EXHIBIT 10.12


                   POS NETWORKS MERCHANT SPONSORSHIP AGREEMENT

This POS NETWORKS  MERCHANT  SPONSORSHIP  AGREEMENT (the "Agreement") is entered
into as of this 1st day of March, 2003, by and between Carrollton Bank a banking
corporation ("Bank") and Kryptosima LLC, a Georgia Limited Liability Corporation
("Correspondent").  Capitalized  terms used, but not otherwise  defined,  in the
Agreement have the meanings  assigned to those terms in the Networks'  Operating
Rules, as such rules may be amended from time to time (the "Operating Rules").

                                    RECITALS

A) Bank is a principal  in  Networks,  as defined  below.  "Networks"  operate a
telecommunications  and  processing  system ("POS  System")  which,  among other
things,   effectuates   the   switching,   processing   and  settlement  of  (i)
point-of-sale  transactions ("POS Transactions') and (ii) POS scrip transactions
("Scrip  Transactions") and, collectively with POS Transactions for the purchase
of goods and services from participating retail merchants  ("Merchants") through
the use of the  Networks'  POS  Cards.  "Networks"  shall  mean the POS  Systems
operated by NYCE, PULSE, STAR, TRANSALLIANCE,  INTERLINK,  MAESTRO, AFFN, ALASKA
OPTION,  SHAZAM and any other  operators of POS Systems as the parties may agree
upon in writing from time to time.

B)  Correspondent  desires to deploy and service  (or cause to be  deployed  and
serviced)  terminals  ("POS  Terminals")  used to transmit POS  Transactions  at
Merchant  locations within the Networks'  Primary  Marketing Area, and to switch
process  and/or  settle  POS  Transactions  generated  by these  POS  Terminals.
Correspondent desires to connect these terminals to the Networks. In some cases,
devices will be deployed to consumers'  homes,  to enable debit  transactions to
pay  for  purchases  at  Internet   Merchants  web  sites.   Internet   merchant
transactions will be permitted only for cards bearing the logos of networks that
allow such transactions.

C) Correspondent  is not eligible for membership in Networks.  Correspondent ( )
is a certified POS Processor with Networks ("Certified Processor") or (X) is not
a Certified  Processor,  but acts as an  intermediary  between  Merchants and an
independent entity which is a Certified Processor.

D) Networks  permit POS  Transactions  generated by POS Terminals  which are not
deployed and  serviced by a POS Member or Affiliate to be processed  through the
Networks;  provided a POS Member or  Affiliate  sponsors  the  Merchant at whose
place of business the POS Terminal is located as a "Merchant" of the Networks.

E)  Correspondent  desires to have Bank sponsor its Merchants  into the Networks
("Sponsored Merchants").

F) Bank is willing to sponsor Correspondent's Merchants into Networks subject to
all of the terms and conditions of this Agreement, including,  specifically that
Correspondent  assume,  as to the  Sponsored  Merchants,  all of the  duties and
obligations of Bank to Networks, its Members, Affiliates and Processors.

                                    AGREEMENT

In   consideration   of  the   foregoing,   and  for  other  good  and  valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Correspondent and Bank agree as follows:

I) Representations and Warranties. Correspondent represents and warrants to Bank
as follows:

         A) Corporate Power and Authority.  Correspondent  is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Georgia;  is  authorized  to  do  business  and  is  in  good  standing  in  the
jurisdictions  in which its  property  or the  conduct of its  business  legally
requires such authorization; and has full power and authority to enter into this
Agreement and to perform its obligations hereunder. The execution, delivery, and
performance of this Agreement by  Correspondent  has been duly authorized by all


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necessary  action and does not and will not (i)  require the consent or approval
of  Correspondent's  shareholders or partners;  (ii) contravene  Correspondent's
organizational   documents;   (iii)  violate,   or  cause  injunction,   decree,
determination,   or  award   presently  in  effect   having   applicability   to
Correspondent;  (iv) result in the breach of, or constitute a default under, any
indenture  or  loan  or  credit  agreement  or any  other  agreement,  lease  or
instrument  to which result in, or require,  the creation or  imposition  of any
lien, charge or other encumbrance of any nature whatsoever, upon or with respect
to any of the properties now owned or hereafter acquired by Correspondent.

