Document is copied.
                                                                    EXHIBIT 10.5
                                    CASHLYNK

                             MASTER CLIENT AGREEMENT
                             -----------------------


     THIS  AGREEMENT  dated a of Sept, 12  2000, is by and between LYNK SYSTEMS,
                                 --------------
INC.,  a  Georgia  corporation ("Link"), and Pinnacle, a Nevada corporation (the
                                ------       --------    ------
"Client").
 ------

     WHEREAS,  Lynk has  developed  the  CashLynk  Service (the  "Service"),  an
electronic  fund  transfer  service that (i)  facilitates  the transfer of funds
between a company,  like the  Client,  and any  employee  or other  persons  who
receive a CashLynk  Card (the 'Cad')  (such  employees  and other  persons,  the
"Cardholders")  for  participation  in the  Service,  and  (ii)  provides  those
Cardholders  enhanced access to their funds, as well as certain other convenient
electronic transaction Services;

     WHEREAS,  Lynk  makes the Service available to a Client through one or more
programs  (each,  a  and  each  Program  may be tailored to the Clients specific
needs.

     WHEREAS,  the  Service  is  effected under each of the Programs through the
following  arrangement  between  Lynk,  a  designated bank (the  Client and it's
Cardholders:

     (i)  Lynk  wilt  issue  a  Card  to  any  employee  or  other  persons  who
          participate in the Service and, if necessary, have agreed to the terms
          and  conditions of the CashLynk  Cardholder  Agreement and  Disclosure
          Statement (the "Cardholder Agreement");
                          --------------------
     (ii) The Client will distribute by wire transfer,  to an account controlled
          by Lynk at the Bank (the "Client Account"). any wages, bonuses, travel
                                    --------------
          and expense reimbursements,  incentives,  promotional or other funds,
          due to the Cardholders;

     (iii)Depending upon  availability,  the Client may subscribe to one or marc
          of the  following  offerings,  under  the  "CashLynk  Program"  or the
                                                      -----------------
          "Program" which Lynk will make available to the Cardholders:
           -------

          -    Automated  Teller Machine ("ATM")  Services.  Cardholders may use
               Cards at any ATM that bears the network  logo that appears on the
               back of the Card to make cash withdrawals or to inquire about the
               amount of funds available to them.

          -    Merchant  Point-of-Sale  ("PQS")  Services.  Cardholders  may use
               Cards to purchase goods and  services  at  any  retail  or  other
               establishment  that displays the network logo that appears on the
               back of the Card.

          -    Funds Transfer Service. Cardholders may use Cards to transfer any
               amount  of their  available  funds to a  specified  account  at a
               financial institution.

          -    Long Distance  Telephone  Services.  Cardholders  may us Cards to
               make local and long distance telephone calls through a designated
               telecommunications service provider.

     The  Client  desires to participate it the Service and Lynk desires to make
the  Service  available  to  the  Client  and  to those Cardholders who elect to
participate  in  the  Service,  in accordance with, and subject to the terms and
conditions  of  this Agreement:

     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 is hereby acknowledged.  Lynk and  the Client, intending to be legally
bound,  hereby  agree  as  follows:


<PAGE>
                                    ARTICLE I
                                    ---------
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------

     Section  1.1,     Representations  and  Warranties  of  Lynk.
     -------------     -------------------------------------------
     Lynk represents and warrants to, and covenants with, the Client that, as of
the  date  hereof,  and  throughout  the  term  of  this  Agreement,  that:

          (i)      Lynk is duly organized, validly existing and in good standing
     as a  corporation  under the laws of the State of Georgia and is or will be
     qualified to transact business in each jurisdiction where it is required to
     be qualified as a foreign  corporation,  Except where such qualification is
     not  required  or where the  failure to be so  qualified  or remain in good
     standing would not have a material  adverse effect upon Lynk or the ability
     of Lynk to perform its obligations hereunder;

          (ii)      Lynk has the full  corporate  power and authority t execute,
     deliver and perform this  Agreement  and to enter into and  consummate  all
     transactions   contemplated  by  this  Agreement,   and  assuming  the  due
     authorization,  execution  and delivery by the other parties  hereto,  this
     Agreement  constitutes  a legal,  valid  and  binding  obligation  of Lynk.
     enforceable   against  it  in   accordance   with  its  terms,   except  as
     enforceability   may  be   limited   by   bankruptcy,   conservator   ship,
     receivership,  insolvency,  reorganization  or other similar laws affecting
     the enforcement of creditors' rights generally and by general principles of
     equity,   regardless  of  whether  such  enforcement  is  considered  in  a
     proceeding in equity or at law;

          (iii)      The  transactions  contemplated  by this  Agreement and the
     performance by Lynk of its obligations hereunder arc in the ordinary course
     of Lynx's  business,  and the execution,  delivery and  performance of this
     Agreement and the transactions  contemplated herein have been duly approved
     by resolutions of the Hoard of Directors of Lynk or an appropriate and duly
     authorized committee thereof, and such resolutions and this Agreement shall
     be maintained continuously as official records of Lynk;

            (iv)    Neither the  execution and delivery of this  Agreement,  nor
     the  consummation  of  the  transactions   contemplated   hereby,  nor  the
     fulfillment  of or  compliance  with  the  terms  and  conditions  of  this
     Agreement,  will  conflict  with or result in a breach of any of the terms,
     conditions or provisions of Lynk's articles of  incorporation or by-laws or
     any  indenture,  agreement or instrument to which Lynk is now a party or by
     which it is bound, or constitute a default (whether with notice,  the lapse
     of time, or both) or result in an acceleration  under any of the foregoing,
     or result in the violation of any law to which Lynk is subject;

           (v)     There is no  litigation or other  proceedings  pending or, to
     Lynk's  knowledge,  threatened,  which  seeks to  enjoin  or  prohibit  the
     execution, delivery or enforceability of this Agreement, or which questions
     the ability of Lynk to perform  its duties and  obligations  in  accordance
     with the terms hereof, or which is likely to have a material adverse effect
     of the financial condition of Lynk; and

         (vi)        No  Consent,  approval,   authorization  or  order  of  any
     Governmental or regulatory authority is required for the executor, delivery
     and performance by Lynk of or compliance by Lynk with this Agreement or the
     consummation of the transactions contemplated by this Agreement.

