EXHIBIT 10.(a)

 AGREEMENT FOR SOFTWARE LICENSE

 THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is
entered into as  of April 15,1997, by and between Dayton Hudson
Corporation, a  Minnesota corporation ("Customer"), on behalf of
itself, its  existing and future operating divisions existing
and future-owned  majority subsidiaries, and ATS Money Systems,
Inc. a Nevada  corporation ("Vendor").

 RECITALS

 WHEREAS, in the past, Vendor has licensed to Customer
certain  Cash Office Systems software known as CP2000 (the "Base
 Software") on a per-store basis ("Existing Licenses").

 WHEREAS, Customer needs certain enhancements and
revisions to the  Base Software, and Vendor is willing to
provide Customer on a  nonexclusive basis, with such
enhancements and modifications (the  "Base Software" as so
modified and enhanced, shall be known as  CP4000 and is referred
to herein as the "Software").

 WHEREAS, Vendor is willing to license the Software to
Customer on  an enterprise-wide basis, so that Customer may
install the Base  Software, the Software and/or another software
product known as  CP3000 in as many store locations within the
operating divisions  and majority-owned subsidiaries of Customer
as Customer desires.

 NOW, THEREFORE, Customer and Vendor agree as follows:

 1.      DEVELOPMENT OF THE SOFTWARE.

     Vendor agrees to make the modifications and
enhancements to  the Base Software that are described in the
CP4000 Systems  Specifications. attached as Exhibit A hereto
(the "Scope").

 2.      DELIVERY OF SOFTWARE.

     Vendor shall deliver to Customer, and install on a
computer  system designated by Customer (as provided for in the
Scope)  at Customer's test laboratory, one Customer store, and 
Customer's Central Processing Center by no later than 16 weeks 
after the execution of this Agreement by all parties, the 
Software, with all modifications and enhancements described in 
the Scope. Accompanying such delivery will be a report signed 
by an authorized officer of Vendor certifying that, to the  best
of Vendor's knowledge, Vendor has complied with the 
specifications and requirements of the Scope. Vendor then  shall
notify Customer for Vendor's readiness for testing by  Customer
(the date of such notification referred to herein as  the
"Installation Date").

 3.      INITIAL TESTING OF SOFTWARE.

     Promptly after the Installation Date, Customer shall
perform  the tests for the Installation Stage referenced in
Exhibit A  hereto, which shall include but shall not be limited
to  tests in Customer's test laboratory environment and in one 
(1) of Customer's stores, Customer shall perform such tests 
over a 30-day period following the Installation Date, to 
determine whether: (i) the Software meets the specifications 
and performance standards in Exhibit A, and (ii) the  Software
performs repetitively on a variety of data without  failure. In
the event that the Software does not perform in  accordance with
such specifications and performance  standards, Customer shall
forthwith notify Vendor in writing  and Vendor shall have a
period of twenty (20) days from  receipt of the written notice
to correct the deficiencies of  the Software discovered by
Customer. Upon redelivery to  Customer, Customer shall have a
period of fifteen (15) days  to re-test the Software. Failure of
the Software to meet the  aforesaid specifications and
performance standards after the  second set of tests shall
constitute a default by Vendor  under Section 16 hereof. If
Customer determines that the  Software satisfies the
specifications and performance  standards for the Installation
Stage set forth in Exhibit A,  then Customer shall promptly
notify Vendor in writing that   Customer is prepared to proceed
with the Pilot.

 4.      PILOT OF SOFTWARE.

     The Pilot shall consist of installation and
operation of the  Software in up to fourteen (14) stores. The
Pilot shall  commence within fifteen (15) days of Customer's
notification  under Section 3 (provided, however, that if
Customer's  notification is provided after October 1, 1997,
Customer, at  its sole option, reserves the right to delay the
commencement  of the Pilot until January 15, 1998). The Pilot
shall continue  for a period of eight (8) weeks after the date
of  commencement. If, during the eight (8) week period, Customer
 discovers that the Software does not perform in accordance 
with the specifications and performance standards for the  Pilot
set forth in Exhibit A, then Customer shall forthwith  notify
Vendor in writing and Vendor shall have a period of  twenty (20)
days to correct the deficiencies discovered by  Customer. Upon
re-delivery to Customer, Customer shall have a  period of
fifteen (15) days to re-test the Software. Failure  of the
Software to meet the specifications and performance  standards
after the second set of tests shall constitute a  default by
Vendor under Section 16 hereof. If Customer  determines that the
Software satisfies the specifications and  performance standards
for the Pilot set forth in Exhibit A,  then Customer shall
promptly notify Vendor in writing that the  Software has
successfully completed the Pilot ("Pilot  Completion").

