion and be manually signed by at least
          a majority of the Board.

     (b)  The Employee's  compensation  hereafter  shall be reduced to zero. The
          Employee shall receive full compensation upon his return to employment
          and  regular  discharge  of his  full  duties  hereunder.  Should  the
          Employee  be  absent  from his  employment  for  whatever  cause for a
          continuous  period of more than 365  calendar  days,  the  Company may
          terminate this Agreement and all obligations of the Company  hereunder
          shall cease upon such termination.

                                   2
<PAGE>

9.   Termination.

     (a)  The Company may terminate  this Agreement with cause at any time under
          immediate notice to the Employee thereof,  and such notice having been
          given, this Agreement shall terminate in accordance therewith. For the
          purpose of this  section,  "cause"  shall be  defined as meaning  such
          conduct by the Employee which  constitutes in fact and/or law a breach
          of  fiduciary  duty or  felonious  conduct  having the effect,  in the
          opinion of the Board of Directors,  of materially  adversely affecting
          the Company and/or its reputation.

     (b)  The Company may terminate  this  Agreement  without cause by giving 90
          days  written  notice to the  Employee,  and such  notice  having been
          given, this Agreement shall terminate in accordance therewith.

     (c)  The Employee may terminate this  Agreement  without cause by giving 90
          days written notice to the Company, and such notice having been given,
          this Agreement shall terminate in accordance therewith.

     (d)  In the event of termination  herein, the Employee shall be entitled to
          receive  compensation based upon his prorated incentive  compensation,
          up and until the date of  termination.  After the date of termination,
          the Employee shall not be entitled to receive additional  compensation
          of any kind or nature from the Employer and all benefit and  incentive
          programs then in place shall terminate.

10.  Confidentiality.

The Employee  shall not divulge to others any  information  he may obtain during
the course of his  employment  relating to the  business of the Company  without
first obtaining written permission of the Company.

11.  Notices.

All notices, demands, elections,  opinions or requests (however characterized or
described)  required or authorized  hereunder shall be deemed given sufficiently
if in writing and sent by registered or certified mail, return receipt requested
and postage  prepaid,  or by tested telex,  telegram or cable to, in the case of
the Company:  Card-Smart Corp, 38820 N. 25th Avenue,  Phoenix,  AZ 85027, and in
the  case of the  Employee:  Georgios  Polyhronopoulos,  38820 N.  25th  Avenue,
Phoenix, AZ 85027

12.  Assignment of Agreement.

No party may assign or otherwise transfer this Agreement or any of its rights or
obligations hereunder without the prior written consent to  such  assignment  or
transfer by the other party hereto; and all the  provisions  of  this  Agreement
shall be binding upon  the  respective  employees, delegates, successors,  heirs
and assigns of the parties.


                                        3
<PAGE>
13.  Survival of Representations, Warranties and Covenants.

This  Agreement  and  the  representations,   warranties,  covenants  and  other
agreements  (however  characterized  or  described)  by both parties  hereto and
contained  herein or made  pursuant to the  provisions  hereof shall survive the
execution  and delivery of this  Agreement and any  inspection or  investigation
made at any time with respect to any thereof until any and all monies, payments,
obligations and liabilities which either party hereto shall have made,  incurred
or become  liable for  pursuant to the terms of this  Agreement  shall have been
paid in full.

14.  Further Instruments.

The parties  shall  execute and deliver any and all such other  instruments  and
shall take any and all such  other  actions as may be  reasonably  necessary  to
carry the intent of this Agreement into full force and effect.

15.  Severability.

If any provisions of this Agreement shall be held,  declared or pronounced void,
violable,  invalid,  unenforceable or inoperative for any reason by any court of
competent  jurisdiction,   government  authority  or  otherwise,  such  holding,
declaration or  pronouncement  shall not affect adversely any other provision of
this  Agreement,  which shall  otherwise  remain in full force and effect and be
enforced  in  accordance  with  its  terms  and  the  effect  of  such  holding,
declaration or  pronouncement  shall be limited to the territory or jurisdiction
in which made.

16.  Waiver.

All the rights and remedies of either party under this  Agreement are cumulative
and not exclusive of any other rights and remedies  provided by law. No delay or
failure  on the part of  either  party in the  exercise  of any  right or remedy
arising  from a breach  of this  Agreement  shall  operate  as a  waiver  of any
subsequent  right or remedy arising from a subsequent  breach of this Agreement.
The consent of any party where required hereunder to any act of occurrence shall
not be deemed to be a consent to any other act of occurrence.

17.  General Provisions.

This Agreement shall be construed and enforced in accordance  with, and governed
by,  the laws of the State of  Arizona.  Except as  otherwise  expressly  stated
herein, time is of the essence in performing hereunder.

This  Agreement  embodies the entire  agreement  and  understanding  between the
parties and supersedes all prior  agreements and  understanding  relating to the
subject matter hereof,  and this Agreement may not be modified or amended or any
term of provision  hereof waived or discharged  except in writing  signed by the
party against whom such amendment,  modification,  waiver of discharge is sought
to be enforced.  The headings of this Agreement are for convenience in reference
only and shall not limit or otherwise affect the meaning thereof.

The Agreement may be executed in any number of counterparts, each of which shall
be deemed an original but all of which taken together  shall  constitute one and
the same instrument.


                                        4
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

THE COMPANY:                         THE EMPLOYEE:
Card-Smart Corp,                     Georgios Polyhronopoulos

/S/ Larry L. Richardson              /S/ Georgios Polyhronopoulos
---------------------------          -----------------------------
Witnessed:
Corporate Secretary


                                        5
<PAGE>