     Section  1.2.     Representations  and  Warranties  of  the  Client.
     -------------     --------------------------------------------------
     The Client represents and warrants to. and covenants with, Lynk that, as of
the  date  hereof,  and  throughout  the  ten-n  of  this  Agreement,  that:

           (i)     The Client is duly  organized.  validly  cxislin2 and in good
     standing as a recognized business  organization under the laws of the State
     of  Nevada  and is or  will  be  qualified  to  transact  business  in each
     jurisdiction  where it is required to he  qualified  as a foreign  business
     organization.  except where such  qualification is not required or here the
     failure  to he so  qualified  or remain in good  standing  would not have a
     material  advert  effect  upon the  Client or the  ability of the Client to
     perform it obligators hereunder.


<PAGE>
          (ii)      The Client has the full  corporate  power and  authority  to
     execute,  deliver  and  perform  this  Agreement  and  to  enter  into  and
     consummate all  transactions  contemplated by this Agreement,  and assuming
     the due authorization,  execution and delivery by the other parties hereto,
     this  Agreement  constitutes a legal,  valid and binding  obligation of the
     Client,  enforceable  against it in  accordance  with its terms,  except as
     enforceability may be limited by bankruptcy, conservatorship, receivership,
     insolvency,  reorganization or other similar laws affecting the enforcement
     of  creditors'  rights  generally  and by  general  principles  of  equity,
     regardless  of whether such  enforcement  is  considered in a proceeding in
     equity or at law;

           (iii)     The  transactions  contemplated  by this  Agreement and The
     performance by the Client of its obligations  hereunder are in the ordinary
     course  of  the  Client's  business,   and  the  execution,   delivery  and
     performance of this Agreement and the transactions contemplated herein have
     been duly approved by  resolutions  of the Hoard of Directors of the Client
     or  an  appropriate  and  duly  authorized   committee  thereof,  and  such
     resolutions and this Agreement shall be maintained continuously as official
     records of the Client;

           (iv)     Neither the  execution and delivery of this  Agreement,  nor
     the  consummation  of  the  transactions   contemplated   hereby,  nor  the
     fulfillment  of or  compliance  with  the  terms  and  conditions  of  this
     Agreement,  will  conflict  with or result in a breach of any of the terms,
     conditions or provisions of the Client's  articles of association,  charter
     or by-laws or any indenture, agreement or instrument to which the Client is
     now a party or by which it is bound, or constitute a default  (whether with
     notice,  the lapse of time, or both) or result in an acceleration under any
     of the foregoing, or result in the violation of any law to which the Client
     is subject;

          (v)      There is no  litigation or other  proceedings  pending or, to
     the Client's knowledge,  threatened,  which seeks to enjoin or prohibit the
     execution, delivery or enforceability of this Agreement, or which questions
     the  ability  of the  Client to  perform  it$  duties  and  obligations  in
     accordance  with the terms  hereof,  or which is likely to have a  material
     adverse effect on the financial condition of Client, and

           (vi)      No  consent,  approval,   authorization  or  order  of  any
     governmental  or  regulatory  authority  is  required  for  the  execution,
     delivery  and  performance  by the Client of, or  compliance  by the Client
     with, this Agreement or the consummation of the  transactions  contemplated
     by this Agreement.

                                    ARTICLE II
                                    ----------
                                PROGRAM SCHEDULES
                                -----------------

     Section  2.1.     General.
     -------------     -------
     With  respect  to each Program that Client desires to make available to its
employees  and/or  other  persons,  Client  and  Lynk  shall  from  time to time
establish  a  Program  Schedule,  a form of which is attached hereto as Schedule
2.1.  Each  Program  Schedule  shall set forth the specific terms and conditions
upon  which  Lynk shall make that particular Program available.  It is expressly
understood  that  all  Program  Schedules  shall  be  executed  by  Client  as a
prerequisite  to  implementation  by  Lynk.

      Section  2.2.     Amendment.
      -------------     ---------
     Lynk  may  (corn  time  to time and at any time amend the Program Schedule,
including,  without  limitation,  the  Cardholder  Services  nude  available
thereunder; provided. however, that Lynk shall give the Client written notice of
such change(s) thirty (30) days prior to their effective date, and, that, during
such  period,  the  Client  may  terminate  this  Agreement.


     Section  2.3.     Relationship of this Agreement to the Program Schedules.
     -------------     --------------------------------------------------------
     Each  Program  Schedule  established  between  Lynk and the Client shall be
attached  to  and  incorporated  into  his  Agreement.  In  the  event  that the
provisions  of  an Program Schedule arc inconsistent with The provisions of this
Agreement,  the  provisions  of  this  Agreement  shall  govern.


<PAGE>
                                   ARTICLE III
                                   -----------
                           AVAILABILITY AND ENROLLMENT
                           ---------------------------

     Section  3.1.     Availability of CashLynk Services to Client's Cardholders
     -------------     ---------------------------------------------------------
or Employees
------------
     Client shall notify all of its Cardholders, as well as any other persons to
whom  the  Client  may  train  time to time desire to offer participation in the
Service  (collectively,  the  "Prospective  Cardholders"),  of  the  Client's
                               ------------------------
participation  in  the  Service,  and the details of the particular Programs for
which  the  Client has subscribed. The Client shall make available to all of the
Prospective  Cardholders the opportunity t enroll and participate in the Service
under  one  or  more  Programs.