 5.      ROLL-OUT.

     Within 120 days of the occurrence of Pilot
Completion,  Customer will commence to install the Software in
its stores  on a widespread basis. Customer will notify Vendor
in  writing of the first day that such installation commences 
(the "Roll-Out Commencement Date"), and will make best  efforts
to provide such written notice at least ten (10)  days before
the Rollout Commencement Date.

 6.      PROGRESS PAYMENTS.

     a.      Payments.

	     Customer shall pay Vendor a fee for development of
the  Software (including therein the fee for licensing of  the
software Products (as defined in Section 8 below)  as follows
("Progress Payments"):

	     (1)     upon execution of this Agreement;

	     (2)     upon Pilot Completion;

	     (3)     upon the Roll-Out Commencement Date.

     Vendor will invoice Customer for each of these
payments  once due, and Customer will pay the invoice within 
thirty (30) days of receipt.

     b.      Termination prior to the Roll-Out Commencement Date.

     At any time prior to Roll-Out Commencement Date, 
Customer shall be entitled (with or without cause) to  terminate
the portion of this Agreement that pertains  to the development
of and licensing of the Software  ("Software Development and
Licensing Project"). In the  event Customer elects to terminate
the Software  Development and Licensing Project as provided
herein,  the following shall apply:

	     (1)     Customer shall not be required to pay
Vendor any  further Progress Payments and Vendor shall be 
entitled to retain any amounts paid prior to  termination;

	     (2)     Customer shall pay Vendor a license fee of 
 per store for Base Software shipped to Customer  since January
1,1997;

	     (3)     Customer shall pay Vendor a license fee of 
 per store for Power Encode Software shipped to  Customer since
January 1,1997 (the "Power Encode  Software" is that software
that allows the Unisys  Enc9620 to operate simultaneously with
the Base  Software and the CP3000 Software including without 
limitation all upgrades, enhancements and  modifications
thereto.)

	     (4)     The Software Products enterprise license 
contemplated by this Agreement shall be deemed  null and void
and Customer shall have a non-  exclusive, nontransferable and
perpetual per store  license to use the Base Software and Power
Encode  Software for the Existing Licenses and the per  store
licenses paid for pursuant to subsections  (2) and (3) above
(the "Store Licenses"). Except  as modified in this subsection
(4), the licensing  terms and conditions of the Agreement shall
apply  to the Store Licenses.

 7.      OWNERSHIP OF SOFTWARE.

     The Software Products, together with all
improvements,  additions, enhancements, and modifications made
thereto by  Vendor, shall be and remain the sole and exclusive
property  of Vendor.

 8.      LICENSE.

     Subject to the provisions of this Agreement, Vendor
hereby  grants Customer a nonexclusive, nontransferable and
perpetual  license in the Base Software, the Power Encode
Software, the  Software and that certain software known as
CP3000 (together  referred to as the "Software Products")
consisting of the  object code(s) and related documentation
under each program  element thereof of an unlimited number of
copies of the  Software Products for use by Customer at any and
all locations  of Customer, which by its definition herein
includes all its  operating divisions and majority- owned
subsidiaries. Vendor  also grants to Customer a license to use
the source code and  related documentation for the Software
Products for the sole  purpose of maintaining the Software
Products for Customer's  use, subject to the terms of this
Agreement; provided however,  that Customer shall comply fully
with the terms of the Escrow  Agreement, attached hereto as
Exhibit B hereto and made a part  hereof, prior to receiving
such source code and documentation  from the Escrow Agent. In
the event the source code and  related documents are released to
the Customer by Escrow Agent  for use as provided for herein
("Released Escrow Materials"),  the Customer's right to use the
Released Escrow Materials  shall terminate if the Vendor
rectifies the underlying  situation that permitted the release
of the escrowed materials  and Vendor demonstrates that it is
capable of performing as  required by this Agreement. In such
event, the Customer shall  return the Released Escrow Materials
to the Escrow Agent to be  held in escrow pursuant to the Escrow
Agreement, which will  continue in full force and effect. The
Software Products  licensed shall include any improvements,
additions, or  modifications of the version or versions of the
Software  Products which Vendor has licensed Customer to use and
 materials related thereto and all materials, documentation, 
and technical information provided to Customer in written form 
for use in connection with the Software Products.

