Document is copied.
                                                                    EXHIBIT 10.4

                            COMDATA PAYMENT SERVICES

                          FUNDS DISTRIBUTION AGREEMENT
                          ----------------------------

     THIS AGREEMENT, dated as of the 9th day of July, 1999 (the "Agreement"), is
                                                ----------
made  and  entered  into  by  and  between  COMDATA NETWORK, INC., d/b/a COMDATA
CORPORATION(R),  a  Maryland  corporation  ("Comdata"),  and  Pinnacle  Business
                                                              ------------------
Management.  Inc.  (the  "Client").
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                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Comdata,  through  its  Payment  Services  Business  Unit,  has
developed,  offers  and  operates a funds distribution service, known as Express
Cash,  as  described  more  fully  herein  (the "Service"), which may be used by
companies,  like  the  Client,  to  distribute funds to persons entitled to such
funds,  including distribution of wages or salaries, expense reimbursement funds
or  distribution  of other funds as may be identified by the Client and accepted
by  Comdata;

     WHEREAS,  companies, such as the Client, using Comdata's Express Cash funds
distribution  service  will  distribute  Comdata's  proprietary  Comchek(R) card
(individually, a "Card") to certain of its employees or other persons identified
by the Client as being entitled to any such funds (individually, a "Cardholder")
and Comdata, in accordance with instructions received from the Client, will load
the  appropriate amount of funds to each individual Card which funds may then be
accessed or used by such Cardholder through designated automated teller machines
(individually,  an  "ATM"),  at merchants participating in certain point-of-sale
debit  network(s),  by  the  issuance  of  a  Comchek(R)  draft or other methods
approved  by  Comdata  and/or  the  Client;  and

     WHEREAS, the Client desires to subscribe to the Service and Comdata desires
to  make  the  Service  available to the Client and those Cardholders identified
from time to time by the Client, in accordance with and subject to the terms and
conditions  of  this  Agreement;

     NOW,  THEREFORE,  for  and  in  consideration  of  the mutual covenants and
premises  set  forth  herein,  and  other  good  and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Client and Comdata
hereby  agree  as  follows:

     1.     Statement  of  Service.  (a)  Subject  to  the  terms and conditions
            -------------  -------
hereof,  Comdata  shall  make  the  Service  available  to  the Client and those
Cardholders identified to Comdata by the Client pursuant to which the Client may
periodically transfer funds owed or otherwise due to such Cardholders by loading
such  funds  to a Cardholder's Comchek(R) Card. Thereafter, each such Cardholder
may  access  or  use  the  funds available on his or her individual Card through
designated  ATMs,  at  merchants  participating  in  certain point-of-sale debit
networks,  by  the  issuance  of a Comchek(R) draft or other methods or services
approved  by  Comdata  and/or  the  Client and selected by each such Cardholder.

     (b)     The  Client agrees to transfer, in immediately available funds, the
aggregate  amount  of funds to be loaded onto Cards to Comdata's designated bank
account  in  accordance  with  the terms set forth on Exhibit B in order to make
such  funds  available  for  access  or use by each Cardholder designated by the
Client.  Each  such  transfer  of  funds  by  the Client shall be accompanied by
information,  in  form  and  substance  determined by Comdata (which may include
electronic  file(s)  or data feeds), identifying each such Cardholder to receive
access  to  such  funds  and  the  amount  of funds to be allocated to each such
Cardholder.  Failure  of  the Client to timely transfer such funds to Comdata as
set  forth  in  Exhibit B or provide any such information required by Comdata to
effect  the  Service  may  cause  the  Service  to be unavailable to Cardholders
designated  by  the  Client  at  such  time(s)  otherwise  requested.

     (c)     The  Client  acknowledges  and  agrees  that  funds  transferred to
Comdata in connection with the Service will, in turn, be deposited and held in a
non-interest bearing trust account (as to the Client and Cardholders) located at
First  American  National  Bank,  Nashville,  Tennessee,  or  such other bank or
financial  institution  designated from time to time by Comdata (the "Bank"), as
trustee, pursuant to a trust agreement existing between Comdata and the Bank for
the  benefit  of  each  Cardholder.  Comdata  and/or  the  Bank will cause funds
transfers  to  be  made  from  funds  assigned to each Cardholder in the Comdata
account  or  trust  account,  as  applicable and appropriate, in accordance with
instructions  received from each Cardholder by use of the Card (e.g., withdrawal
instructions  received  from  the  use  of  the  Card  at  an  ATM  or  purchase
instructions received from a point-of-sale network). Comdata and/or the Bank, as
applicable,  is  requested and authorized to make such funds transfers from each
such  Cardholder's funds in accordance with any such instructions and to pay the
principal  amount  of  any  such  transactions,  including  any  fees associated
therewith,  to  the  appropriate  party  or  parties.