     Section  3.2.  Distribution  of  Enrollment  Materials.
     -------------  ---------------------------------------
The  Client  shall,  if  applicable,  deliver to each Prospective Cardholder who
enrolls  in  a  Program  a  set  of  instructional  materials  (the  "Enrollment
Materials")  for  the  Program  in  which  the  Prospective Cardholder elects to
participate.  The  Enrollment  Materials  may  include,  without limitation, the
Cardholder  Agreement.  which  includes the Cardholder Services Fee Schedule (as
defined  below), a Card, a Direct Deposit Authorization Form and other materials
as  required.

     Section  3.3,     Enrollment  or  Participation
     -------------     -----------------------------
     The  Client  understands  and  agrees  that  with  respect to payroll funds
distributed  through  a  Program,  the  federal  Electronic  Fund  Transfer Act,
together  with  Regulation  E  ("Regulation E") of The Board of Governors of the
                                -------------
Federal  Reserve  System  (the  Federal  Reserve"),  prohibits  any  person from
                                ----------------
requiring  an employee or Cardholder to establish an account for electronic fund
transfers  as  a  condition  of  employment. The Client shall be responsible for
ensuring  that,  with  respect  to  each  Prospective  Cardholder  who elects to
participate  in a Program: (i) in the case of distribution of payroll funds such
election  is voluntary; (ii) such Prospective Cardholder has received a complete
set  of  the  Enrollment  Materials  and  has  been given the opportunity to ask
questions  of the Client and of Lynk regarding participation in the Program; and
(iii)  such  Prospective  Cardholder  has  properly  read  Enrollment Materials.

     Section  3.4.     Responsibility  for  Enrollment  Materials.
     ------------      ------------------------------------------
     The  Client  shall  maintain  and, store securely all Enrollment Materials,
including  inventories  of  Cards  prior  to  their  distribution  and  shall be
responsible  for  the  cost of replacing any Enrollment Materials and Cards that
have  been  tampered  with,  destroyed,  misused, or compromised in any way. The
Client  shall  notify  Lynk  immediately  by telephone or facsimile of any lost,
misplaced  or  stolen  Enrollment  Materials  and  shall  be responsible for the
unauthorized  or  fraudulent  use  thereof until such time as Lynk receives such
notification.  The  Client  understands  and  acknowledges  that  any  use  or'
reproduction  of Network , VISA or MasterCard marks must be in strict compliance
with  applicable  standards  therefore  and  that Client must obtain the written
approval  of  Lynk  prior to any USE thereof. Client further agrees to indemnify
and  save  Lynk harmless against any fines, claims or actions involving Client's
unauthorized  or  non-compliant  use  of  such  marks

     Section  3.5.     Initial  Regulation  E  Disclosures.
     -------------     -----------------------------------
     Lynk  shall  be  responsible  for  ensuring  that The Enrollment Materials,
including,  without limitation, the Cardholder Agreement and Disclosure (Exhibit
A"  hereto),  comply, in all material respects, with the disclosure requirements
of  Regulation  E  relating  to  initial  disclosures.

                                   ARTICLE IV
                                   ----------
                             THE  CLIENT  ACCOUNT
                             --------------------

     Section  4.1.     Maintenance  of  Client  Account  at  Bank.
     -------------     ------------------------------------------
     Client  shall,  at  all  times  during the effectiveness of this Agreement.
maintain  a  deposit account (the "Client Account") at a bank designated by Lynk
                                          -------
(the  "Bank"). which initially shall be Palm Desert National Bank. Paint Desert,
       ----
California.  Lynk  will assist the Client in establishing the Client Account and
notifying  the  Client of the account number and any other information Necessary
fur  the  Client  to  wire  funds  to  such  account.

     Section  4.2.     Relocation  of  the  Client  Account.
     -------------     ------------------------------------

     In the event that Lynk elects to provide Services through another financial
institution  ,  Lynk  may  require  that Client relocate the Account at such new
bank:  provided  ,  however that Lynk shall provide written notice to the Client
thirty  (30) days prior to the effective date of such change, which notice shall
set  forth,  (i)  the identity of the new bank, (ii) the new account information
and  wiring  instructions  for  delivering funds to the new bank.  (iii) and the
effective  date of the change at which time the client shall commence depositing
all  funds  to  such  new  account  at  the  bank.


<PAGE>
     Section  4.3.     No  Interest.
     -------------     ------------
     No  interest shall be payable to the Client or the Cardholders with respect
to funds held in the Client Account on their behalf, and, to the Extent that any
interest,  credits  or other benefits are earned or received in respect of funds
held  in  the  Client  Account,  Lynk  or  the  Bank  shall be entitled thereto.

                                    ARTICLE V
                                    ---------
                             DEPOSITS TO THE ACCOUNT
                             -----------------------

     Section  5.1.     Initial  Deposit;  Reserve  Fund.
     -------------     --------------------------------
     Client shall deposit to the designated Client Account, via irrevocable wire
transfer,  an  initial  deposit  set  forth  On the Program Schedule as "reserve
funds"  (the  'Reserve  funds").  The  Reserve Funds shall be held in the Client
Account  to  cover  potential  overdrafts and network obligations resulting from
network  "stand-in"  transactions,  fee  obligations  resulting  from additional
unforccasted  transaction  volume on Cards, and for any other obligation to Lynk
created  by  a  Program,  its  termination  or  other events, and Lynk is hereby
granted  a right of set-off to apply any Reserve Funds to any unpaid obligations
of  Client  to  Lynk.

     In  the event that Lynk applies, or exercises any right of set-off against,
the  Reserve  Funds, Lynk shall, within five (S) business days notify the Client
of  the reason for, and the amount of. such application. Within two (2) business
days  of  such  notification, the Client shall re-deposit to the Client Account,
via  wire  transfer, an amount of funds necessary to restore the Reserve Fund to
its  required  level.