         B) Legally Enforceable Agreement. This Agreement has been duly executed
and delivered by Correspondent and is the legal,  valid, and binding  obligation
of Correspondent, enforceable against Correspondent in accordance with its terms
except  to the  extent  that  such  enforcement  may be  limited  by  applicable
bankruptcy,  insolvency,  and other  similar laws  affecting  creditors'  rights
generally.

         C)  Operating  Rules.   Prior  to  the  execution  of  this  Agreement,
Correspondent  has  received  and  reviewed  a full  and  complete  copy  of the
Operating Rules.

         D)  Financial  Statement   Certification.   All  financial   statements
furnished by  Correspondent  to Bank are correct and complete and fairly present
the financial  condition of Correspondent  for the fiscal period in question all
in  accordance  with  generally  accepted  accounting  principals   consistently
applied. The financial statements published to the SEC by correspondent's parent
company,  InstaPay  and  available  online are correct and  complete  and fairly
represent  InstaPay's  financial  condition.  Since the date of the most  recent
financial  statements  delivered to Bank,  neither the business,  properties nor
condition  (financial or other) of  Correspondent or InstaPay has been adversely
affected in any material way.

II) Duties of Correspondent.

         A) Merchant Agreements. Correspondent shall, from time to time, install
(or  provide  for the  installation  of)  POS  Terminals  in  retail  and  other
establishments  pursuant to written  agreements  with  Sponsored  Merchants (the
"Merchant  Agreements").  Such Merchant Agreements shall be in form satisfactory
and substance  satisfactory to Bank, shall contain at least the substance of the
provisions of the Operating  Rules and shall obligate the Sponsored  Merchant to
abide by the Operating Rules.  Correspondent  shall be responsible for effecting
any necessary and  appropriate  amendments to the Merchant  Agreements  that may
become necessary as a result of subsequent amendments to the Operating Rules. In
the  event a  Sponsored  Merchant  refused  to  consent  to any such  amendment,
Correspondent  shall notify Bank prior to the effective date of the amendment to
the Operating Rules and upon such notice such Sponsored Merchant shall be deemed
terminated from participation in Networks.
The  Merchant  Agreements  may contain  such other terms and  conditions  as are
mutually agreed upon between any Sponsored Merchant and Correspondent; provided,
however,  that such  additional  terms and  conditions  do not conflict with any
provisions of this Agreement or the Operating Rules.

         B) Requests for Sponsorship of Merchants.  Correspondent  shall request
Bank to sponsor  Merchants by completing  and  forwarding to Bank such forms and
other  documents as may be required by Networks for enrollment of such Merchants
and a copy of the applicable  Merchant  Agreement (all such forms and documents,
collectively the "Enrollment Forms").

         C) Compliance With Operating  Rules.  Correspondent  agrees to abide by
the Operating Rules and all applicable laws,  rules and  regulations,  as all of
the  foregoing may be amended from time to time.  Notwithstanding  the fact that
Bank may from time to time provide  Correspondent  with copies of the  Operating
Rules or  amendments  thereto,  Correspondent  shall be solely  responsible  for
keeping itself apprised of amendments and changes to the Operating Rules.

         D) Notices to Bank. Correspondent shall deliver to Bank within 48 hours
of receipt by Correspondent a copy of all notices or correspondence  (other than
routine updates,  correspondence  and notices sent to all Certified  Processors)
that it  receives  from (i)  Networks,  (ii) the  Networks'  Switch,  (iii)  any
federal, state or local governmental  authority,  or (iv) any third party, which
in any way  relates  to any  Sponsored  Merchant,  Correspondent's  status  as a
Certified  Processor,  or this Agreement.  In the event  Correspondent  is not a
Certified  Processor,   Correspondent  shall  cause  its  independent  Certified
Processor to comply with the  provisions  of this  Section II, D.  Correspondent
shall also notify Bank promptly in the event any Sponsored  Merchant violates or
fails to comply with its Merchant  Agreement with  Correspondent,  terminates it
Merchant Agreement with  Correspondent or has its Merchant Agreement  terminated
by Correspondent.  Likewise,  Correspondent  shall notify Bank promptly,  in the
event its independent  Certified  Processor for any reason ceases to be approved
by Networks,  violates or fails to comply with its agreement with Correspondent,

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terminates its agreement with Correspondent or has such agreement  terminated by
Correspondent.

