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                                                                   EXHIBIT  10.3


                               Document is copied.
                           COMDATA PAYMENT SERVICES

                       EXPRESS CASH STATEMENT OF SERVICES
                       ----------------------------------
                      (CARDHOLDER AGREEMENT AND DISCLOSURE)

This Comdata Express Cash Cardholder Agreement and funds distribution disclosure
(the  "Agreement")  covers  both  your rights and the rights of Comdata Network,
Inc.  ("Comdata"),  its  affiliates  and  representatives  relating  to: (a) the
issuance  to,  and  use  by,  you  of  Comdata's  proprietary Comcheks card (the
"Card");  (b)  direct  transfers  of your payroll payments or other recurring or
periodic  payments  of  an  electronic nature to an account established for your
benefit  which  may  be used or accessed by your Card; and (c) Card transactions
(i)  at  automated  teller  machines  (individually,  an  "ATM"),  (ii) approved
point-of-sale  merchant  locations ("POS"), (iii) resulting in the issuance of a
Comcheck  draft, (iv) long distance services and (v) other approved uses for the
Card.

By  accepting  and  using a Card issued by Comdata or its designee, you agree to
the  terms  and  conditions  contained in this Agreement and that such terms and
conditions  will  apply  to  your  use  of  the  Card.

As  used  in  this Agreement, the words "Cardholder", "you", "your", and "yours"
refers  to the persons to whom a Card has been issued pursuant to this Agreement
and  the related Funds Distribution Agreement between Comdata and your employer.
The words "we", "us", "our" and "ours" refers to Comdata and, as applicable, its
affiliates  and  representatives,  including  First  American  National  Bank,
Nashville,  Tennessee  or a successor or alternate bank or financial institution
designated  by  Comdata  (the  "Bank").  The phrases "business day" means Monday
through  Friday,  except  federal  holidays.

Please  retain  a  copy of this Agreement for your records and future reference.

                     FUNDS DISTRIBUTION AND TRUST AGREEMENT
                     --------------------------------------

1.   GENERAL. Comdata's Express Cash Funds Distribution Services (the "Service")
     --------
     is a means by which your  employer may transfer  funds owed to you, such as
     wages or  expense  reimbursements,  which  funds  are then,  in turn,  made
     available for access and use by you by use of the Card.  Funds  transferred
     by your  employer to Comdata  under the Service will, in turn, be deposited
     and held in a  non-interest  bearing trust account  located at 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  transfer to be made from funds  assigned to each  Cardholder  in the
     Comdata  accounts or trust  account,  be  applicable  and  appropriate,  in
     accordance  with  instructions  received  from you by use of your Card (for
     example,  withdrawal  instructions  received  from the use of the Cad at an
     ATMN  or  purchase  instructions  received from a  point-of-sale  network).


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     By accepting  and/or  using the Card,  you  hereby  request  and  authorize
     Comdata  and/or the Bank, as applicable,  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
     fee associated  therewith,  to the appropriate party or parties.

2.   CONSENT TO BE PAID  THROUGH THE SERVICE,  ACKNOWLEDGEMENTS.  (a) Consent to
     -----------------------------------------------------------      ----------
     Method of Payment.  By accepting  and/or using the Card, you hereby request
     -----------------
     and  authorize  your  employer  to  transfer  funds due to you  through the
     Service as described  herein and expressly and voluntarily  consent to such
     payment and funds distribution method.

(b)  No interest Paid on Funds. You acknowledge and agree that funds transferred
     -------------------------
     to you through the Service will be held in a trust account  (which will not
     accrue or pay interest for your benefit) at the Bank for your benefit until
     used or accessed  by you through  your use of the Card and that no interest
     will be paid on you on such funds.  To the extent  interest may accrue,  if
     any,  you  understand  that  Comdata  or its  designee  shall be entitle to
     receive  and keep any such  amounts  to  cover  costs  associated  with the
     Service.

(c)  Employer Access to Spending  Information.  You recognize that your employer
     ----------------------------------------
     may provide you periodic statements  regarding purchases and other activity
     with respect to your Card.  This Card statement  delivery method means that
     your employer will have access to  information  about your use of the Card,
     including  information  such as where  purchases have been made by you. You
     hereby consent to your employer  having access to such  information for the
     purpose  of  delivering   periodic   Card   statements  to  you  and  waive
     confidentiality with respect to such information for this purpose.