     Section  5.2.     Regular  Deposits.
     ------------      -----------------
     The  Client  shall  promptly  deposit  in the designated Client Account, by
timely.  u-revocable  win  transfer,  all  Program funds due to its Cardholders,
including  without  limitation,  wages,  salaries,  bonuses,  reimbursements,
incentives,  promotional  funds  and estimated client paid fees. With respect to
each  transfer of funds by the Client to Client Account. Client shall deliver to
Lynk  in  the  specified  format,  as  Set  forth  in the Program Schedule, data
identifying  the  amount  of  such  funds  attributable  to  each  Cardholder
("Disbursement  Detail").

     Client  acknowledges that Cardholders shall have access only to those funds
held in the Client Account on their behalf, and that the Service under a Program
will  be  made  available  to  them  only  to the extent that adequate funds arc
available in the Client Account. Lynk shall be liable to Cardholders only to the
extent  that  Client funds for such Cardholders have been advanced to the Client
Account  and Client has provided Disbursement Detail to Lynk. Lynk shall have no
obligation  to  provide  the  Service,  or  to  make  any  funds  available,  to
Cardholder's  with  respect  to  whom  'inadequate  funds are held in the Client
Account  or  for  whom  Disbursement  Detail  is  not  delivered  by  Client.

     Section  5.3.  Maintenance  of  Subaccount  Entries  for  Each  Cardholder.
     -------------  -----------------------------------------------------------
     The Client Account shall be controlled by Lynk exclusively on behalf of all
Cardholders, and Lynk shall maintain individual entries in its system reconciled
to  amounts  in the Client Account for each Cardholder. ("Subaccount") It is the
responsibility  of  the  Client  to provide confidential Cardholder information,
such  as  Cardholder name and other individual Subaccount information needed for
these records. Each such Subaccount entry shall accurately reflect the amount of
funds  in  the  Client  Account that are attributable to, and held on behalf of.
each  particular  Cardholder.

     Section  5.4.     Employee  Payroll  and  Other  Matters.
     -------------     --------------------------------------
     The  Client  shall  be  solely responsible for compliance with all federal,
state  and  local  laws, rules and regulations relating to payroll, compensation
and  employment  matters, including, without limitation, (i) proper withholding,
and timely remittance of. any and all taxes related thereto, and (ii) the timely
delivery of payment stubs and similar payroll information to Cardholders setting
forth  all  required  information.

     Section  5.5.     Withdrawal.
     -------------     ----------
     Lynk  shall  have sole authority to withdraw the Reserve Funds or any other
funds  from  the  Client  Account.


<PAGE>
                                   ARTICLE VI
                                   ----------
                               CARDHOLDER SERVICES
                               -------------------

     Section  6.1,     Cardholder  Services  Schedule.
     -------------     ------------------------------
     With  respect  to  each  Program.  Lynk shall prepare a Cardholder Services
Schedule  (the  "Cardholder  Services  Schedule"). which sets forth the services
                 ------------------------------
(the  "Cardholder Services") that Lynk, with the cooperation of the Client, will
       --------------------
make  available to the Cardholders under that particular Program. The Cardholder
Services  Schedule shall be attached to, and made a part of, the related Program
Schedule.

     Section  6.2.     Fees  for  Cardholder  Services.
     -------------     -------------------------------
     The  fees  for the Cardholder Services, at the discretion of the Client and
outlined  in the Program Schedule, may be borne by the Cardholders in the course
of  their  use  of  the  Cardholder  Services,  in accordance with the terms and
conditions  of  the  Cardholder  Agreement  and  Disclosure,

     Section  6.3.     Availability  of  Cardholder  Services.
     -------------     --------------------------------------
     The  Services  are  available  to  the  Cardholders only upon the terms and
conditions set forth in the Cardholder Agreement and Disclosure, and only to the
extent  that the Cardholder has available in the Reserve Funds Account an amount
of  funds  sufficient therefor and Disbursement Detail has been provided to Lynk
by  Client.

                                   ARTICLE VII
                                   -----------
CLIENT  RESPONSIBILITIES
------------------------

     Section  7.1.  Provide  Cardholders  with  Enrollment  Materials.
     -------------  -------------------------------------------------
The  Client  shall  deliver  to  each  Cardholder that enrolls in the respective
Program(s)  a  set of instructional materials ("Enrollment Materials"), pursuant
to  Section  3.2.  hereof,  and  a  Welcome  Kit  for  the  Program in which the
Cardholder  has elected to participate. The Enrollment Materials and Welcome Kit
will  include  the  Cardholder Agreement and Disclosure, the Cardholder Services
Schedule,  a Card, Instructional Information on the use of the Card and a Direct
Deposit  Authorization  Form  (if  applicable).

     Section  7.2.     Comply  with  PIN  Procedures.
     -------------     -----------------------------
     The  Client  shall  comply  with Lynk procedures regarding PIN issuance and
enrollment  materials  and  take  all  reasonable  precautions  so that the only
persons  with  appropriate  authority  learn  or  handle  such  PINs.

     Section  7.3.     Assistance  in  Notifying  Cardholders  of  Chances
     -------------     ---------------------------------------------------
     To  the extent that Lynk amends the Cardholder Service Schedule, the Client
shall  be  responsible  for  distributing proper and timely notification of such
amendments  to  the  Cardholders  through  an  Amended  Cardholder Agreement and
Disclosure.

     Section  7.4.     Comply  with  All  Laws
     -------------     -----------------------
     The  Client  shall  comply with all federal, stare and local wage and labor
laws,  payroll  statutes  and  any  other laws and regulations applicable to the
Service.

