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                            Cash Management Agreement

         This Agreement ("Agreement") is made and entered into this 6th day of
May, 1999 between American ATM Corp ("ATM Owner"), a Florida corporation
(corporation/partnership/sole partnership) whose principal place of business is
located at 5061 North Dixie Highway, Boca Raton, FL 33431 and Lynk Systems,
Inc., a Georgia corporation, with principal offices at 600 Morgan Falls Road,
Suite 260, Atlanta, GA 30350 ("Operator").

         WHEREAS, ATM Owner is the owner of the Automated Teller Machine
equipment ("ATM's); and

         WHEREAS, ATM Owner desires Operator to provide cash management services
that include cash ("Rent Cash") and other related services to one or more ATM's
set forth in Exhibit A;

         NOW, THEREFORE, in consideration of the premises, the premises set
forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    SECTION 1
                                   Definitions

         The following term shall have the following meanings when used herein:

         1.       "Regulation E" shall mean Regulation E governing Electronic
                  Funds Transfers, as promulgated by the Board of Governors of
                  the Federal Reserve System and as found at 12 DGR Section
                  205.1 et seq,

         2.       "Funding Bank" is the bank responsible for providing Rent Cash
                  for the ATM's owned by ATM Owner and whose cash requirements
                  are to be managed by Operator.

         3.       "Correspondent Bank Account" shall mean the account(s)
                  maintained solely by Funding Bank through which Rent Cash is
                  disbursed to bonded cash transfer service organizations
                  ("Armored Services") in accordance with written instructions
                  from Operator under this Agreement and into which returned
                  cash is deposited by the contract Armored Services.

         4.       "Prime Rate" shall mean the current prime rate as reported in
                  the Wall Street Journal as set forth on the first business day
                  of the month following the Funding Month, as hereinafter
                  defined.

         5.       "Cash Management Expenses", as defined further in Section 4
                  below, shall mean any fees earned by Operator in accordance
                  with this Agreement and expenses paid by Operator on behalf of
                  ATM Owner to third parties.


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                                    SECTION 2
                             Duties of the ATM Owner

2.1      Compliance with Applicable Rules and Regulations. ATM Owner shall at
         all times abide by, operate in accordance with and comply with all
         applicable network rules and regulations and all applicable banking
         laws and regulation, including Regulation E, as well as rules and
         stipulations of this Agreement and Funding Bank.

2.2      Liability of ATM Owner to Funding Bank. ATM Owner acknowledges and
         agrees that it is reasonable for any and all obligations which are
         imposed upon Funding Bank relating to the funding of ATM's whether by
         Network Armored Service or others under applicable laws and
         regulations.

2.3      Relocation of ATM's. In the event that ATM Owner determines in its sole
         discretion that one or more ATM's are not generating adequate volume to
         support continued operation in a location, ATM Owner may, upon prior
         written notice to Operator and payment of a processing termination fee
         set forth in Exhibit B, relocate ATM's to another location of its
         choice. Relocation of ATM's shall e treated as a new installation in
         accordance with Exhibit B.

2.4      Insure Hardware.  ATM Owner will provide insurance on ATM hardware.

2.5      Escrow Account. ATM Owner agrees to establish and fund a non-interest
         bearing Escrow Account which at all times hereafter shall have a
         minimum monthly balance equal to the greater of $10,000 or one (1)
         month's projected Cash Management Expenses as described in Exhibit B
         and Addendums attached hereto ("Escrow Account"). In the event ATM
         Owner fails to pay invoices as required under this Agreement. Operator
         may terminate this Agreement and deduct outstanding invoices incurred
         by Operator on behalf of ATM Owner. Operator has the right to review
         the Cash Management Expenses on a quarterly basis and may require ATM
         Owner to increase or decrease the amount of the Escrow Account,
         depending upon Cash Management Expenses incurred by Operator. If at any
         time the Escrow Account fails to __________ less than fifty percent
         (50%) of the amount specified in Exhibit B. ATM Owner shall promptly
         restore the amount of the Escrow Account to the full amount. If AMT
         Owner fails to restore such amount within fifteen (15) days of receipt
         of notice thereof from Operator, Operator may immediately terminate
         this Agreement. Within sixty (60) days of any termination of this
         Agreement , Operator will reimburse ATM Owner the amount that remains
         in the Escrow Account less any outstanding invoices and expenses
         incurred by Operator on behalf of ATM Owner.