     (d)     The Client is responsible for causing each such Cardholder desiring
to  utilize the Service to become familiar with the terms and conditions for use
of the Service as set forth in Exhibit A. attached hereto and fully incorporated
herein  by  this reference (the "Cardholder Agreement"). Among other provisions,
the  Cardholder  Agreement  is  the  Cardholder's  express  consent  to,  and
authorization for, the Client to pay wages or other amounts otherwise due to any
such  Cardholder  from  the  Client  through  the  Service  and  in  the  manner
established  by  the  Service  as  the  same  may  exist  from  time  to  time.


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     (e)     The  Client  acknowledges  and  agrees  that the Service is a funds
distribution  service  only.  In  the  event that the Service is utilized by the
Client  for  distribution  of  wages  or payroll funds due to its employees, the
Client  acknowledges  and  agrees  that  the  Client  is  solely responsible for
compliance  with  all  applicable  federal,  state  and  local  laws,  rules and
regulations relating to payroll, compensation and employment matters, including,
without  limitation, as applicable (i) proper withholding, and timely remittance
of,  any  and  all taxes related thereto (e.g., local, state and federal income,
payroll  or  social  security  taxes) and (ii) delivery of pay stubs and similar
payroll  information  to  Cardholder employees (e.g., deduction(s) made from any
payroll  payment).

     2.     Cards.  Comdata  shall  furnish Cards to the Client for distribution
            -----
to,  and  use by, Cardholders designated by the Client who desire to utilize the
Service.

     3.     Fees.  Current  fees  for  use  of  the  Service  by  the Client and
            ----
Cardholders  are  set forth in Exhibit B, attached hereto and fully incorporated
herein by this reference. The Client agrees to promptly pay any amounts due from
it  to Comdata in accordance with the terms of this Agreement, including Exhibit
B.  Failure to make any such payments in accordance with this Agreement shall be
deemed  a  breach  of  this  Agreement,  in  which  case Comdata may immediately
terminate this Agreement. Any payments made by check shall not be deemed to have
been  made  until  such  check  is  honored  upon presentment for payment at the
Client's  bank.  Comdata  may change the fees set forth in Exhibit B upon thirty
(30)  days  prior  written  notice  to  the  Client.

     4.     Security.  If requested by Comdata, the Client shall provide Comdata
            --------
with  security for the performance when due of its obligations set forth herein.
Comdata may suspend the Service until such time as any such security is received
by  Comdata in form and substance acceptable to Comdata in its discretion and as
may  further  be  set  forth  on  Exhibit  B.

     5,  Responsibility for Cards, Security Information, Etc. The Client accepts
         ---------------------------------------------------
full responsibility for the use of all Cards, passwords, personal identification
numbers (individually, a "PIN") or other security codes and procedures while any
such  Cards  or information are in the possession and control of the Client. The
Client  shall  notify Comdata immediately by telephone of any lost, misplaced or
stolen  Cards,  PINs, passwords or other security codes and procedures and shall
be  fully  responsible for the unauthorized or fraudulent use thereof until such
time  as  Comdata  has received such notification from the Client, provided that
any  such  misuse  is  not attributable to an error, act or omission of Comdata.

     6.     Term  and  Termination. The term of this Agreement shall commence as
            ----------------------
of the date first set forth above and shall continue thereafter until the second
(2nd)  anniversary  of such date. Thereafter, this Agreement shall automatically
renew  for  consecutive, successive terms of one (1) year each, unless and until
one  party  hereto provides the other party hereto written notice of non-renewal
ninety (90) days prior to the end of the then existing term. Notwithstanding the
foregoing  or any other provision herein to the contrary. Comdata shall have the
right  to  immediately terminate this Agreement by oral or written notice if the
Client  should  (a)  fail  to  make  any  payment(s)  due hereunder; (b) fail to
maintain a satisfactory credit relationship with Comdata; or (c) fail to perform
any  other  obligation  required  to be performed by the Client pursuant to this
Agreement.  The  Client's obligation to pay for the Service, and any transaction
or other fees associated therewith, which are incurred before the effective date
of  termination  of  this  Agreement  shall  survive  such  termination, and the
Client's obligation to pay late charges hereunder shall survive such termination
regardless  of whether such late charges were incurred before the effective date
of  termination.

     7.     Disputed  Matters.  The  Client  must  notify Comdata of any dispute
            -----------------
relating  to  any invoice, billing or similar matter within sixty (60) days from
the  date  of  any  such  invoice, billing or similar matter or the billing item
shall  be  deemed  undisputed  and  accepted  by  the  Client.