 9.      ESCROW AND MODIFICATIONS OF SOURCE CODE.

     Vendor shall place a copy of the source code for the
Base  Software and that certain software known as CP3000 into 
escrow pursuant to the Escrow Agreement executed as of even 
date herewith and appended hereto. After each determination  by
Customer that the Software satisfies the specifications  and
performance standards set forth in the Scope for the 
Installation Stage, and the Pilot, respectively, Vendor  shall
place the updated source code for the Software into  escrow.
Thereafter, throughout the term of this Agreement,  Vendor shall
improve, add to, or otherwise modify the source  code prior to
or at the time that any modifications of the  Software Products
are generally made available to the public  by Vendor and shall
place the updated source code into  escrow.

 10.     SUPPORT SERVICES.

     (a)     Payment.

     Customer shall pay Vendor for the services 
described in subsections 10(b) and 10(c) below (the  "Support
Services") for a period of four years commencing  on the Rollout
Commencement Date. Vendor will invoice  Customer for the payment
after the Rollout  Commencement Date. Customer shall pay the
invoice within  30 days after Customer's receipt of the invoice.
Not less  than 60 days before the last day of the initial
four-year  term, and each renewal term thereafter, Vendor shall 
notify Customer and provide Customer with the option to  renew
Support Services for an additional one-year term.  The fee for
Support Services for each one-year renewal  term will be based
on the number of Customer stores using  the Software, Base
Software and/or CP3000 Software, as of  the first day of the
renewal term; this amount will not  be adjusted during such
renewal term even if Customer  adds or deletes the Software,
Base Software or CP3000  Software in its stores. The cost of
Support Services per  store will be per store for the first
renewal  term and thereafter will not increase more than once
per  year with any such increase not exceeding 5% of the prior 
term's per-store fee.

     (b)     Telephone Support.

	     Vendor will provide telephone support to Customer's
help  desk for the Software Products from 8:00 am to 6:00 pm, 
Eastern Time, Monday through Friday, excluding the  holidays
designated on Exhibit C. Vendor will respond to  all phone calls
from Customer's help desk within 2 hours.  In the event that a
problem that Customer reasonably  believes is caused by the
Software Product (rather than  being caused by other external
factors such as equipment  failure or Customer misuse) prevents
the Customer from  using the Software Product or severely
impacts Customer's  ability to use the Software Product, Vendor
shall work  continuously on the problem until the problem is 
resolved. If Vendor is not able to correct such problem  within
seven (7) days of the first phone call placed by  Customer's
help desk, Vendor shall assign a senior  software engineer and a
development manager, both of whom  are fully familiar with the
Software Products, to work  continuously and exclusively on the
problem until  resolved; furthermore, if the problem is not
corrected  within twenty (20) days of the first phone call
placed by  Customer's help desk, then Customer, at its option,
may  require Vendor, at Vendor's expense, to provide on-site 
service for the problem.

     (c)     Improvements /Enhancements/New Versions.

	     During the period of time that Customer purchases 
Support Services from Vendor pursuant to this Section  10,
Vendor will provide to Customer any and all  improvements of,
enhancements to, and new versions of  the Software Products at
the time that Vendor makes  them generally available to the
public. If Customer  requests Vendor to make customizations so
that the  Software Products are compatible with other new 
software added by Customer after the date of this  Agreement,
then Customer shall pay for such  customizations a fee that is
mutually agreed to by  Customer and Vendor.

 11.     WARRANTIES.

     (a)     Ownership; Authority.

     Vendor warrants that it has full power and authority
to  grant the rights granted by this Agreement to Customer  with
respect to the Software Products without the  consent of any
other person; and that neither the  performance of the Support
Services by Vendor nor the  development of the enhancements and
modifications to  the Base Software hereunder nor the license to
and use  by the Customer of the Software Products (including the
 copying thereof) will in any way constitute an  infringement or
other violation of any copyright, trade  secret, trademark,
patent, invention, proprietary  information, nondisclosure or
other rights of any third  party.