3.   TRANSACTION LIMITATIONS.  Withdrawals or use of funds assigned to your Card
     -----------------------
     may only be made from an ATM,  POS,  issuance  of a Comchek  draft,  use of
     certain long distance  telecommunications  services or other means approved
     by Comdata.  Withdrawals  or use of funds  assigned to your Card may not be
     made unless there are  sufficient,  collected  funds  attributable  to your
     Card.

4.   DEPOSITS; FUNDS AVAILABILITY. Additional deposits assigned to your Card may
     -----------------------------
     only be made by direct deposit of your pay or other monies (such as expense
     reimbursement)  from your  employer  in any  amount or by other  electronic
     transfer as permitted by Comdata in writing. Deposits by check, cash, other
     preauthorized transaction or any other manner are not available through the
     Service.  Any transfers from your employer to your Card will be immediately
     available.

5.   FEES. Current fees applicable to use of your Card have been provided to you
     ----
     on a Fee  Schedule.  Fees  are  assessed  at the  time  of  the  applicable
     transaction  and may be changed by Comdata or others from time to time upon
     written notice to your employer.


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6.   STATEMENTS; ERROR RESOLUTION.  You will receive periodic statements showing
     ----------------------------
     all Card activity  during the statement  cycle,  including  fees or service
     charges imposed.  If you believe that your statement  contains a mistake or
     discrepancy,  then you must notify us within  sixty (60) days of receipt of
     the first statement containing a mistake or discrepancy in order to resolve
         -----
     the discrepancy. Otherwise, the statement may be deemed correct.

7.   CUSTOMER SERVICE.  Customer service is available to assist you in obtaining
     ----------------
     Card balance information, lost or stolen card assistance and other matters.
     The  telephone  number  for  customer  service is  (800)741-2777.  Customer
     service  representatives are available  twenty-four (24) hours a day, seven
     (7) days a week.

8.   TRANSFERABILITY.  Your Card is not transferable. You may not assign, pledge
     ----------------
     or otherwise  transfer you interest in funds accessible by the Card without
     our prior written consent.

9.   RIGHT  OF  SET-OFF.  We have a right  of  set-off  against  funds  that are
     -------------------
     accessible through use of your Card.

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


                      ELECTRONIC FUNDS TRANSFER DISCLOSURE
                      ------------------------------------

1.   CARD ISSUANCE AND  RESPONSIBILITIES.(a) You will be issued one Card and you
     -----------------------------------
     will select a Personal Identification Number ("PIN") for use with your Card
     to access  funds  distributed  to your Card.  Upon our  acceptance  of your
     written  acceptance of this  Agreement,  you may use your Card to access or
     use such funds.

(b)  For  security  purposes,  only you will know your PIN. It is not printed on
     the Card,  and neither our personal nor your  employees  have access to it.
     The  Card  and the  PIN are not  transferable  and are  provided  for  your
     protection and  identification  during Card related financial  transactions
     and other uses of the Card.


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(c)  You agree  that you  will;  (i) use the Card,  PIN and  services  available
     through the Service as instructed;  (ii) promptly  notify us of any loss or
     theft of the Card or disclosure of the PIN; and (iii) accept  liability for
     misuse of the Card and PIN as described in Section 5 below.

2.   CARD USES. By properly using your valid Card and PIN, you may withdraw cash
     ---------
     at any ATMs  bearing  the ATM network  logo on your Card (i.e.,  Cirrus) or
     other  network to which the Card and the  Service  has  access,  subject to
     applicable  limitations.  You may also use you Card to  purchase  goods and
     services at POS merchant  participating  in the POS network(s) to which the
     Card  has  access  (i.e.,  Maestro),  subject  to  applicable  limitations.
     Further,  you can use your  Card to  purchase  a  Comchek  draft,  use long
     distance services and obtain other products and services, as may be offered
     and authorized by Comdata from time to time.

3.   CARD USE LIMITATIONS. There may be a network or ATM owner limitation on the
     --------------------
     dollar amount of cash withdrawals  initiated by the use of your Card during
     a given time  period.  This may limit the minimum and maximum  amounts that
     you may  withdraw  through use of your Card.  The owner of the ATM may also
     charge a fee for the transaction,  which is in addition to any fees charged
     by us. You will be charged by us a fee per transaction,  including  balance
     inquiries,  as stated in our then current Fee Schedule. In using your Card,
     you agree not to initial a withdrawal,  purchase or other transaction which
     will exceed the total  amount of funds  assigned to your Card at that time.
     You  authorize us or our  designee to verify the balance  available on your
     Card prior to authorizing or completing a transaction.