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                                    SECTION 3
                               Duties of Operator


3.1      Cash Management of ATM's. Operator will provide the following services
         to ATM owner either directly or indirectly through third party
         agreement(s).

         (a)      Operator will contract with a Funding Bank to provide Rent
                  Cash
         (b)      Operator or Funding Bank will provide insurance on Rent
                  Cash.Such insurance shall include all risk of loss or damage
                  to the Rent Cash, excluding that caused by ATM Owner or the
                  Armored Services provider contracted by Operator. The
                  deductible shall be as set forth in Exhibit B.
         (c)      Operator or Funding Bank will establish Correspondent Bank
                  Accounts at locations within the proximity to ATM's owned by
                  ATM Owner.
         (d)      Operator will establish and maintain contracts for Armored
                  Services and first line maintenance for ATM Owner.
         (e)      Operator will order Rent Cash, schedule replenishment, contact
                  Armored Services, first line or second line companies for
                  unscheduled visits and return surplus cash as needed.

3.2      Processing of ATM Transactions. Under a separate Processing Agreement,
         Operator will process transactions for all of the ATM's covered for
         services hereunder.

3.3      Establishment of Services. Upon receipt of all _______ information
         provided in Exhibit A from ATM Owner, Operator has up to forty-five
         (45) days to establish contracts with third party vendors and bring the
         ATM into operation with Rent Cash.

3.4      Handling of Physical Cash. Excluding the maintenance services provided
         by ATM Owner, Operator shall at all times have sole and complete
         control of and over the Rent Cash and may determine who and under what
         circumstances other persons or entities may have access to the Rent
         Cash.

                                    SECTION 4
                                    Expenses

         Cash Management Expenses earned directly by Operator or paid by
Operator on behalf of ATM Owner include but are not limited to:

4.1      Armored Services. ATM Owner shall be responsible for and reimburse
         Operator for all expenses incurred by Operator for Armored Services
         provided at ATM's. Included in these expenses are charges for emergency
         cash replenishment.

4.2      First Line Maintenance. ATM Owner shall be responsible for and
         reimburse Operator for all expenses incurred by Operator relating to
         the contract with the provider of first line maintenance, which
         services include, but shall not be limited to clearing paper and bills


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         jams , supply replenishment and services required to return ATM's to
         operational status.

4.3      Cash Management Fees. ATM Owner agrees to pay Operator the monthly
         per-ATM fees assessed by Operator in accordance with Exhibit B. The
         Cash Management Fee includes overhead to Operator for its activities
         hereunder, including managing, overseeing and being responsible for any
         subcontracted services and service providers.

4.4      Funding Fee. ATM Owner shall be responsible for and reimburse Operator
         for all expenses incurred by Operator for Rent Cash ("Funding Fees"),
         which shall be calculated as follows: the average daily balance of all
         Rent Cash provided by Funding Bank to ATM's during the month shall be
         multiplied by the number of days in the Funding Month, which result is
         then divided by 365. The Funding Fee will begin accruing the day the
         Funding Bank initiates a wire to replenish ATM's and will end on (and
         include) the day the Funding Bank receives Rent Cash removed from
         ATM's.

4.5      Correspondent Bank Account(s). ATM Owner shall be responsible for and
         reimburse Operator for all expenses incurred by Operator related to the
         maintenance of all Correspondent Bank Account(s). ATM Owner
         acknowledges and agrees that these fees are not fixed and may vary from
         month to month depending on the activity on the account.

4.6      Rent Cash Insurance. ATM Owner shall be responsible for and reimburse
         Operator for all expenses incurred by Operator for all insurance
         premiums paid by Operator on behalf of ATM Owner. In the event of a
         loss or claim, ATM Owner shall be responsible for any deductibles on
         the ATM funding related to the claim. See Exhibit B for deductible
         amount.

4.7      Payment of Expenses. ATM Owner authorizes Operator to set off
         accumulated monthly Cash Management Expenses against Residuals due ATM
         Owner from Network Interchange revenues collected by Operator per the
         ATM Processing Agreement. Any shortage of revenue to cover expenses
         will result in Operator submitting an invoice to ATM Owner. Such
         invoice shall be payable net ten (10) days from receipt of invoice. Any
         revenue surplus will be mailed in the form of a check to ATM Owner
         within fifteen (15) business days. If at any time ATM Owner fails to
         pay for Cash Management Expenses detailed in invoices produced by
         Operator, or if Agreement is terminated for cause, Operator reserves
         the right to deduct invoice amounts from Escrow Account.