     8.     Transaction  Data.  The  Client  acknowledges  and  agrees  that all
            -----------------
transaction  information,  including, without limitation, Card numbers, Client's
rates  and  fees  and  data  gathered  at  the point-of-sale by Comdata, whether
electronically  or  by  voice,  is  the property of Comdata. The Client shall be
entitled to use any such information only for its internal business purposes and
shall  not divulge the same to any other person, firm or corporation without the
prior  written  consent  of  Comdata.

     9.     Warranties;  Limitation  of  Liability. COMDATA MAKES NO WARRANTIES,
            --------------------------------------
WHETHER  EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, PRODUCTS OR EQUIPMENT
PROVIDED  HEREUNDER.  INCLUDING.  WITHOUT  LIMITATION.  ANY  WARRANTIES  OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE.  COMDATA'S  SOLE
RESPONSIBILITY  TO  THE  CLIENT AND THE CARDHOLDERS SHALL BE TO MAKE THE SERVICE
AVAILABLE  IN  ACCORDANCE  WITH  THE  TERMS OF THIS AGREEMENT. IN NO EVENT SHALL
COMDATA  BE LIABLE TO THE CLIENT, ANY CARDHOLDER OR ANY OTHER FIRM OR PERSON FOR
CONSEQUENTIAL,  INCIDENTAL,  SPECIAL  OR  PUNITIVE  DAMAGES, EVEN IF COMDATA HAD
PRIOR  KNOWLEDGE  OF  THE  POSSIBILITY  OF  SAME.


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     10.     Equipment  Usage  Limitations.  In the event that Comdata furnishes
             -----------------------------
any equipment or supplies to the Client hereunder, the Client shall use any such
equipment  or  supplies solely in connection with the Service and shall allow no
other  parties  to  utilize  such  equipment  or  supplies without prior written
authorization  from  Comdata.

     11.     Indemnification. (a) Each party hereto shall indemnify and hold the
             ---------------
other  party hereto, its directors. officers, agents, employees, contractors and
representatives  harmless  from  and  against all claims, liabilities, causes of
action,  demands  and  expenses  (including  attorneys'  fees,  court  costs and
disbursements) by reason of, based upon, relating to or arising out of, a breach
of  any of the covenants, agreements, representations or warranties contained in
this  Agreement,  or  attributable  to  the negligent or willful errors, acts or
omissions  of  such  indemnifying  party,  its  agents,  officers,  employees or
representatives. The party to be indemnified hereunder shall promptly notify the
indemnifying  party  of  any  claim,  demand, suit or proceeding with respect to
which  it  seeks  indemnification  and the indemnifying party shall at all times
have  the  right  to  defend,  settle  or compromise such claim, demand, suit or
proceeding  with  counsel  of its own choosing and in such manner as it may deem
advisable.

     (b)     Without  limiting the generality of Section 11(a) above, the Client
agrees  to indemnify and hold Comdata (and its affiliates) harmless from any and
all  liabilities  (including interest and penalties) which are or may be imposed
on Comdata (or any of its affiliates) pursuant to wage, payroll, compensation or
other  employment  laws,  including,  without  limitation,  Section  3505 of the
Internal Revenue Code of 1986, as amended (or any successor provision thereto or
any comparable provision of any state, local or foreign tax law) or otherwise in
respect  of  any  and all federal, state, local and foreign taxes required to be
deducted  and  withheld from the wages or other compensation of the employees of
the  Client  (or  any  of  its  affiliates). The Client's obligations under this
Section  11(b)  shall  survive  the termination or expiration of this Agreement.
regardless  of  whether any such liabilities arise before or after the effective
date  of  any  such  termination  or  expiration.

     12.     Force Majeure. Neither party hereto shall be liable for any failure
             -------------
to perform due to acts of God, acts of government or ATM, point-of-sale or other
debit card regulatory bodies which significantly inhibit or prohibit the Service
contemplated  hereby,  wars,  fires,  floods,  explosions, natural catastrophes,
civil  disturbances,  strikes,  riots,  unusually  severe  weather  (such  as
tornadoes),  or  failures  or fluctuations in electrical power, heat, light, air
conditioning,  computer,  or  telecommunications  services  or equipment ("Force
Majeure").  In  such event, the performance of such party's obligations shall be
suspended during the period of existence of such cause and the period reasonably
required  thereafter  to  resume  the performance of the obligation. The parties
shall  use  their  best reasonable efforts to minimize the consequences of Force
Majeure.

     13.     Certain  Further Assurances; Certain Information. (a) Upon request,
             ------------------------------------------------
the  Client  agrees  to  promptly complete and deliver such further documents as
necessary  or  appropriate  and  as  Comdata  may  reasonably request related to
providing  the  Service.  In  the  event  that  such  further document(s) is not
promptly  received,  Comdata  may  thereafter  terminate  this  Agreement.