4.   DOCUMENTATION OF TRANSFERS.  (a) Transaction Records. You will get a record
     --------------------------   -----------------------
     each time you use an ATM or POS; (b)  Statements.  Periodic Card statements
                                      ---------------
     will  be made  available  to you  which  will  show  information  for  each
     preauthorized transfer as well as other account activity; and (c) Recurring
                                                                   -------------
     Electronic  Deposits.
     --------------------

5.   LIABILITIES.  (a) Our Liabilities  for Failure to Make Transfers.  If we do
     ------------
     not cause the  completion  of a  transfer  to or from your  account  in the
     correct  amount and manner  according to our  agreement  with your and your
     employer,  we will be liable for your loses and damages,  except as limited
     herein.  However,  there are some exceptions.  For example,  we will not be
     liable under the following circumstances;  (i) if through no fault of ours,
     you do not have enough money in your account to make the transfer;  (ii) if
     the ATM where you are making the transfer does not have enough cash;  (iii)
     if the  ATM,  POS or  other  device  was  not  working  properly;  (iv)  if
     circumstances  beyond our control (such as fire, flood,  telecommunications
     or computer malfunctions or acts of God) prevent the transfer; (v) if funds
     are encumbered  through legal process;  or (iv) if we receive incomplete or
     inaccurate   information  from  governmental  or  other  sources,  such  as
     Automated Clearing Houses.


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(b)  Your Liability for Unauthorized Transfers.  You agree to use the Card, PIN,
     -----------------------------------------
     ATMs,  POS network and other  authorized  services or products only for the
     purposes  outlined in this  Agreement.  You must tell us immediately if you
                                                              -----------
     believe your Card has been lost, stolen, or if someone has possibly learned
     your PIN. Telephoning us is the best way of keeping your possible losses to
     a minimum.  You could lose all the money assigned to your Card account.  If
     you tell us within two (2) business  days, you can lose no more than $50 if
     someone  used  your Card  without  your  permission.  If you do not tell us
     within tow (2)  business  days after you learn of the loss or theft of your
     Card,  and we prove we could  have  stopped  someone  from  using your Card
     without your permission if you had told us, you could lose as much as $500.

     Further, if your Card statement shows transfers that you did not make, tell
     us at  once.  If you do not  tell us  within  sixty  (60)  days  after  the
     statement  was  delivered  to you,  you may not get back any money you lost
     after the 60 days, if we can prove that we could have stopped  someone from
     taking or using the money if you had told us in time.

     If you need to report  discrepancies or a lost or stolen card,  please call
     or write either  Comdata or the Bank.  Our addresses and telephone  numbers
     are:

     First  American  National  Bank          Comdata  Network,  Inc.
     First  American  Center                  5301  Maryland  Way
     Nashville,  TN  37238                    Brentwood,  TN  37027
                                              (800)741-2777

                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1.   CANCELLATION OF AGREEMENT. We reserve the right, in our sole discretion, to
     -------------------------
     refuse further funds  distributions from your employer to your Card account
     and to  terminate  your Card  account and access at any time upon notice to
     you.  This  Agreement may be canceled by either of us at any time by giving
     written notice of cancellation.  Your cancellation will be effective within
     two  business  days  after  receipt  of any such  notice.  You will  remain
     responsible  and  liable  for  any  transactions  initiated  prior  to  the
     effective  date  of the  cancellation  and  any  service  charges  or  fees
     incurred.  Any  funds  remaining  on your Card  upon  cancellation  will be
     remitted to you by check or Comcheck draft at the address you provide to us
     for such purpose.

2.   ENFORCEMENT.  If we refer any matter  relating  to your Card to a lawyer to
     -----------
     enforce any of the terms of this  Agreement,  you agree to pay our lawyer's
     fees plus court costs, and any other fees or expenses allowed by law in the
     event that we are the prevailing  party.  we can delay enforcing our rights
     under this Agreement without losing or waiving them.



3.   CHANGES  AND  MODIFICATIONS.  We may  amend  or  change  the  terms of this
     ---------------------------
     Agreement  and our Fee Schedule at any time by giving  [written]  notice of
     the change and the effective date. We will notify your employer at least 10
     days prior to the effective date of any amendment or change in the terms of
     this Agreement or the Fee Schedule.

4.   GOVERNING LAW; MISCELLANEOUS MATTERS.  This  Agreement shall be interpreted
     ------------------------------------
     in accordance with the local laws of the State of Tennessee, without regard
     to the choice of law rules  of  such  stare.  If any of the  terms  of this
     Agreement are determined to be invalid or  unenforceable,  the remainder of
     the Agreement shall survive in full force and effect. This Agreement may be
     assigned  by us and is binding  upon and  enforceable  against  your heirs,
     legal representatives or successors.