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                                    SECTION 5
                                 Indemnification

5.1      Indemnification by ATM Owner. ATM Owner agrees to indemnify, defend and
         hold harmless Operator, its officers, directors, employees, agents,
         affiliates and assigns from and against any and all losses, cost,
         claims, damages, fines, penalties, expenses (including attorney's fees)
         or liabilities that may occur as a result of (i) any failure of ATM
         Owner, or of any entity owner or controlled by ATM Owner or with whom
         ATM Owner contracts to fulfil any of ATM Owner's duties or obligations
         under this Agreement or under the Bylaws and Operating Regulations;
         (ii) ATM Owner's compliance with the terms of or its duties under this
         Agreement, including contracting with third; (iii) any failure to
         comply with applicable laws, rules or regulations; or (iv) otherwise in
         respect of or resulting from Operator's funding of ATM's Owner's ATM's.

5.2      Indemnification by Operation. Operator agrees to indemnify and hold
         harmless ATM Owner and its officers, directors, employees, agents,
         affiliates and permitted assigns from and against any al all losses,
         costs, claims, damages, fines, penalties, expenses (including
         attorney's fees) or liabilities they may incur arising out of any
         breach by Operator of its obligations under this Agreement.

                                   SECTION 6
                              Term and Termination

6.1      Term. Except as otherwise provided herein, the term of this Agreement
         shall be five (5) years from date of execution by both parties
         ("Term"), which Term shall automatically renew for successive periods
         of five (5) years unless terminated in writing by either party at least
         sixty (60) days prior to the expiration of the then-current five
         (5)-year term.

6.2      Right to Terminate Upon Breach. Either Party to this Agreement may
         terminate this Agreement upon a breach of any of its terms, which
         breach may include, but shall not be limited to any of the following:

         (a)      The failure of either Party to this Agreement to cure a breach
                  within thirty (30) days of receipt from the non-breaching
                  party of written notice thereof;

         (b)      If either Party (i) becomes insolvent; (ii) fails to pay its
                  debts or perform its obligations in the ordinary course of
                  business as they mature; or (ii) becomes this subject of any
                  voluntary or involuntary proceeding in bankruptcy,
                  liquidation, dissolution, receivership, attachment or
                  composition for the benefit of creditors, and the Party
                  terminating this Agreement provides written notice thereof to
                  such other Party.

         (c)      ATM Owner or its representative accesses the vault section of
                  an ATM for services or maintenance in the absent of a
                  representative of the Armored Service providing services to
                  the ATM.



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         Upon occurrence of a breach, all Rented Cash will be removed from the
ATM's immediately.

6.3      Right to Terminate by Funding Bank. Notwithstanding anything to the
         contrary contained herein, Funding Bank shall have the right to
         terminate the agreement with Operator, upon which occurrence Operator
         may terminate this Agreement with ATM Owner, in the event (a) any
         federal or state regulatory agency with authority over Funding Bank
         requires or requests, in writing, that Funding Bank terminate the
         Agreement; (b) the Board of Directors of Funding Bank, its parent
         holding company or any federal or state regulatory agency with
         authority over Funding Bank, determines that Funding Bank's continued
         performance under the terms of this Agreement would constitute an
         unsafe or unsound banking practice, and so certifies to ATM Owner in
         writing, or (c) the President of Funding Bank determines in his sole
         discretion, that Funding Bank could be exposed to potential financial
         risks or (d) the armored car service violates or does not comply with
         the ARMORED CAR SERVICE ADDENDUM. Termination shall become effective
         under Subsection (a) three (3) months after written notice unless, in
         the event of a "required" termination, the regulatory agency requiring
         or requesting termination specifies a termination date less than three
         (3) months after written notice, in which event termination shall
         become effective as required or requested by the agency. Termination
         shall become effective under Subsections (b) and (c) thirty (30) days
         after written notice to ATM Owner.

6.4      Right to Terminate for Non-Payment. If ATM Owner fails to pay any
         unpaid fees or other amounts due Operator after fifteen (15) days'
         written demand, Operator may terminate this Agreement without further
         notice.