     (b)     Software.

	     Vendor warrants that following Pilot Completion,
and as  long as Customer purchases Support Services from Vendor 
pursuant to Section 10, the Software Products (and  associated
documentation) to be delivered to Customer  hereunder shall be
free from significant programming  errors and from significant
defects in workmanship and  materials; shall conform to the
performance capabilities,  characteristics, specifications,
functions and other  descriptions and standards applicable
thereto as set  forth in the Scope; and that, in general, the
development  services to be performed by Vendor shall be
performed in  a timely and professional manner by qualified
technicians  totally familiar with the Software.

     (c)     Original Development.

     Vendor warrants that the Software Products and all 
products, documentation and other materials required to  be
delivered to Customer hereunder will be of original  development
by Vendor or, if developed by another  party, will be subject to
a valid license from such  party to Vendor (which license does
not in any way  preclude Vendor from entering into this
Agreement with  Customer) and that the Software does not
infringe upon  or violate any patent, copyrights, trade secret, 
trademark, invention, proprietary information,  nondisclosure,
or other rights of any third party.

     (d)     Support Services.

	     Vendor warrants that, in general, the Support
Services  shall be performed in a timely and professional manner
 by qualified professional personnel; and that the  Support
Services shall conform to the standards  generally observed in
the industry for similar Support  Services.

     (e)     Compliance with Applicable Laws.

	     Vendor warrants that the Software Products and all 
other products, documentation and other materials  required to
be delivered to Customer hereunder, the  development and use by
Customer thereof, and the  performance by Vendor of its
obligations hereunder,  shall be in compliance with all
applicable laws, rules  and regulations as of the date of
delivery thereof.

     

(f)     Vendor warrants that, in the event that (1)
the Unisys  ENC 9620 equipment ceases to be manufactured, and
(2)  Vendor elects in its sole discretion, to make 
modifications to the Software (and the Base Software and  CP3000
Software, along with the Power Encode Software) so  that such
Software Products can operate on a different  designated piece
of equipment and (3) Customer is  continuing to pay for Support
Services hereunder, then  Vendor shall, at no cost to Customer,
make available to  Customer such modifications to the Software
Products so  that the Software Products perform on such new
designated  piece of equipment, and such modifications shall
become  part of the Software Products covered herein and shall
be  supported under the Support Services set forth in Section 
10 hereto.

     (g)     Warranty Disclaimer.

	     THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY  OR FITNESS FOR PARTICULAR PURPOSE EXCEPT AND TO
THE  EXTENT EXPRESSLY PROVIDED IN THIS SECTION 11.

     (h)     Warranty Exclusions.

	     Vendor shall not be liable to Customer for the
warranty  provisions of this Paragraph 11 if:

	     (1)     Modifications are made to the Software
Products by  any party other than Vendor without Vendor's prior 
written consent;

	     (2)     The media for the Software Products is
subject to  misuse or abuse.

	     (3)     The Software Products are run on hardware
that  does satisfy either the requirements set forth in  Scope A
or such other requirements as Vendor may  approve.

 12.     INDEMNIFICATION.

     (a)     Vendor does hereby indemnify and shall hold
harmless  (including reasonable attorney's fees) the Customer
and  any employer or agent thereof (each of the foregoing  being
hereinafter referred to individually as the  "indemnified
Party") against all liability to third  parties (other than
liability caused by the Indemnified  Party) arising from the
negligence of Vendor or its  agents or the violation of any
third party's trade  secrets, proprietary information,
trademark, copyright,  or patent rights in connection with the
Software  Products hereunder. Vendor may, at its option, conduct
 the defense in any such third party action arising as 
described herein and Customer promises fully to  cooperate with
such defense.