                                  ARTICLE VIII
                                  ------------
                               PERIODIC STATEMENTS
                               -------------------


     Section  8.1.  Preparation  and  Delivery  of  Statements;  Compliance with
     -------------  ------------------------------  ----------------------------
     Regulation E.
     ------------
     In  accordance  with  Regulation C. Lynk shall prepare and provide periodic
statement information in a form consistent with requirements for such statements
(the  Statements")  for  all Cardholders. Lynk shall be responsible for ensuring
      ----------
that data in each of the Statements complies with the disclosure requirements of
Regulation  E: provided. however, that, in preparing such disclosures Lynk shall
rely  upon  the  information  provided  by  the  Client.


<PAGE>
     Section  8.2.     Delivery  of  Statements  to  the  Client.
     -------------     -----------------------------------------
     Lynk  shall  deliver  the  Statement  to  the Client via one or more of the
following  methods,  upon  which Lynk and the Client shall have mutually agreed:

     (i)  Electronic  Mail: Data Transfer.  Lynk shall deliver the Statements to
          the Client via electronic  mail,  electronic  data transfer,  or other
          electronic  means.  The  Client  shall  bear  the  responsibility  for
          printing  the  Statements  to paper  form and  delivering  them to the
          Cardholders in a timely manner.

     (ii) Internet  Website.  Lynk shall  make the  Statements  available  via a
          secure Internet  website  maintained by Lynk, and in a format that may
          easily be  printed  into  paper  form.  The  Client  shall  access the
          website,  print the  Statements  to paper form and deliver them to the
          Cardholders  in a timely  manner,  or otherwise at the request of each
          Cardholder  under their Cardholder  Agreement,  the Client shall allow
          the  Cardholder  to access  their own  Statement  via the use of their
          Personal Identification Number ("PIN").

     (iii)Paper  Form.  Lynk  shall  deliver  the  Statements  to the  Client in
          printed.  paper form. The Client shall be responsible  for delivery of
          the Statements to the Cardholders in a timely manner.

     In  all  cases,  the  Client  shall  be responsible for ensuring the timely
delivery  of  the  Statements to the Cardholders, and the Client shall indemnify
and  hold  Lynk  harmless  against  any liabilities, damages, expenses or claims
which  may  arise  as  a  result  of  the Client's failure to timely deliver the
Statements.

                                   ARTICLE IX
                                   ----------
                                  PROGRAM FEES
                                  ------------

     Section  9.1.     General.
     -------------     -------
     Each  Program  Schedule  shall  set  forth the fees due from Client to Lynk
under  such Program, which may include, without limitation, (i) initiation fees,
such  as  start-up,  training,  data conversion, set-up, travel or other similar
expenses,  and (ii) monthly service fees. The Client shall promptly pay Lynk the
fees  due  under  any  Program  Schedule  by  wire  transfer  to  the  account.

                                    ARTICLE X
                                    ---------
                            TRANSACTION DATA PRIVACY
                            ------------------------

     Section  10.1.     Ownership  of  Certain  Property.
     --------------     --------------------------------
     The  Service,  Programs.  Cards,  Card  numbers, PINs, and the intellectual
property related to the operation and functionality of such items and processes,
as  well  as  their relationship to, and interaction with, the Services, are the
sole  property  of  Lynk.  The Client shall not use, divulge, or grant any third
party  access  to  any of the foregoing intellectual and other property, except:
C:)  as  permitted under the Client Privacy Policy Statement (as defined below),
(ii)  as  may  be  necessary  to  conduct its internal business. (iii) as may be
required  by  law,  or  (iii)  with  the  prior express written consent of Lynk.

     The  Cardholders'  transaction  information, including, without limitation,
the  information  presented in the statements, is the property of the respective
Cardholders.  Neither  Lynk nor the Client shall use, divulge, or grant my third
party  access  to, any such information, except: (i) as permitted under the Lynk
Privacy  Policy  Statement  (as  defined  below)  or  the  Client Privacy Policy
Statement,  respectively,  or  (ii)  as  may  he  required  by  law.

     Section  10.2.     Lynk  Privacy  Policy  Statement.
     --------------     --------------------------------
     Lynk  has  approved  and  adopted  a  privacy  policy  statement,  which is
maintained  and  documented  on  the  Lynk  Web  Site  (which may be accessed at
http:\\www.lynksystems.com)  (the  "Lynk Privacy Policy Statement"), and, in the
       -------------------          -----------------------------
course  of  performing  its  obligations under this Agreement. Lynk shall at all
times  comply  with  the  Lynk  Privacy  Policy  Statement.

     Section  10.3.     Client  Privacy  Policy  Statement.
     --------------     ----------------------------------
     Within  thirty  (3O)  days  from  the effective date of this Agreement. the
Client  shall  have  approved  and  adopted  a  privacy  policy  Statement,  in
substantially the form attached hereto ("Client Privacy Policy Statement"). and,
                                         -------------------------------
in  the  course  of  performing its obligations under this Agreement, the Client
shall  at  all  times  comply  with  the  Client  Privacy  Policy  Statement.


<PAGE>
                                   ARTICLE XI
                                   ----------
                        CONFIDENTIALITY: NON-COMPETITION
                        --------------------------------

     Section  11.1.  Confidentiality.
     --------------  ---------------
     Lynk and the Client shall not, during the performance of this Agreement, or
at  any time after the termination or expiration hereof, sell or disclose to any
third  party,  other  than as may be required in the performance of their duties
and  obligations  hereunder  or  as  may  be  required by law, the terms of this
Agreement  or  arty of the procedures, practices or confidential dealings of and
between  each  other.

     Section  11.2.  Non-Competition.
     --------------  ---------------
     All  information  received  by  Lynk  and  the  Client  with respect to the
business  of  the  other (other than information which is or, not as a result of
Client's  actions,  becomes, a matter of public knowledge) shall not at any time
be  used  for any business or competitive purpose Or be disclosed by such person
to  any  third  parties  without  the prior express written consent of the other
party.