6.5      Effect of Termination. Notwithstanding anything to the contrary
         contained herein, in the event of any termination of this Agreement.,
         the obligations of ATM Owner under Section 4 and 5 of this Agreement
         for fees, expenses or other obligations incurred prior to the effective
         date of termination, shall survive termination of this Agreement. ATM
         Owner shall also be responsible for all post-termination fees resulting
         from retrieval of Rented Cash from ATM's.

                                    SECTION 7
                               General Provisions

7.1      Notices. Notices to either party shall be considered delivered when
         mailed registered or certified mail, return receipt requested, to the
         address below; or to such other address specified by each of the
         parties from time to time:

         If to Lynk Systems:
         Lynk Systems, Inc.
         600 Morgan Falls Road, Suite 260
         Atlanta, GA 30350




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         Attn: Steve Stevenson

         If to ATM Owner:
         American ATM Corp.
         5061 North Dixie Highway
         Boca Raton, FL 33431

7.2      Assignment. ATM Owner agrees that an assignment of this Agreement may
         not occur without the prior notification and written consent of
         Operator, such consent not to be reasonably withheld.

7.3      Entire Agreement. This Agreement together with any other documents
         referred to herein, constitutes the entire agreement between the
         parties relating to the subject matter hereof, and may not be changed
         orally but only by a written instrument signed by an authorized officer
         of each party.

7.4      Modification. This Agreement may not be modified or amended except by
         an instrument in writing executed by each of the parties hereto.

7.5      Waivers. One or more waivers of any covenant by Merchant of Operator
         hereunder shall not be construed as a waiver of a subsequent breach of
         the same or any other covenant or condition herein. The waiver or
         exercises of any legal right hereunder shall not be construed as waiver
         of any other action or right Merchant or Operator may have pursuant to
         the terms of this Agreement or otherwise.

7.6      Headings. The descriptive section headings in this Agreement are for
         purposes of reference only and shall not limit or affect ant of the
         terms herein.

7.7      Force Malcum. Notwithstanding any other provision of this Agreement,
         the requirement that a party perform any act or fulfill any requirement
         of this Agreement by a time certain hereunder may be fulfilled at a
         subsequent time if the delay arises out of any of the following causes
         beyond the control and without the fault or negligence of the party
         (the "Relying Party") otherwise chargeable with the delay, an act of
         civil or military authority, fire, lock-out or other labor dispute,
         flood, war, riot, theft, earthquake, natural disaster, default of
         common carrier, or other cause beyond the control of the Relying Party,
         provided however that the Relying Party shall notify the other party
         promptly of the delay and its cause.

7.8      Governing Laws Consent for Jurisdiction. This Agreement shall be
         governed by, interpreted and construed in all respects in accordance
         with and under the laws of the State of Georgia. The Parties hereto
         irrevocably consent to the jurisdiction of the state and federal courts
         located in Atlanta, Georgia, and agree that any action, suit or
         proceeding (except actions for injunctive relief, which actions may be
         brought in any applicable jurisdiction) by or between the Parties
         hereto shall be brought in any court in Atlanta, Georgeia, waiving any
         objection which the party may now or hereafter have to



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         the choice of forum whether such objection is based upon lack of
         personal jurisdiction, improper forum, forum non conveniens or any
         other ground.

7.9      Each of the Parties hereto hereby irrevocably consents to the service
         of process outside of the territorial jurisdiction of said counts by
         mailing copies hereof by registered or certified mail, postage prepaid
         to such Party's last known address with the same effect as if the Party
         were a resident, of the State of Georgia and had been lawfully served
         in such State. Nothing in this Agreement shall affect the right to
         service of process in any other manner permitted by law. Each of the
         Parties hereto further agrees that the final judgment against it in any
         such action or proceeding shall be conclusive and may be enforced in
         any other jurisdiction within or outside the State of Georgia by suit
         on the judgment, a certified or examplified copy of which constituting
         conclusive evidence of he fact and the amount of such judgment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.


LYNK SYSTEMS, INC.                            AMERICAN ATM CORP.
Operator                                      ATM Owner


By: /s/ [illegible]                           By:  /s/ Carmen Panizzi
    -------------------------------              ------------------------------

Name: MP Stevenson                            Name:   Carmen Panizzi
     ------------------------------                 ---------------------------

Title: CFO                                    Title:      V.P. ATM Operations
      -----------------------------                  --------------------------

Date: 5-7-99                                  Date:      5/6/99
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