     (b)     If a third party claim causes Customer's
quiet enjoyment  and use of the Software Products(s) supplied by
Vendor to  be seriously endangered or disrupted, Vendor shall,
at  its option, (1) replace the Software Product, without 
additional charge, with a compatible, functionally  equivalent
and non-infringing product; (2) modify the  Software Product(s)
to avoid the infringement without  adversely affecting
functionality and performance; or (3)  obtain a license for the
Customer to continue use of the  Software Product(s) and pay for
any additional fee  required for such license. If none of the
foregoing  alternatives are possible even after the Vendor's
best  efforts, the Vendor shall return a pro rata portion of 
the license fee paid hereunder based on a straight-line 
depreciation schedule of 5 years, as well as any unused  portion
of prepaid maintenance fees.

     (c)     Vendor shall have no liability to Customer
for any  claim of infringement pursuant to this Section 12 if:

	     (1)     Customer has altered its version of the
Software  Products and such infringement would have been 
avoided if Customer had not altered its version of  the Software
Products (it being agreed that,  whether or not Customer is
paying for maintenance  and support, Vendor has the obligation
to comply  with Section 12(b) above);

	     (2)     Customer fails to promptly notify Vendor in
 writing of such a claim;

	     (3)     Vendor is denied the opportunity to provide
the  defense for any such claim;

	     (4)     Customer settles a claim without first
obtaining  the written consent of Vendor; or



(d)     The foregoing sets forth the entire liability
of Vendor  to Customer for the infringement of proprietary
rights  by the Software Products or any portion thereof.

 13.     CONFIDENTIALITY.

 Vendor and Customer agree to abide by the terms and 
conditions of that certain Cross-Company Mutual  Nondisclosure
Agreement dated as of January 24, 1997, by and  among Vendor,
Dayton Hudson Corporation and Mervyn's, which  is attached as
Exhibit E hereto, and Vendor and Customer  acknowledge that the
obligations of confidentiality  thereunder shall survive 
termination of this Agreement.

 14.     INSURANCE.

     In addition to any other insurance requirements set
forth in  this Agreement, Vendor shall maintain (and cause its 
subcontractors, if any, to maintain) the following coverages 
shown on Exhibit D hereto in full force and effect until  Pilot
Completion occurs.

     The foregoing insurance shall contain a provision
whereby the  insurer agrees to give Customer thirty (30) days'
written  notice before the insurance is canceled, expires or is 
materially altered. The foregoing insurance shall be written  on
an occurrence basis and shall include Dayton Hudson  Corporation
and Mervyn's as additional insureds. If the  Certificate of
Insurance attached as Exhibit D is replaced,  Vendor shall
furnish current certificates evidencing that the  foregoing
insurance is being maintained by Vendor. If Vendor  replaces the
insurance company shown in the Certificate of  Insurance
attached as Exhibit D with a new insurance  company(ies), such
company(ies) must be either rated no less  than X as to
financial rating and no less than A- as to Policy  Holder's
Rating (if rated) in the current edition of Best's  Insurance
Guide (or with an association of companies each of  the members
of which are so rated) or having a parent  company's debt to
policyholder surplus ratio of 1:1.

 15.     LIMITATION OF LIABILITY.

     Circumstances may arise where one party is entitled
to  recover damages from the other. In each such instance, 
regardless of the basis on which one party is entitled to  claim
damages from the other, EXCLUDING THE INDEMNIFICATION 
OBLIGATIONS UNDER SECTION 12 AND THE CONFIDENTIALITY 
OBLIGATIONS UNDER SECTION 13, each party shall only be  liable
for:

     a.      Bodily injury (including death) and damage
to real  property and tangible personal property to the extent 
caused by the negligence or willful misconduct of that  party;
and

     b.      An amount not to exceed the amount paid as
the total  Progress Payments paid hereunder.

     EXCLUDING THE INDEMNIFICATION OBLIGATIONS UNDER
SECTION 12  AND THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION
13, under  no circumstances shall either party be liable for any
of the  following:

     a.      Third-party claims against that party for
losses or  damages (other than those for bodily injury or damage
 to property);

     b.      Loss of, or damage to, the other party's
records or  data; or

     c.      Economic consequential damages (including
lost profits  or savings or loss of use) or incidental, indirect
or  special damages, even if that party is informed of  their
possibility.