     Section  11.3.  Survival.
     --------------  --------
     The  covenants and agreements set forth in this Article X shall survive the
consummation  of  the  transactions  contemplated  by  this  Agreement.

                                   ARTICLE XII
                                   -----------
                             TERM  AND  TERMINATION
                             ----------------------

     Section  12.1.  Term.
     --------------  ----
     The  term  of  this Agreement shall commence as of the date first set forth
above  and  shall  continue thereafter until the first anniversary of such date.
Thereafter, this Agreement shall automatically renew for consecutive. successive
terms  of  one  (1) year each, unless and until either party hereto provides the
other  party written notice of non-renewal ninety (90) days prior to the end of'
the  then  existing  term.
The  term  of  each  Program  under  this  Agreement  shall  be  governed by the
provisions  of  the  applicable  Program  Schedule.

     Section  12.2.  Termination.
     --------------  -----------
     This  Agreement  may  be  terminated  in  any  of  the  following  manners:

     (i)  Mutual  Termination.  This  Agreement may be terminated at any time by
          the mutual written agreement of both parties.

     (ii) Termination by Non-Renewal  This Agreement may be terminated by either
          party  by  written  notice  of  non-renewal  in  accordance  with  the
          provisions of Section 12.1 hereof.

     (iii)Event of Default.  if arty one or more of the following  events (each,
          an   "Event   of   Default")    shall   occur   and   be   continuing:
                --------------------

     -    the  failure  of a  party  to  remit  any  payment  required  by  this
          Agreement, which continues unremedied for longer than two (2) business
          days after written formal notification

     -    the failure of a party to observe or perform,  in any material respect
          any other of the  covenants,  obligations  or agreements  set forth in
          this  Agreement.  which  failure is not cured within  thirty (30) days
          after the date on which written notice of such failure,  requiring the
          same to be remedied, shall have been given:

     -    a decree or order of a court or agency or supervisory authority having
          jurisdiction for the appointment of a trustee.  conservator,  receiver
          or liquidator in any insolvency,  readjustment of debt,  marshaling of
          assets and liabilities or similar  proceedings.  or for the winding-up
          or liquidation of its affairs. shall have been entered against a party
          hereto  and such  decree  or  order  shall  have  remained  in  force.
          undischarged or unstayed for a period of 60 days:


<PAGE>
     -    the Consent by a party to the appointment of a conservator or receiver
          or liquidator in any insolvency,  readjustment of debt,  marshaling of
          assets and  liabilities  or  similar  proceedings  relating  to all or
          substantially all of such party's property: or

     -    a party  admits  in  writing  its  inability  to pay its debts as they
          become  due,  file a  petition  to take  advantage  of any  applicable
          insolvency  or  reorganization  statute,  make an  assignment  for the
          benefit  of its  creditors,  or  voluntarily  suspend  payment  of its
          obligations.

     then, and in each and every such case, so long as an Event of Default shall
     not have been remedied,  the non-defaulting  party, by notice in writing to
     the  party  in  default,   may.   in   addition  to  whatever   rights  the
     non-defaulting  party  may  have at law or  equity  to  damages,  including
     injunctive relief and specific performance, terminate this Agreement.

     Section  12.3.     Unwinding  Relationship.
     --------------     -----------------------
     Upon  termination  of this Agreement, the parties shall cooperate with each
other  to facilitate the termination of their relationship under this Agreement.
Without limiting the generality of the foregoing, the parties shall cooperate to
notify  the  Cardholders, the Bank, and any other third parties concerning which
the  parties  hereto  may  mutually  agree.  In the event that this Agreement is
terminated pursuant to an Event of Default. then the parry in default shall bear
the  cost  of  any  conversion or other expenses related to such termination. If
this Agreement is terminated for any other reason, then the parties hereto shall
share  the cost of any conversion or other expenses related to such termination.

                                  ARTICLE XIII
                                  ------------
                                    DISPUTES
                                    --------

     Section  13.1.  Duty  to  Notify.
     --------------  ----------------
     In  the  event  of  any  dispute,  controversy,  or claim arising out of or
relating  to  this  Agreement  or The construction, interpretation, performance,
breach,  termination,  enforceability  or  validity  thereof  (hereinafter,  a
'Dispute"),  the party raising such Dispute shall notify the ocher within thirty
(30)  days  from  the  date  of  its  discovery of the Dispute. In the case of a
Dispute  relating to invoices, billing statements or similar matter, the failure
of  a  party  to  notify the other party of such Dispute within thirty (30) days
from  the date of its receipt shall result in such invoice, billing statement or
similar matter being deemed undisputed and accepted by party attempting to raise
such  Dispute.

     Section 13.2.     Cooperation  to  Resolve  Disputes.
     -------------     ----------------------------------
     The  parties  shall  cooperate  and  attempt  in  good faith to resolve any
Dispute promptly by negotiating between persons who have authority to settle the
Dispute and who arc at a higher level of management than the persons with direct
responsibility  for  administration  and  performance  of  the  provisions  or
obligations  of  this  Agreement  that  are  the  subject  of  the  Dispute.

     Section  13.3.     Arbitration.
     --------------     -----------
     Arty Dispute which cannot otherwise be resolved as provided in Section 12.2
shall  be  resolved  by  arbitration conducted in accordance with the commercial
arbitration  rules  of the American Arbitration Association ("AAA") and judgment
                                                              ---
upon  the award rendered by the arbitration tribunal may be catered in any court
having  jurisdiction thereof. The arbitration tribunal shall consist of a single
arbitrator  mutually  agreed by the parties, or in the absence of such agreement
within  30 days from the first referral of the dispute to the AAA. designated by
the  AAA. The place of arbitration shall be Atlanta, Georgia. unless the parties
shall  have agreed to another location within 15 days from the first referral of
the  dispute  to  the AAA. The arbitration award shall be final and binding. The
parties  Waive  any right to appeal the arbitration award, to the extent a right
to  appeal may be lawfully waived. Each party retains the right to seek judicial
assistance:  (I)  to  compel  arbitration:  (ii)  to  obtain interim measures of
protection  prior  to or pending arbitration; (iii) to seek injunctive relief in
the  courts  of  any jurisdiction as may be necessary and appropriate to protect
the  unauthorized disclosure of its proprietary or confidential information. and
(iv)  to  enforce  any  decision  of  the arbitrator, including die final award.