         E) Use of  Bank's  Name.  Neither  Correspondent  nor  its  independent
Certified  Processor  shall use Bank's  name or logo for any  reason,  or use or
refer to Bank in any advertisements, sales, presentations or marketing materials
without the express prior written consent of Bank.  Correspondent may accurately
describe its relationship with Bank in response to questions and in its dealings
with Sponsored Merchants.

         F) POS Processor Agreement.  If Correspondent is a Certified Processor,
Correspondent  shall enter into a POS  Processor  Agreement  with  Networks  the
Operating  Rules  and  shall  comply  with  the  terms  thereof.   In  addition,
Correspondent  shall use its best efforts to maintain itself in good standing as
a  Certified  Processor.  If  Correspondent  utilized an  independent  Certified
Processor,  such Certified  Processor shall enter into a POS Processor Agreement
with Networks as herein  provided and  Correspondent  shall cause such Certified
Processor  to  comply  with the  Operating  Rules  and use its best  efforts  to
maintain itself in good standing as a Certified Processor.

         G) Audits and  Financial  Statements.  Correspondent  shall  furnish to
Bank, as soon as available,  and in any event within ninety (90) days of the end
of each fiscal year, consolidated balance sheets of Correspondent and its parent
InstaPay as of the end of such fiscal year and consolidated statements of income
and retained  earnings and statements of changes in financial  position for such
fiscal  year,  all in  reasonable  detail and all  prepared in  accordance  with
generally accepted accounting  principles  consistently applied, and reviewed by
an accountant  acceptable to Bank.  Timely filing by InstaPay of its  financials
with  SEC  as  part  of its  public  company  reporting  requirements  shall  be
considered to fulfill this requirement.
If  Correspondent  is not a financial  institution  or  affiliate of a financial
holding   company   subject  to  an  examination   by  regulatory   authorities,
Correspondent  shall, at its own expense, be subject to an as needed or required
by ATM Network periodic examination and audit of all its functions in connection
with its switching,  processing and settlement of POS Transactions for Sponsored
Merchants, at such frequency as Bank deems appropriate, by independent certified
public accountants satisfactory to Bank. The scope of such examination and audit
shall meet such  standards as may be prescribed by Bank, and the results of such
examination and audit shall be made available to Bank.

III) Duties of Bank.  Subject to all of the provisions  contained  herein,  Bank
agrees to sponsor into  Networks,  and shall use its best efforts to remain as a
member of those Networks, all of the Merchants as Correspondent may request from
time to time;  provided,  that Bank,  in its absolute  discretion  may refuse to
sponsor any Merchant  requested by  Correspondent.  With respect to any Merchant
accepted by Bank for sponsorship, Bank shall promptly (and in no case later than
5 Business  Days  after its  receipt of the  Enrollment  Forms for a  particular
Merchant) complete and execute the applicable  Enrollment Forms,  forwarding the
original  Enrollment Forms to Networks and photocopies thereof to Correspondent.
For  purposes  of this  Agreement  "Business  Day" shall mean any day other than
Saturday, Sunday or a "holiday".

IV)  Fees.  For each  Sponsored  Merchant,  Correspondent  agrees  to pay Bank a
transaction fee for each POS Transaction  which is transmitted by  Correspondent
through the Network, as provided in Annex "A" attached hereto. Such fees will be
calculated by Correspondent  for each calendar month and will be due and payable
by  Correspondent  to Bank no later  than  the  15th  day of the next  following
calendar  month.  (Example,  September  transactions  will be paid no later than
October 15th).  All payments  shall be made in the manner  provided in Annex "A"
attached  hereto and shall be proceeded  or  accompanied  by a detailed  written
statement  setting forth all  applicable  POS  Transactions.  In addition to the
transaction  fees outlined above,  Correspondent  shall pay, or immediately upon
demand,  reimburse Bank for any and all fees and charges which may be imposed on
Bank,  Correspondent or any independent Certified Processor from time to time by
Networks,  which in any way relate to this Agreement, the Sponsored Merchants or
the POS Transactions.