 16.     REMEDIES.

	     a.      If any material breach of the terms and
conditions  provided for in this Agreement arise due to Vendor
or  Vendor's actions or inaction, Customer shall notify  Vendor
in writing and allow Vendor fifteen (15) days to  resolve the
material breach. If Vendor is unable to  resolv e the material
breach to Customer's satisfaction,  Customer may then cancel the
Agreement; or, if Section  6(b) is applicable, at Customer's
option, Customer may  cancel only the portion of the Agreement
that pertains to  the Software Development and Licensing Project.

     b.      Upon default in the payment of any fee or
other charge  invoiced to Customer pursuant hereto or upon a
material  breach of any other condition of this Agreement to be 
performed or observed by Customer, Vendor may at its   option:

     

	     (i)     terminate the Agreement, but only if
Customer  fails to cure such default within fifteen (15)  days
after Vendor gives Customer written notice of  such default, and

	     (ii)    whether or not the Agreement is terminated,
 maintain an action for damages for breach of any  material
condition of the Agreement or for non-  payment of any charges,
but only if Customer fails  to cure such breach within fifteen
(15) days after  Vendor gives Customer written notice of such 
default.

	     

	     (iii)in the event of the termination of this
Agreement  by Vendor as provided herein (in which case  Customer
shall have no further obligation to make  any Progress Payments
to Vendor), Vendor may:

		     (1)     Require that Customer cease any further
use  of the Software Products or any product  licensed hereunder
and immediately return the  same and all copies thereof, in
whole or in  part, to Vendor.

		     (2)     Cease performance of all Vendor's
obligations  to Customer without liability to Customer.

     c.      If, during the term of this Agreement,
bankruptcy or  insolvency proceedings are commenced by or
against  either party, the other party may, on written notice, 
terminate this Agreement.

     d.      No remedy in this Section is intended to be
exclusive,  but each shall be cumulative and in addition to any 
other remedy provided for in this Agreement or  otherwise
available to the parties at law or in equity.  No express or
implied waiver by a party of any default  shall constitute the
waiver of any other default by  such party.

 17.     FORCE MAJEURE.

     Any delay or failure of performance of either party
to this  Agreement shall not constitute a breach or default of
the  Agreement, or give rise to any claims for damages, if and
to  the extent that such delay or failure is caused by an 
occurrence beyond the reasonable control of the party  affected,
including, but not limited to, acts of governmental 
authorities, acts of God, the discovery of materially  different
site conditions, wars, riots, rebellions, sabotage,  fire,
explosions, accidents, floods, strikes or lockouts  involving
another person's employees, or changes in laws,  regulations, or
ordinances. In the event that a party intends  to invoke this
force majeure provision, that party shall (a)  promptly notify
the other in writing of any such event of  unavoidable
circumstances, the expected duration thereof, and  its
anticipated effect on the ability of such party to perform  its
obligations hereunder; (b) make reasonable efforts to  remedy
any such event of unavoidable circumstances; and (c)  promptly
notify the other when its ability to perform is no  longer
impaired by the force majeure circumstances.

 18.     NOTICE.

     All notices, demands and requests required or
permitted to be  given under this Agreement must be in writing
and must be  delivered personally, by nationally recognized
overnight  courier or sent by United States certified mail,
return  receipt requested, postage prepaid and addressed to the 
parties at their respective addresses set forth below, and  the
same shall be effective upon receipt if delivered  personally,
or on the next business day if sent by overnight  courier, or
three (3) business days after deposit in the mail  if mailed.
The initial addresses of the parties shall be:

     To Vendor:      ATS Money Systems, Inc.

		     25 Rockwood Place

		     Englewood, New Jersey

		     Attn: Jim Halpin

     To Customer:    Dayton Hudson Corporation

		     c/o Target Stores

		     33 South Sixth Street

		     Minneapolis, Minnesota 55402

		     Attn: Chief Information Officer

 Upon at least ten (10) days' prior written notice,
each party  shall have the right to change its address to any
other address  within the United States of America.

 19.     USE OF A PARTY'S NAME.

     Neither party shall use the other party's name,
trademarks,  service marks or logo in any advertisements or
materials of a  promotional nature or in soliciting other
clients without  first obtaining that party's written
permission, which may be  withheld at that party's sole
discretion. The foregoing shall  not apply to releases or
disclosures required by law or  directed in writing by a party's
securities counsel, provided  that a copy of such securities
counsel's letter setting forth  such direction is provided to
the other party in advance of  such release or disclosure and
(unless necessary time  constraints do not allow) the other
party has the opportunity  to review and approve such disclosure
or release.