     Section  13.4.     Confidentiality.
     --------------     ---------------
     The  arbitration  proceedings  contemplated  by  this  Section  shall he as
confidential and private as permitted by law. To that end. the parties shall not
disclose  the  existence.  content  or  results  of any proceedings conducted in
accordance  with  this  Section,  and materials summoned in connection with such
proceedings  shall not he admissible in any other proceeding, provided. however,
that  this  confidentiality  provision shall not prevent a petition to vacate or
enforce  an arbitral award. and .shall not bar disclosures required by .any laws
or  regulations.


<PAGE>
                                   ARTICLE XIV
                                   -----------
                    LIMITATION OF LIABILITY: INDEMNIFICATION
                    ----------------------------------------

     Section  14.1.     Limitation  of  Liability.
     --------------     -------------------------
     Neither  Lynk,  the Client nor any of their respective directors, officers,
employees  Or  agents  shall be under any liability for any action taken, or for
refraining  from  the  taking  of  any  action  in  good  faith pursuant to this
Agreement;  provided,  however,  that this provision shall not protect Lynk, the
Client  or  any  such  person  against  any  breach  of  their  respective
representations,  warranties  or covenants made herein, or against arty specific
liability  imposed  pursuant  hereto,  or  against  any  liability  which  would
otherwise  be  imposed  by  reason  of  willful  misfeasance, bad faith or gross
negligence  in  the  performance of duties or by reason of reckless disregard of
obligations  or  duties hereunder.  Lynk, the Client and any of Their respective
directors,  officers, employees or agents may rely in good faith on any document
of  any  kind  which,  prima  fade,  is  properly  executed and submitted by any
appropriate  person  respecting  any  matters  arising  hereunder.


     Section  14.2.  Indemnifications.
     --------------  ----------------
     Each party together with their respective directors, officers, employees or
agents  shall  be  indemnified  and held harmless by the other party against any
loss,  liability or expense incurred in connection with any actions, proceedings
or  investigations  (including  the reasonable compensation and the expenses and
disbursements  of  its  counsel  and of all persons not regularly in its employ)
arising out of the indemnifying party's failure to perform its obligations under
this  Agreement,  other than any loss, liability or expense incurred, in part or
in whole, by reason of the indemnified party's willful misfeasance, bad faith or
gross  negligence in the performance of its duties hereunder or by reason of the
indemnified  party's  reckless disregard of its obligations or duties hereunder.
Notwithstanding  the  foregoing,  neither  party shall be responsible under this
indemnification for consequential, incidental, special or punitive damages, even
if  the  indemnifying  party  had  prior  knowledge  of  the  possibility  of
the  same.

                                   ARTICLE XV
                                   ----------
                                  MISCELLANEOUS
                                  -------------

     Section  15.1.     Warranties;  Limitation  on  Liability.
     --------------     --------------------------------------
     LYNX  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. LYNKS SOLE Responsibility TO THE CLIENT AND THE CARDHOLDERS SHALL BE TO
MAKE  THE  SERVICE  AVAILABLE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
THE  CARDHOLDER  AGREEMENT.  IN NO EVENT SHALL LYNK BE LIABLE TO THE CLIENT, ANY
CARDHOLDER OR ANY OTHER FIRM OR PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
PUNITIVE  DAMAGES,  EVEN IF LYNK HAD PRIOR KNOWLEDGE OF THE POSSIBILITY OF SAME.


     Section  15.2  Escheatment
     -------------  -----------
     Client  assumes  full  responsibility for rite escheatment of any unclaimed
funds  and for required local procedures appropriate to the individual States in
which  employees  reside.

     Section  15.3.     Force  Majeure.
     --------------     --------------
     Neither  party  hereto  shall  be  liable  for  any  failure to perform its
obligations under this Agreement due Lu: (i) acts of God, such as fires. floods,
electrical storms, unusually severe weather and natural catastrophes: (ii) civil
disturbances,  such  as  strikes  and  riots:  (ii)  acts of aggression, such as
explains. wars, and terrorism; (iv) failure of any third party service providers
to  adequacy  provide  such  services  including, without limitation ATM network
services,  the  Bank's  services.  telecommunication  services, and merchant POS
services:  (v)  failure  or  fluctuations  in electrical power, heat. light. air
conditioning. computer or telecommunication services or equipment: and (iv) acts
of  government,  including, without limitation, the actions of regulatory bodies
which  significantly  inhibit  or  prohibit  either  party from performing their
obligations  under  this  agreement  (*each a "Force Majeure") In such event the
performance  of such parties obligations shall be suspended during the period of
existence  of  Force  Majeure  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  or  Force  Majeure.


<PAGE>
     Section  15.4.  Governing  Law.
     --------------  --------------
     This  Agreement shall be construed in accordance with the laws of the State
of  Georgia  and  the  obligations, rights and remedies of the parties hereunder
shall  be determined in accordance with such laws without regard to conflicts of
law  or  choice  of  law  principles.