     (b)     The  Client  shall,  if  requested,  provide  Comdata  with written
certification (signed by an appropriate officer of the Client) from time to time
to  the  effect that the Client is in full compliance with its obligations under
all  federal,  state,  local  and  foreign  tax laws relating to withholding and
payment of payroll taxes with respect to its employees (and the employees of its
affiliates),  as well as such other information relating to payroll taxes of the
Client  (and  its  affiliates)  as may be requested by Comdata. In addition, the
Client  shall  provide  Comdata  with  its  financial  statements  to the extent
requested  by  Comdata  from  time  to  time.

     14.     Notice  of  Breach;  Right to Cure. In the event of a breach of, or
             ----------------------------------
default  under,  this  Agreement by either party, the non-defaulting party shall
provide  the defaulting party with written notice of the nature of the breach or
default.  Unless otherwise provided to the contrary herein, the defaulting party
shall have thirty (30) days from the date of any such notice to cure such breach
or  default.  In  the  event  any  such breach or default is not cured or waived
within  such  thirty  (30)  day  period, the non-defaulting party may thereafter
terminate  this  Agreement  upon  fifteen  (15) days prior written notice to the
defaulting  party.

     15.     Confidentiality.  Comdata and the Client agree and covenant to each
             ---------------
other  that  they  shall not, during the performance of this Agreement or at any
time  after  the  termination or expiration hereof, use or disclose to any third
party  other  than  during the proper performance of their duties hereunder, the
terms  of  this  Agreement,  or any of the procedures, practices or confidential
dealings  of  the  other  party hereto. The provisions of this Section shall not
apply  to  disclosures  required  by  law.

     16.     Notices.  All  notices  called for herein shall be given in writing
             -------
and  sent  by U.S. mail, by facsimile, by hand delivery or by overnight courier,
directed  as follows: (a) if to Comdata to: Comdata Network. Inc., 5301 Maryland
Way,  Brentwood,  Tennessee  37027. Attention: Senior Vice President and General
Manager,  Payment Services Division: and (b) if to the Client to the address set
forth  on  Exhibit  B.

     17.     Governing  Law;  Forum Selection. This Agreement shall be construed
             --------------------------------
in  accordance with the laws of the State of Tennessee. Any action to enforce or
interpret  this  Agreement shall be brought in the appropriate judicial forum in
Williamson  County.  Tennessee  (or the appropriate federal court for the Middle
District  of Tennessee), and the parties hereby consent to such jurisdiction and
venue  and  waive  any  objections  thereto.


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     18.     Attorneys'  Fees.  In the event any action or proceeding is brought
             ----------------
to  interpret  or enforce this Agreement, the prevailing party in such action or
proceeding shall be entitled to recover its attorneys' fees (including costs and
expenses),  in  addition  to  any  other  relief  to  which  it may be entitled.

     19.     Assignment.  This  Agreement  shall be binding upon the parties and
             ----------
their  respective  successors and assigns. The Client may not transfer or assign
this  Agreement  without  the  prior  written  consent  of  Comdata.

     20.     Waiver.  Failure  to  insist upon strict compliance with any of the
             ------
terms  or conditions of this Agreement shall not be deemed a waiver of such term
or  condition,  nor  shall  any  waiver  or relinquishment of any right or power
hereunder at any time or times be deemed a subsequent waiver or relinquishment o
such  right  or  power.

     21.     Original;  Facsimile  Copy.  The Client shall return the originally
             --------------------------
executed  copy of this Agreement to Comdata as soon as possible. Notwithstanding
the  foregoing,  the  Client  and Comdata acknowledge and agree that an executed
facsimile  copy  of  this Agreement is sufficient to evidence this Agreement and
the  effectiveness  hereof.

     22.     Entire  Agreement,  This Agreement constitutes the entire agreement
             -----------------
between  the  parties  with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements and understandings regarding the subject
matter  hereof,  whether  written  or  verbal. This Agreement may be modified or
amended  only  in  writing  signed  by  the  parties  hereto.

     IN  WITNESS  WHEREOF, the Client and Comdata, through their respective duly
authorized  and  acting  representatives,  have  executed  and  delivered  this
Agreement  to  be  effective  as  of  the  date  first  set  forth  above.


COMDATA  NETWORK,  INC.                 Pinnacle  Business  Management.  Inc.
                                        -------------------------------------
d/b/a COMDATA CORPORATION(R)            Printed or Typed Name of the Client


By:     /s/  Bobby  Monord                   By:     /s/ Joseph N. Vallone
   -----------------------                      --------------------------
Title:  VP  of  Credit                       Title:  Vice President
      --------------------                         -----------------------


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