 20.     NO WAIVER.

     Except as expressly set forth in this Agreement, the
failure  of either party at any time to require performance by
the  other party of any provision of this Agreement shall in no 
way affect the right of such party to require performance of 
that provision. Any waiver by either party of any breach of  any
provision of this Agreement shall not be construed as a  waiver
of any continuing or succeeding breach of such  provision, a
waver of the provision itself, or a waiver of  any right under
this Agreement.

 21.     CAPTIONS, GENDER, NUMBER AND LANGUAGE OF
INCLUSION.

     The captions are inserted in this Agreement only for
 convenience of reference and do not define, limit, or  describe
the scope or intent of any provisions of this  Agreement. Unless
the context clearly requires otherwise,  the singular includes
the plural, and vice versa, and the  masculine, feminine, and
neuter adjectives include one  another. As used in this
Agreement, the word "including"  shall mean "including, but not
limited to".

 22.     ARBITRATION.

     Any controversy or claim arising out of or related
to this  Agreement shall be resolved by arbitration in
accordance with  the then governing commercial rules of the
American  Arbitration Association. The location of the
arbitration shall  be Chicago, Illinois, unless the parties
mutually agree to a  different location. The decision of the
arbitrator shall be  binding and conclusive on all parties
involved and judgment on  the decision of the arbitrator may be
entered in the highest  court of any forum, federal or state,
having jurisdiction.  Initially, the parties shall split equally
the costs of the  arbitrator and the administration of the
arbitration. The  prevailing party, however, shall be entitled
to recover from  the other party its share of such costs and
reasonable  attorneys' fees.  Exercise of any remedies for a
matter that  is subject to arbitration shall be suspended until
the  arbitration decision is made.

 23.     GOVERNING LAW.

     The validity, performance and construction of this
Agreement  shall be governed and interpreted in accordance with
the  laws of the State of California.

 24.     ENTIRE AGREEMENT.

     This Agreement contains the entire understanding and
 agreement between the parties with respect to the subject 
matter hereof and supersedes all previous communications,  
negotiations and agreements, whether oral or written,  between
the parties with respect to such subject matter. No  additions
to or modifications of this Agreement or waiver of  any
provisions of this Agreement shall be binding on either  party
unless made in writing and executed by Customer and  Vendor.

 25.     SEVERABILITY/SURVIVAL.

     Every section, term and provision of this Agreement
is  severable from the others. Any future determination by a 
court or other authority having jurisdiction over the  parties
or this Agreement that a particular section, term,  or provision
of this Agreement is invalid, void, illegal, or  unenforceable
shall not affect the validity and  enforceability of the
remaining sections, terms, or  provisions. The provisions of
Sections and all of the  warranties and representations
expressly set forth herein  shall survive the termination of
this Agreement.

 26.     ASSIGNMENT AND SALE.

     This Agreement and the rights granted hereunder
shall not be  assigned without the prior written consent of the
other party;  provided, however, that a successor in interest by
merger,  operation of laws, assignment, purchase, or otherwise
of the  entire business of a party shall acquire all of the
interests  and obligations of that entity hereunder; and further
 provided, however, that either party shall have the right to 
assign or otherwise transfer this Agreement and/or its rights 
hereunder, to its parent or to one of its subsidiaries or 
affiliates upon prior written notice to the other party. The 
assignee shall have the same rights and obligations as the 
assignor and shall agree in writing to be bound by the terms 
and conditions of this Agreement. Notwithstanding any  provision
contained herein to the contrary, in the event the  Customer
sells and/or otherwise disposes of its interest  ("Divestiture")
in an operating division or subsidiary (the  "Divested Entity"),
the Divested Entity shall be entitled to  the continued use of
the licensed Software Products only at  the locations authorized
to use the Software Products prior to  the Divestiture provided
the Divested Entity agrees in writing  to be bound by the
provisions of this Agreement. In addition,  a Divested Entity
shall not be entitled to Support Services  pursuant to Section
10.

 27.     ADDITIONAL OR CONTRARY TERMS AND PROVISIONS,
IF ANY.

     Any additional or contrary terms and provisions set
forth in  a rider dated as of the date of this Agreement, signed
by  both parties, and attached hereto shall be incorporated 
herein and shall govern over any contrary terms and  provisions
set forth above.