     Section  15.5.  Notices.
     --------------  -------
     All  demands,  notices and communications hereunder shall be in writing and
shall  be deemed to have been duly given if personally delivered at or titled by
registered  mail,  postage  prepaid.  to:

     (a)in  the  case  Lynk:               (b)  in  the  case  of  the  Client:
              Lynk  Systems.  Inc.
              600  Morgan  Fulls  Road         ___________________________
              Atlanta,  Georgia  30350         ___________________________
              Attention:  General Counsel      Attention:_________________
              Telephone:  (770) 396-1616       Telephone:(___)________-________
              Facsimile:  (7?O) 396-8431       Facsimile:(___)________-________

     Section  15.6.  Severability  of  Provisions.
     --------------  ----------------------------
     If  any  one  or more of the covenant's, agreements, provisions or terms of
This  Agreement  shall  be  held  invalid  for  any reason whatsoever, then such
covenants,  agreements,  provisions,  or terms shall be deemed servable from the
remaining  covenants,  agreements,  provisions,  or  terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this  Agreement.

     Section  15.7.  Waivers.
     --------------  -------
     No  term  or  provision  of this Agreement may be waived or modified unless
such  waiver  or modification is in writing and signed by the parry against whom
such  waiver  or  modification  is sought to be enforced.  Any 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  my right or power hereunder at any time or times be deemed a
subsequent  waiver  or  relinquishment  o  such  right  or  power.

     Section  15.8.  Counterparts.
     --------------  ------------
     This  Agreement  may  be  executed  in  one or more counterparts and by the
different  parties  hereto  on  separate  counterparts,  each  of  which when so
executed,  shall  be  deemed  to be an original, and all such counterparts shall
constitute  one  and  the  same  agreement.  An  executed facsimile copy of this
Agreement is sufficient to evidence this Agreement and the effectiveness hereof.


     Section  15.9.  Schedules  and  Exhibits.
     --------------  ------------------------
     The Schedules and Exhibits to this Agreement, as amended and in effect from
the  time  of  such  amendment  until  subsequent amendment thereto, if any, are
hereby  incorporated  and  made  a  part hereof and are an integral part of this
Agreement.


     Section  15.10.     Entire  Agreement.
     ---------------     -----------------
     This  Agreement,  including  the Exhibits and Schedules hereto, 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.

     Section  15.11.     Effect  of  Headings  and  Recitals.
     ---------------     -----------------------------------
     The  Section  and  paragraph  headings  herein, as well as the recitals and
preamble  that  precede  the  material  provisions  of  this  agreement. are for
convenience  only  and  shall  not  affect  the  construction  hereof.


<PAGE>
     Section  15.12.     No  Third-Party  Beneficiaries.
     ---------------     ------------------------------
     This  Agreement  is not intended, and shall not be construed to, confer any
rights  upon  any shareholder, creditor. partner or joint venture of the Bank or
Lynk  (except  to  the  extent  any  such persons or entities may be indemnified
hereunder),  or any other person or entity, whether as third party beneficiaries
or  otherwise, against any party hereto or their respective directors, officers.
agents,  employees, representatives, affiliates or controlling persons. The Dank
and  Lynk  acknowledge and agree that they are contracting with each other on an
arm 's-length basis, and this Agreement is not intended to create, and shall not
create,  or  constitute  the  parties  hereto  as  partners  or  joint ventures.


     Section  15.13.     Non-Exclusivity.
     ---------------     ---------------
     The Client: understands and agrees that Lynk's relationship with the Client
under  this  Agreement is non-exclusive, and that Lynk may at any time establish
similar  relationships  with  one or more other parties for similar or any other
purposes.


     Section  15.14.     Amendment.
     ---------------     ---------
     This Agreement may be amended from time to time only by a writing signed by
the  Lynk  and  the  Client.


     Section  15.15.     General  Interpretive  Principles.
     ---------------     ---------------------------------
     For  purposes of this Agreement, except as other-wise expressly provided or
unless  the  context  otherwise  requires:

          (a)     the terms defined in this Agreement have the meanings assigned
     to  them in  this Agreement and include the plural as well as the singular,
     and the use  of  any  gender  herein  shall  be deemed to include the other
     gender;

          (b)     references  herein  to  "Articles,"  Sections," "Subsections,"
     "Paragraphs" and other  subdivisions  without  reference  to a document arc
      to  designated Articles, Sections, Subsections, paragraphs and other
      subdivisions of this  Agreement;

          (c)     reference  to  a  subsection  without  further  reference to a
     Section is a reference to such subsection as contained in the same  Section
     Which the reference  appears,  and this rule shall also apply to paragraphs
     and other subdivisions;

          (e)     the  words  Therein," "hereof," "hereunder" and other words of
     similar  import  refer  to  this Agreement as  a  whole  and  riot  to  any
     particular provision;

          (f)     the  terms  "include" or "including" or any derivation thereof
     shall  mean  without  limitation  by  reason  of  enumeration;  and

          (g)     the  cover  page,  table of contents, headings and subheadings
     hereof  have  been  provided  for  convenience  of  reference  only and are
     riot intended to  and  shall not. affect the construction or interpretation
     of this Agreement.


     Section  15.16.     Successors  and  Assigns.
     ---------------     ------------------------
     This  Agreement shall be binding upon and shall inure to the benefit of the
parties  and their successors and permitted assigns. Lynk may transfer or assign
this  Agreement  upon  thirty (30) days written notice to the Client. The Client
shall  not  transfer  or assign this Agreement without the prior express written
consent  of  Lynk.  such  consent  not  to  be  unreasonably  withheld.


<PAGE>
     TN  WITNESS  WHEREOF,  Lynk and the Client have caused this Agreement to be
duty executed by the respective officers thereunto duly authorized as of the day
and  year  first  above  written.


      LYNK  SYSTEMS,  INC.                   THE  CLIENT


      By:                                    By:  /s/  Joseph N Vallone
           ----------------------------           ----------------------------


      Name:                                  Name:  Joseph N Vallone
           ----------------------------           ----------------------------


      Title:                                 Title: V.P.
            ---------------------------            ---------------------------


      Date: Sept 28, 2000                    Date: Sept 12, 2000
           ----------------------------           ----------------------------


<PAGE>