EXHIBIT 10.(b)                         
			 
			 M.H. MEYERSON & CO., INC.
			      FOUNDED 1960
		      BROKERS & DEALERS IN SECURITIES
			    UNDERWRITERS

NEWPORT TOWER OFFICE
525 WASHINGTON BLVD.   
P.O. BOX 260   
JERSEY CITY, NJ 07303-0260

201-459=9500   800-888-8188   FAX 201-459-9510  
www.mhmeyerson.com

April 7, 1997

Mr. Gerard F. Murphy, 
President ATS Money Systems,Inc. 
25 Rockwood Place Englewood, NJ  07631

Dear Mr. Murphy:

      THIS AGREEMENT (the "AGREEMENT") is made as of April
7, 1997 between ATS Money  Systems, Inc. ("ATSM") and M.H.
Meyerson & Co., Inc. ("MEYERSON").

      In consideration of the mutual covenants contained
herein and intending to be legally bound thereby,  ATSM and
MEYERSON hereby agree as follows:

      1.      MEYERSON will perform investment banking services
for ATSM on the terms set forth  below for a period of four
years from the date hereof.  Such services will be performed on
a  best efforts basis and will include, without limitation,
assistance to ATSM in mergers,  acquisitions, and internal
capital structuring and the placement of new debt and equity 
issues of ATSM, all with the objective of accomplishing ATSM's
business and financial  goals.  In each instance, MEYERSON shall
endeavor, subject to market conditions, to assist  ATSM in
identifying corporate candidates for mergers and acquisitions
and sources of  private and institutional funds; to provide
planning, structuring, strategic and other advisory  services to
ATSM; and to assist in negotiations on behalf of ATSM.  In each
instance,  MEYERSON will render such services as to which ATSM
and MEYERSON mutually  agree and MEYERSON will exert its best
efforts to accomplish the goals agreed to by  MEYERSON and ATSM.

      2.      In connection with the performance of this
AGREEMENT, MEYERSON and ATSM shall  comply with all applicable
laws and regulations, including, without limitation, those of
the  National Association of Securities Dealers, Inc. and the
Securities and Exchange  Commission.

      3.      In consideration of the services to be rendered
by MEYERSON hereunder, MEYERSON is  granted Warrants to purchase
common shares of ATSM in the following manner:

	      1)      Warrants to purchase 80,000 common shares of
ATSM at $0.75 per share issuable  as of the day of signing of
this AGREEMENT.

      2)      Warrants to purchase 80,000 common shares of ATSM
at $1.25, issuable one year  and one day from the signing of
this AGREEMENT.

      3)      Warrants to purchase 80,000 common shares of ATSM
at $1.25 two years and one  day from the signing of this
AGREEMENT.

	      All Warrants are irrevocable upon issuance.  All
Warrants will expire at the end of the  fourth year of the
signing of this AGREEMENT.   

      4.      If ATSM should, at any time, or from time to time
hereinafter, effect a stock split, a reverse  stock split, or a
recapitalization, the terms of the MEYERSON Warrants shall be 
proportionately adjusted to prevent the dilution or enlargement
of the rights of the holders.

      5.      During the four (4) year period from the date of
signing of this AGREEMENT, the holders  of a least 51% of: (i)
the MEYERSON Warrants not then exercised; and (ii) the shares 
previously issued upon exercise of any of the MEYERSON Warrants
(hereinafter,  collectively, the "MEYERSON EQUITY"), may demand,
on one occasion only, that  ATSM, at MEYERSON's expense,
promptly file a Registration Statement under the  Securities Act
of 1933, as amended ("ACT"), to permit a public offering of the
shares of  Common Stock issued and issuable pursuant to exercise
of the MEYERSON Warrants (the  "MEYERSON SHARES"). 
Additionally, if ATSM during such four (4) year period, files a 
Registration Statement covering the sale of any of ATSM's common
stock, other than a  Registration Statement on Form S-8, then
ATSM, on each such occasion, at the request of  the holders of
at least 51% of the shares and warrants constituting the
MEYERSON  EQUITY, shall include in any such Registration
Statement, at ATSM's expense, and if such  inclusion is
permitted under the rules of the SEC the MEYERSON SHARES,
provided that,  if the sale of securities by ATSM is being made
through an underwriter and the underwriter  objects to inclusion
of the MEYERSON shares in the Registration Statement, the 
MEYERSON SHARES shall not be so included in the Registration
Statement or in any  registration statement filed within 90 days
after the effective date of the underwritten  Registration
Statement.

      6.      The obligation of ATSM to register the MEYERSON
SHARES, including the shares  issuable upon exercise of the
MEYERSON Warrants, pursuant to the demand or the piggy  back
registration rights set forth in paragraph 5, above, shall be
without regard to whether  the MEYERSON Warrants have been or
will be exercised.

      7.      The Warrants are not being registered under the
ACT and may not be transferred, nor may  the shares issuable
upon exercise be transferred, in the absence of being registered
under the  ACT and applicable state securities laws, unless ATSM
receives an opinion of  MEYERSON's counsel (which counsel and
opinion are reasonably satisfactory to counsel to  ATSM) that
such transfer is exempt from the ACT and applicable state
securities law.

      8.      This AGREEMENT constitutes the entire Warrant
Agreement between the parties and  when a copy hereof is
presented to ATSM's transfer agent, together with a certified
check in  the proper amount and a request that all or part of
the MEYERSON Warrant be exercised,  the certificates for the
appropriate number of shares of Common Stock shall be promptly 
issued.

