Exhibit 10.1

                       ACQUISITION AND FINANCING AGREEMENT

This Acquisition and Financing  Agreement (the  "Agreement"),  dated November 7,
2003  is  by  and  between  PayCard  Solutions,   Inc.,  a  Nevada  Corporation.
("PayCard")  having its principal address at 500 North Rainbow Blvd, Suite 300A,
Las  Vegas,  Nevada  89107 and  C.E.C.  Industries,  Corp.  ("CECC")  having its
principal  address  at  136  Arbor  Way,  Henderson,  NV  89074,   (collectively
the"Parties").

WHEREAS CECC is a Nevada  corporation  whose shares are currently  quoted in the
over the counter market and;

WHEREAS  PayCard is a Nevada  corporation  that is in the  business of providing
payroll debit cards to employers and individuals and;

WHEREAS CECC desires to acquire businesses in this field and can offer financing
opportunities and;

WHEREAS PayCard desires  additional capital to expand its business and wishes to
become part of CECC;

THEREFORE the Parties agree as follows:

         1.       Acquisition.  CECC shall establish a wholly owned  subsidiary.
                  PayCard  Unlimited,  Inc (the  "Subsidiary").  The  Subsidiary
                  shall be capitalized with 1,000 shares of common stock. At the
                  closing of the transaction  herein  described,  the Subsidiary
                  shall  acquire  all  of  PayCard's  assets,   liabilities  and
                  contracts,  subject to the terms and conditions  herein.  Upon
                  the closing of the  acquisition as herein  described,  PayCard
                  will receive the following:

                           (a) 200 shares of the common stock of the  Subsidiary
                           or 20% of the  shares  of  the  common  stock  of the
                           Subsidiary,  which is ever is  greater,  all of which
                           shall be  non-dilutable.  (Issued to the shareholders
                           of PayCard)

                           (b) CECC shall issue to the  shareholders  of PayCard
                           $300,000 of the restricted common shares of CECC, all
                           of which shall be non-dilutable.  For purpose of this
                           Agreement,  the Parties  agree that CECC common stock
                           shall  have a stated  value of $.10 per  share.  CECC
                           shall cause a SB-2  registration  request to be filed
                           with respect to said common stock.

                           (c) CECC  agrees  that if the price of CECC's  common
                           stock is not  sufficient  to  generate  a value of at
                           least  $250,000  at the  earlier of 24 months or upon
                           liquidation,  CECC shall issue  additional  shares to
                           PayCard  such  that this  value is at least  equal to
                           $250,000.


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                           (d) Upon the twelve month  anniversary of the Closing
                           of the transaction  described  herein,  PayCard shall
                           exchange,  subject to PayCard meeting its performance
                           goals and valuation  measure(s) to be mutually agreed
                           to by the Parties and attached hereto as exhibit `A',
                           the 200 shares of common stock of the  Subsidiary for
                           common  shares of CECC in an amount to be  calculated
                           pursuant to the formula given on Exhibit `A'.

      2.    Financing.  CECC  shall  lend,  or cause to be  loaned  to  PayCard,
            $250,000   (the   "Loan"),   subject  to  a  mutually   agreed  upon
            disbursement and use of proceed schedule  attached hereto as Exhibit
            'B'. PayCard hereby acknowledges receipt of $50,000 received to date
            and has a rate of 8%  interest.  The Loan shall be payable  interest
            only, on a monthly basis with principal due in full at maturity. The
            loan  shall  carry a one year  extension,  provided  that  PayCard's
            revenues meet or exceed 50% of those  projected on Schedule `A', for
            the 12 month period beginning with the first  disbursement under the
            Loan.  The  Loan  shall  be  secured  by the  Company's  assets  and
            subsequent to the closing of the  transaction  contemplated  by this
            Agreement,  PayCard's 200 shares of Common Stock in the  Subsidiary.
            These  assets  shall  include  but not  limited  to  cash,  accounts
            receivables, assignment of contracts, property, plant and equipment.
            The Loan and Security  Agreement shall be attached hereto as Exhibit
            'C'.

      3.    Management and Independent Contractor Agreements:.

            Employment Agreements.  Certain officers and independent contractors
            have  entered  into  Management   Agreements  with  PayCard,   which
            agreements  shall be ratified by Subsidiary and are attached  hereto
            as  Exhibit  `D'.   The  names  of  the  officers  and   independent
            contractors with Management Agreements are:

                           Jill Stein
                           Mele Gabales
                           Michael Anderson
                           Gloria Hall

            Independent    Contractor    Agreement.    PayCard   has    existing
            override/royalty  agreements with certain independent contractors in
            the form of persons  and  entities  who are  listed in the  attached
            Exhibit E to this Agreement.  The royalty rates and/or payments owed
            are set forth therein.  In addition  thereto,  PayCard has disclosed
            that it has a override/royalty  agreement with TSO Corporation which
            is also attached hereto as Exhibit F. PayCard represents that it has
            no other  agreements for royalties and/or overrides other than those
            disclosed   herein.   Subsidiary   agrees  to  ratify  the  existing
            Independent  Contractor  Agreements;  and,  to the extent  necessary
            and/or desirable,  will negotiate with such independent  contractors
            for stock options and other compensation to retire said obligations.

      4.    Due  Diligence:  The Parties agree to supply each other with all the
            documentation  that  either  party  will  need to  complete  its due
            diligence in anticipation of a closing  including but not limited to
            financial  statements,   statements  of  condition,   disclosure  of
            ownership  and full  disclosure  of any legal or other matters which
            might materially effect the merger. PayCard has been provided with a
            copy of CECC's due diligence checklist.