V) Settlement.  All settlement,  funding and  adjustments  for all  Transactions
generated  by  Sponsored  Merchants  shall be  handled by  Correspondent  or its
independent  Certified  Processor in accordance with the Operating  Rules.  Bank
will  instruct   Networks  to  settle  all  such  Transactions  as  directed  by
Correspondent.

VI) Liability and Indemnification.

         A)  Correspondent's  Liability.  Correspondent  shall  be  jointly  and
severally  liable  with  each  Sponsored  Merchant  for  each  of the  Sponsored
Merchant's  obligations and liabilities under the applicable  Merchant Agreement
and for any  Claims (as  hereinafter  defined)  which,  in any way  directly  or
indirectly,  relate to,  result from or arise out of, any  Sponsored  Merchant's

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violation  of, or failure to comply with,  the  Operating  Rules.  Correspondent
acknowledges  and  agrees  that it is  responsible  for any and all  obligations
related  to the  operation  of the  POS  Terminals  under  the  Operating  Rules
(including connection to the Network).

         B) Bank's Liability.  Bank shall be responsible only for performing the
services  expressly provided for in this Agreement and Bank undertakes no duties
other than those expressly  provided herein.  Without limiting the generality of
the foregoing,  Bank shall not be responsible  for: (i) the acts or omissions of
Correspondent,  any Sponsored Merchant,  any independent  Certified Processor or
any  of  their  representatives,  employees  or  agents  or  any  other  person,
including,  without  limitation,  Networks,  any Member,  Affiliate or any other
Processor,  and no such person or entity  shall be deemed  Bank's  agent for any
purpose whatsoever;  or (ii) breach of its duties hereunder,  to the extent such
breach  was  caused  by  legal  constraint,   interruption  in  transmission  or
communication facilities,  equipment failure, war, riot, fire, floor, earthquake
or other natural disaster, strike, emergency or other circumstance beyond Bank's
control.

         C) Indemnification.  Correspondent agrees to indemnify, defend and hold
harmless  Bank  and its  legal  representatives,  successors,  assigns,  agents,
employees, officers, directors, shareholders, subsidiaries, parent corporations,
sister   corporations   and   affiliates,   and  each  of  them   (collectively,
"indemnities") from and against any and all liabilities, demand, rights (whether
contingent, accrued, inchoate or otherwise), disbursements, including reasonable
legal fees and expenses, of whatsoever kind and nature (collectively  "Claims"),
imposed on, incurred by or asserted  against,  any indemnities which in any way,
directly or  indirectly,  relate to, result from or arise out of: (i) any breach
of any representation,  warranty or covenant of Correspondent  contained in this
Agreement; (ii) any act or omission of Correspondent's,  any Sponsored Merchant,
or any other person or entity; (iii) Correspondent's any Sponsored Merchants' or
any independent  Certified  Processor's violation of, or failure to comply with,
the Operating  Rules or the Merchant  Agreements,  and (iv) any Claim of a third
party,  directly or  indirectly,  relating to,  resulting from or arising out of
this  Agreement  or Bank's  sponsorship  of any  Sponsored  Merchant as provided
herein (including, without limitation, any Claim for indemnification by Networks
or any member,  Affiliate or Processor pursuant to the Operating Rules). Without
limiting the generality of the foregoing,  Correspondent  shall indemnify,  hold
harmless and defend the Bank,  Networks and any member,  Affiliate or Processor,
from and against all claims,  losses, costs, damages,  liabilities,  or expenses
(including  reasonable  attorneys'  fees) that are suffered as a result of a POS
Transaction or attempted POS  Transaction  and arise out of any of the events or
causes listed in the Operating Rules.

         D)  Limitation  on  Liability.  In no  event  shall  any  party to this
agreement be liable under any theory of tort,  contract,  strict  liability,  or
other  legal or  equitable  theory for any lost  profits,  exemplary,  punitive,
special, incidental,  indirect or consequential damages, each of which is hereby
excluded by agreement of the parties regardless of whether or not such party has
been advised of the possibility of such damages.