5.   DISCLOSURE OF ACCOUNT INFORMATION. We will keep information about your Card
     ----------------------------------
     account  confidential.  However,  Comdata  and/or  the Bank  will  disclose
     information  to certain  parties  about your Card activity in the following
     situations;  (a) to your  employee so that Card account  statements  may be
     delivered to you as discussed  above;  (b) in order to verify the existence
     and condition of your account for a third party (such as a credit bureau or
     merchant);  (c) in order to comply with government  agency or court orders;
     (d) if  you  give  us  written  permission  to do  so;  or (e) to  lawyers,
     accountants,  collection agencies,  credit bureaus.  Financial institutions
     and others involved in collection,  adjustment,  settlement or reporting of
     such matters.


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First  American
Distribution  Management  -  Cards
550  Metroplex  Drive  NA-7203
Nashville,  TN  37211


November  8,  1999

Ms.  Debbie  Gray
Comdata  Corporation
5301  Maryland  Way
Brentwood,  TN  37207

Debbie:

This  letter  represent  official  notification  of  Approval  for  the Pinnacle
Business  Management  Program,  and  notification  of responsibility of Comdata,
Pinnacle  and  their  associates  (MailBoxes  Etc.)  of  additional  security
requirements  for  the  program.

Specifically;

1.     Audit  control  logs,  verifiable  and  available  on  demand.
2.     Access  controls.
3.     Theft  notification.
4.     Card  Storage  controls.
5.     Card  holder  application  handling.

Pinnacle  will  be  responsible for the actions of their agents, as will Comdata
for Pinnacle's compliance.  I would like to meet to determine how we will manage
this  program's  compliance  without  creating  an  undue  hardship.

Thanks  for  your  time.  I  await  your  response.

Cordially,

/s/

William  Appleton
A.V.P.  -  Cards

Attachment
Cc:  Bobbi  Dozier,  Russell  Rogers


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                           FEES AND CLIENT INFORMATION
             (Comdata Payment Services Funds Distribution Agreement)

                               CLIENT INFORMATION

PINNACLE  BUSINESS  MANAGEMENT,  INC.          ROBERT  GALLATIN
-------------------------------------          ----------------
Client  Name  (exact  legal  name)             Client  Contact  Name and Title

2963  GULF  TO  BAY  BLVD.,  SUITE  265        727-669-7781
---------------------------------------        ------------
Client  Street  Address                        Client  Telephone  Number

CLEARWATER     FL     33759                    727-669-5912
---------------------------                    ------------
City          State   Zip Code                 Client  Facsimile  Number

CUSTOM  CARDS.  If  ordered  by  Client, Comdata will produce customized Comchek
-------------
cards  for  distribution  in  connection  with  Service.

     Custom  Cards  Cost
     -------------------
     0-3,000          $1.50  per  card
     3,000-10,000     $1.00  per  card
     10,000+          $0.75  per  card

     One  -time  Set-up  Fee     $500.00

     Custom  Card  Surcharges
     ------------------------
     Less  than  1  week     90%
     Less  than  2  week     65%
     Less  than  3  week     45%
     Less  than  4  week     15%

     *Prices  are  based  upon  a  typical  4-color  custom  card

METHOD  OF  PAYMENT
-------------------

     Form:  Wire               Frequency:  Daily

SECURITY
--------

     Type:                      Amount:  $
          ----------                     -----------


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                                                                       Exhibit B


                                  COMPANY FEES

The  following  are  the  current  fees  applicable  to transactions effected by
Cardholders  using  the  Card.  The  Client acknowledges and agrees that Comdata
shall deduct the  amount of any such fees, together with the principal amount of
any  such  transactions,  from  the  balance of amounts on each respective Card.

Type  of  Transaction                              Per  Transaction  Fee
Express  Cash  -  Draw  Fee                        $  1.25
Comdata  Answer  Plus  Phone  Card  (per  minute)  $  0.20
(A one-time fee of  $30  applies  to  all  calls
originating  from  a  payphone)
Comdata  Answer  Plus  Voice  Mail  (per  minute)  $  0.20
ATM  Access  (U.S.)                                $  1.25
ATM  Access  (International  Fee)                  $  3.25
ATM  Balance  Inquiry                              $  1.25
ATM  Decline  Fee                                  $  1.25
POS  Debit  Transactions                           $  1.25


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