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      5.    Disclosure:  During the period prior to closing,  except as required
            by SEC rules of Fair Disclosure,  the parties agree to keep specific
            details of this letter of intent  confidential except to the parties
            hereto  and  authorized  representatives  including  not  limited to
            attorney's, accountants, and consultants.

      6.    Assignment:  No party may assign this  letter of intent  without the
            prior written approval of all parties hereto.

      7.    Termination:  This letter of intent may be terminated by: (a) mutual
            written  consent of the parties hereto,  providing  however that any
            principal and interest  balance of the Loan as  referenced  above in
            Item 2, shall become due and payable  within thirty days of the date
            of  termination  if terminated  by PayCard,  or by either party if a
            closing has not  occurred  on or before the Closing  Date as defined
            herein.

      8.    Closing Date:  Provided the Parties are satisfied  with each other's
            due diligence,  the Parties shall executed definitive  documents and
            the closing date shall be on or before November 30, 2003.

      9.    Miscellaneous Provisions:

            Construction/Arbitration:  This  Agreement  shall be  construed  and
            enforced  under the laws of the State of Nevada,  Clark County.  Any
            controversy  arising  out  of or  relating  to  the  performance  or
            interpretation  of this Agreement  shall be subject to  arbitration,
            under  the laws of the  State of Nevada  and in Las  Vegas,  Nevada.
            Notwithstanding  the preceding  paragraph,  the designation of venue
            and choice of law is for the sole convenience of the parties hereto,
            and any such party may be  represented  during said  arbitration  by
            their  corporate  counsel or other such  counsel of their  choosing,
            regardless  of whether they are a member of the State Bar of Nevada.
            Arbitration  shall be conducted by a retired  Nevada  District Court
            Judge with  experience in trying issues and disputes of similar kind
            to the  dispute at issue  herein,  who may award any remedy  that is
            just and  equitable  in his/her  opinion and such  judgement  may be
            entered in a court of competent  jurisdiction  on any award rendered
            hereunder.  If the parties  cannot  mutually agree on an arbitrator,
            then any court of competent jurisdiction,  shall on upon application
            appoint an arbitrator  consistent  with  qualifications  required in
            this  paragraph.  Evidence  presented  at the  arbitration  shall be
            admitted or excluded in accordance with the NEVADA EVIDENCE CODE. If
            any party  refuses or  neglects  to appear at or to  participate  in
            arbitration  proceedings after reasonable  notice, the arbitrator is
            empowered to decide the  controversy  in  accordance  with  whatever
            evidence is  presented  by the party or parties who do  participate.
            The arbitrator  will award to the  prevailing  party or parties such
            sums as are proper to compensate  for the time,  expense and trouble
            of  arbitration,  including  arbitrations  fees plus attorney  fees,
            which attorney's fee award shall not exceed ten percent (10%) of the
            arbitration  award. The arbitrator will retain the jurisdiction of a
            controversy even if a party or parties to dispute will not or cannot
            be joined in the arbitration proceedings.


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            B. Entire Agreement.  This Agreement  supersedes and cancels any and
            all other  contracts  referring  to the subject  matter  herein.  No
            modifications,  alteration  or  waiver  of this  Agreement  shall be
            effective unless in writing, executed by the parties hereto.

            C. Assign ability.  This Agreement shall inure to the benefit of the
            parties, their successors and assigns.

            D.   Counterparts:   This  Agreement  may  be  executed  in  several
            counterparts,  each of which shall be deemed an original, but all of
            which  counterparts  collectively  shall  constitute  one instrument
            representing the Agreement between the Parties hereto.

            E. Captions: Captions of the various contained in this Agreement are
            intended  to be used solely for  convenience  of the Parties and are
            not  intended,  nor are they  deemed to modify,  or explain or to be
            used as an aid in the  construction of any of the provisions of this
            Agreement.

         AGREED AND ACKNOWLEDGED this 7th day of November 2003.

         CEC INDUSTRIES, CORP.


         /s/ Brian Dvorak
         ---------------------------
         Brian Dvorak, President/CEO

         PAYCARD SOLUTIONS, INC.


         /s/ Jill Stein, President
         ---------------------------
         Jill Stein, President/CEO




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                                    Exhibit A

1.       The valuation  shall be by mutual  agreement.  In the event the parties
         cannot   mutually   agree,   the  party  shall  mutually  agree  on  an
         arbitrator/mediator.  In the event  the  parties  cannot  agree on such
         arbitrator,  each party shall be entitled to pick one arbitrator,  both
         of  whom  shall  pick  a  third   arbitrator.   The  arbitrator  and/or
         arbitrators  shall  make the  final  determination  of the value of the
         company for purposed of valuing the Subsidiary/PayCard Solutions.

2.       The  Subsidiary/PayCard  Solutions shall be valuated on a formula to be
         determined and agreed upon by both parties.





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                                    EXHIBIT B
                                  Disbursements

The disbursement schedule for the balance of the loan to PayCard Solutions, Inc.
is as follows:

         $25,000 upon closing
         $25,000 on or before November 30, 2003

Between $12,500 and $25,000 by December 12, 2003
Between $12,500 and $25,000 by December 26, 2003
Between $12,500 and $25,000 by January 9, 2004
Between $12,500 and $25,000 by January 23, 2004
Between $12,500 and $25,000 by February 6, 2004
Between $12,500 and $25,000 by March 13, 2004

Any remaining balance due to be paid within 30 days of last payment on schedule.