      9.      ATSM shall make such disclosure with respect to
this investment banking AGREEMENT  as is required under the ACT
and other federal securities laws.

      10.     Upon the signing of this AGREEMENT, ATSM shall
pay MEYERSON $5,000.00 as a  non-accountable and non-refundable
expense allowance for due diligence and general  compliance
review.  MEYERSON shall be entitled to additional compensation,
to be  negotiated between MEYERSON and ATSM, arising out of any
transactions that are  proposed or executed by MEYERSON and
consummated by ATSM, or are executed by  MEYERSON at ATSM's
request, during the term of this AGREEMENT to the extent that 
such compensation is approved in writing in advance by ATSM's
Chief Executive Officer.   In addition, MEYERSON shall be
reimbursed by ATSM for any reasonable out-of-pocket  expenses
that MEYERSON may incur in connection with rendering any service
to or on  behalf of ATSM which expenses are approved, in
writing, in advance by ATSM's Chief  Executive Officer.

      11.     ATSM agrees to indemnify and hold MEYERSON and
its directors, officers and employees  harmless from and against
any and all losses, claims, damages, liabilities, costs or
expenses  arising out of any action or cause of action brought
against MEYERSON in connection with  its rendering services
under this AGREEMENT except for any losses, claims, damages, 
liabilities, costs or expenses resulting from any violation by
MEYERSON of applicable  laws and regulations including, without
limitation, those of the National Association of  Securities
Dealers, Inc. and the Securities and Exchange Commission or any
state securities  commission or from any act of MEYERSON
involving negligence or misconduct and  except that ATSM shall
not be liable for any amount paid in settlement of any claim
that is  settled without its prior written consent.

      12.     MEYERSON agrees to indemnify and hold ATSM and
its directors, officers and employees  harmless from and against
any and all losses, claims, damages, liabilities, costs or
expenses  resulting from any violation by MEYERSON of applicable
laws and regulations including  without limitation, those of the
National Association of Securities Dealers, Inc., the 
Securities and Exchange Commission any state securities
commission or from any act of  MEYERSON involving negligence or
misconduct.

      13.     Within 90 days of the date of this AGREEMENT, a
representative of MEYERSON will  visit the corporate
headquarters of ATSM.  ATSM will submit to MEYERSON a current 
business plan setting forth how ATSM plans to proceed over the
next two (2) years.

      14.     Nothing contained in this AGREEMENT shall be
construed to constitute MEYERSON as a  partner, employee, or
agent of ATSM; nor shall either party have any authority to bind
the  other in any respect, it being intended that MEYERSON is,
and shall remain an independent  contractor.

      15.     This AGREEMENT may not be assigned by either
party hereto, shall be interpreted in  accordance with the laws
of the State of New Jersey, and shall be binding upon the 
successors of the parties.  Either party may terminate this
investment banking contract at  any time; however, issued
Warrants will remain with MEYERSON.

      16.     If any paragraph, sentence, clause or phrase of
this AGREEMENT is for any reason  declared to be illegal,
invalid, unconstitutional, void or unenforceable, all other
paragraphs,  sentences, clauses or phrases hereof not so held
shall be and remain in full force and effect.

      17.     None of the terms of this AGREEMENT shall be
deemed to be waived or modified except  by an express agreement
in writing signed by the party against whom enforcement of such 
waiver or modification is sought.  The failure of either party
at any time to require  performance by the other party of any
provision hereof shall, in no way, affect the full right  to
require such performance at any time thereafter.  Nor shall the
wavier by either party of a  breach of any provision hereof be
taken or held to be a waiver of any succeeding breach of  such
provision or as a waiver of the provision itself.

      18.     Any dispute, claim or controversy arising out of
or relating to this AGREEMENT, or the  breach thereof, shall be
settled by arbitration in Jersey City, New Jersey, in accordance
with  the Commercial Arbitration Rules of the American
Arbitration Association.  The parties  hereto agree that they
will abide by and perform any award rendered by the
arbitrator(s) and  that judgement upon any such award may be
entered in any Court, state or federal, having  jurisdiction
over the party against whom the judgment is being entered.  Any
arbitration  demand, summons, complaint, other process, notice
of motion, or other application to an  arbitration panel, Court
or Judge, and any arbitration award or judgement may be served 
upon any party hereto by registered or certified mail, or by
personal service, provided a  reasonable time for appearance or
answer is allowed.

      19.     For purpose of compliance with laws pertaining
to potential inside information being  distributed unauthorized
to anyone, all communications regarding ATSM's confidential 
information should only be directed to Martin H. Meyerson,
Chairman, Michael Silvestri,  President, or Linda Antosiewicz,
Senior Vice President, Compliance.  If information is  being
faxed, our confidential compliance fax number is (201) 459-9534
for communication  use.

      20.     ATSM shall have the right to cancel this
AGREEMENT at any time.  Unless ATSM  exercises their
cancellation rights, this Agreement will remain in effect for
the full four  years.  If ATSM exercises their right on the
first anniversary of this AGREEMENT, ATSM  agrees that MEYERSON
will be entitled to a minimum of Warrants for 160,000 shares as 
described in parts one and two of paragraph three.

      IN WITNESS WHEREOF, the parties hereto have executed
this AGREEMENT as of the day and  year set forth above.

  M.H. Meyerson & Co., Inc.                   ATS Money Systems, Inc.

 

   MICHAEL SILVESTRI                           GERARD F.MURPHY              
   Michael Silvestri                           Gerard F. Murphy
   President                                   President