VII) Term and Termination.

      A)    Term. This Agreement shall have a term commencing on the date hereof
            and continuing in effect until terminated in accordance herewith.

      B)    Termination of Agreement. This Agreement may be terminated by either
            party hereto upon thirty days prior written notice to the other.  In
            addition,  Bank may terminate  this Agreement  immediately  upon the
            happening of any of the following events:

            1)    Correspondent  fails to make any  payment due  hereunder  when
                  due;

            2)    Correspondent fails to perform or comply with any of the other
                  terms and  conditions  of this  Agreement  and fails to remedy
                  same with  fifteen days after  receipt of written  notice from
                  Bank thereof;

            3)    Any of Correspondent's  representations or warranties shall be
                  false as of the date made;

            4)    Correspondent  makes a general  assignment  for the benefit of
                  its  creditors,  or  becomes  the  subject  of  a  bankruptcy,
                  receivership, conservatorship or similar proceeding;

            5)    Correspondent   suffers  a  material  adverse  change  in  its
                  condition (financial or otherwise) after the date hereof;

            6)    Any federal or state  regulatory  agency with  authority  over
                  Bank requires, or request in writing, that Bank terminate this
                  Agreement.

            7)    The Board of  Directors  of Bank  determines  that the  Bank's
                  continued  performance of this Agreement  would  constitute an
                  unsafe and unsound banking practice;

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            8)    Bank terminates its membership in Networks,  or its membership
                  is terminated,  or this Agreement or any aspect thereof, is to
                  be  deemed  by the  Board of  Directors  of  Networks  to be a
                  material  violation of the  Operating  Rules;  or In the event
                  Correspondent  is a  Certified  Processor,  its status as such
                  ceases,  for  any  reason,  and  in  the  event  Correspondent
                  utilizes an independent  Certified  Processor,  such Certified
                  Processor ceases for any reason to be approved by Networks' or
                  Correspondent's  relationship  with such  Certified  Processor
                  expires or terminates for any reason.

No termination effected pursuant to this Section VII (B) shall affect the rights
and duties of either party under this  Agreement  under Section VI hereof,  with
respect to  obligations  incurred,  or Claims  arising out of acts or  omissions
which occurred, prior to the termination date.

      C)    Termination   of  Sponsored   Merchant.   Bank  may   terminate  its
            sponsorship of any Sponsored Merchant immediately upon the happening
            of any of the following events:

            1)    Such Sponsored  Merchant  suffers a material adverse change in
                  its condition (financial or otherwise) after the date hereof;

            2)    Such Sponsored  Merchant  violates or fails to comply with the
                  terms  and  conditions  of  its  Merchant   Agreement  or  The
                  Operating Rules;

            3)    Such Sponsored Merchant terminates its Merchant Agreement with
                  Correspondent  or such  Merchant  Agreement is  terminated  by
                  Correspondent or;

            4)    Bank,  in  its  absolute   discretion,   determines  that  the
                  continued  sponsorship of any Sponsored  Merchant exposes Bank
                  to potential claims.

Termination  shall  become  effective  upon the  receipt  of  written  notice by
Correspondent  and,  upon such receipt,  Correspondent  shall  immediately  take
whatever  actions  are  necessary  to  ensure  that such  Merchant  is unable to
initiate POS Transactions through the Network.

VIII) Confidentiality. Bank and Correspondent each agrees to retain in strictest
confidence all files, printed materials,  trade secrets,  customer  information,
produce  information  and any other  information  of  whatever  nature,  whether
written or  otherwise,  disclosed  or  communicated  to it by the other party in
connection  with  the  terms  and  conditions  of  this   Agreement,   and  said
confidential  information  shall not be  disclosed to any other person or entity
without  express prior written  consent of the other party unless the disclosure
is required by Network or any law. Such information may,  however,  be disclosed
to any consultants,  auditors, or attorneys employed by a party, or as required,
to regulatory authorities, or to a party's employees or others in a confidential
relationship with that party who must have access to such information,  and then
only to the extent necessary. Bank and Correspondent each agree that information
is not confidential  which (a) is already known at the time it is obtained;  (b)
is or become  publicly known through no wrongful act of the party  obtaining it;
or (c) is received from a third party without  restriction and without breach of
this Agreement.

IX) Miscellaneous.

         A) Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Maryland and the Operating Rules.

         B) Amendments;  Waivers.  This Agreement may be amended only by writing
signed by all of the parties hereto.  Course of dealing,  implication or failure
or a delay in exercising any of parties rights and remedies hereunder, shall not
effect any amendment or modification of this Agreement or the waiver of any such
rights.

         C)   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of which shall  constitute  an original  hereof,  and all of
which taken together shall constitute one and the same agreement.

         D) Entire Agreement. This Agreement and the Operating Rules contain the
entire  agreement  of the parties  and  supersede  any prior or  contemporaneous
written or oral agreements between the parties. In the event that this Agreement
or any  portion  hereof,  conflicts  with the  Operating  Rules or any  terms or
provisions  of  this  Agreement.  There  are  no  representations,   warranties,
agreements, arrangements, or understandings, oral or written between the parties
relating to the subject matter of this Agreement  which are not fully  expressed
herein,  or in the  Operating  Rules.  The  parties  agree that the  traditional
formulation  of the parol evidence rule (whereby  extrinsic  evidence may not be
used to vary or contradict the unambiguous terms of a document that represents a
final and complete  expression of the parties' agreement) shall govern in action
or proceeding that my ensue concerning this Agreement.

         E) Notices.  Except as otherwise expressly provided herein, any written
notice or  communication  required or permitted to be given under this Agreement
may be  personally  served,  telecopied,  telexed or sent by United States or by

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express  carrier,  and shall be deemed to have been received  when  delivered in
person,  upon receipt of telecopy of telex,  or five business days after deposit
in the United States mail,  registered or  certified,  with postage  prepaid and
properly addressed.  For purposes of this Agreement all notices shall be sent to
the address and  telecopy  and telex number set forth below each parties name on
the signature pages hereto.

         F) Nonassignability. Correspondent may not assign this Agreement or its
rights and  obligation  hereunder to any other person  without  Banks's  express
prior  written  consent,  provided,  however,   correspondent  may  assign  this
agreement  to an entity  controlled  directly  or  indirectly  by  Correspondent
without the prior written consent of Bank.

         G) No Third Party  Beneficiaries.  This Agreement shall be binding upon
and inure to the  benefit  of the  parties  hereto  and their  respective  legal
representative, successors and assigns. This Agreement is not for the benefit of
any  other  person,   and  no  other  person  shall  have  any  rights   against
Correspondent or Bank hereunder.

         H) Headings. Headings are used in this Agreement for reference purposes
only and shall not be deemed a part of this Agreement.

         I) Severability.  If any clause, sentence or other provision or portion
of this Agreement shall for any reason become illegal,  null or void, or be held
by any court of competent  jurisdiction to illegal,  null or void, the remaining
portions of this Agreement shall remain in full force and effect.

         J)  Further  Assurances.  The  parties  hereto  from time to time after
execution of this Agreement,  without further  consideration,  shall execute and
deliver,  as  appropriate,  such  documents  and  take  such  actions  as may be
reasonably  necessary  or proper to carry out and  consummate  the  transactions
contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written by their duly authorized officers.



"CORRESPONDENT"                             "BANK"
Kryptosima LLC                              Carrollton Bank
98 Shoreline Way                            1589 Sulphur Spring Road
Hampton, Georgia 30228                      Suite 101
                                            Baltimore, Maryland 21227

BY: ____________________________            BY: __________________________
    Harry Hargens                               Gary M. Jewell
    President                                   Senior Vice-President
                                                Retail Delivery Group

                                            Phone #: (410) 737-7492
                                            Fax #:   (410) 536-7394


<PAGE>


                                    ANNEX "A"

                       INDIRECT MERCHANT SPONSORSHIP FEES




Monthly Fees:

         $.0075 per approved transaction transmitted through the Network.


         Minimum Monthly Fee:  $500.00


"EXTERNAL PROCESSOR FEES WILL BE BILLED AT COST"

      Payment in the form of an ACH debit to your  designated  DDA, with listing
of the transactions shall be remitted no later than the 15th business day of the
following month for transactions during the prior month.