 28.     MISCELLANEOUS.

     (a)     Taxes.

     Customer shall pay all taxes based on or in any way 
measured by this Agreement, the Software Products or  any
portion thereof, or any services related thereto,  excluding
taxes based on Vendor's net income, but  including personal
property taxes. Customer may  challenge the validity of any such
tax provided that  Customer shall nevertheless pay such tax when
due and  thereafter seek a refund.

     (b)     Access to Software Products.

	     Access to the Software Products shall be limited to
 employees and subcontractors of Customer ("Persons with 
Access") who require access to the Software Products to  perform
their designated responsibilities for Customer.  Customer shall
take reasonable steps to protect  Vendor's interest in the
Software Products and to have  such Persons with Access comply
with Customer's  obligations under this Agreement.

     (c)     Obligations of Subsidiaries.

	     Dayton Hudson Corporation acknowledges that, in
executing  this Agreement on behalf of itself, its operating 
divisions and its majority-owned subsidiaries, it is  binding
its majority-owned subsidiaries to the terms  hereof and that it
shall cause such majority-owned  subsidiaries to fully comply
with tile terms hereof.

 EXHIBITS: 
 EXHIBIT A - SCOPE OF WORK 
 EXHIBIT B - SOURCE CODE ESCROW AGREEMENT 
 EXHIBIT C - HOLIDAYS OF ATS 
 EXHIBIT D - CERTIFICATE OF INSURANCE 
 EXHIBIT E - CROSS-COMPANY MUTUAL NONDISCLOSURE AGREEMENT

 VENDOR:                                 CUSTOMER:

 ATS MONEY SYSTEMS, INC.             DAYTON HUDSON CORPORATION.

                           				     ON BEHALF OF ITSELF, ITS

                           				     OPERATING DIVISIONS AND ITS

                           				     MAJORITY-OWNED SUBSIDIARIES

 By:______________________              
                           				     By:_________________________

 Name:____________________              
                           				     Name:_______________________

                                    Title:___________________              
 Title:______________________

 Date:____________________              
                           				     Date:_______________________ 



EXHIBIT B  

 

 ESCROW AGREEMENT

     This Escrow Agreement ("Agreement") is made as of
the 15th day of  April, 1997, by and between ATS Money Systems,
Inc., a Nevada corporation  whose principal office is located at
25 Rockwood Place, Englewood, New Jersey   07631 ("ATS"), Dayton
Hudson Corporation, a Minnesota corporation whose  principal
office is located at 33 South Sixth Street, Minneapolis, 
Minnesota 55402 ("DHC") and Fort Knox Escrow Services, Inc.
("Escrow Agent"), a Georgia  corporation located at 3539 A
Church Street, Clarkston, Georgia  30031-1717.

     Whereas, pursuant to that certain Agreement For
Software License between ATS and  DHC dated as of April 15, 1997
(the "Project Agreement"), ATS has agreed to deposit certain 
proprietary materials into escrow.

     Whereas, ATS and DHC desire Escrow Agent to keep the
materials deposited into escrow  in its possession for delivery
to DHC under certain circumstances; and

     Whereas, Escrow Agent desires to act as custodian of
the deposited materials under the  terms and conditions
specified herein.

     Now, therefore, in consideration of the foregoing,
of the mutual promises hereinafter set  forth, and for other
good and valuable consideration, the receipt and sufficiency of
which are  hereby acknowledged, the parties, intending to be
bound legally, agree as follows:

 1.      Definitions.  In addition to the terms
defined elsewhere in this Agreement, the following  terms shall
have the meanings provided for in this Section 1, unless the
context clearly requires  otherwise:

     1.1     "Licensed Programs" shall mean, individually
and collectively, the computer  software programs licensed by
DHC from ATS pursuant to the Project Agreement.

     1.2     "Source Code Materials" shall mean a
complete copy of the source code for each  of the Licensed
Programs, consisting of the full source code language of the
Licensed Programs  including, but not limited to, development
tools, utilities and interfaces, together with complete  system
programming, maintenance and system documentation describing the
interrelationships and  functions of each program, routine or
module, and all other necessary information which would  enable
a reasonably skilled computer programmer or analyst to
reconstruct, maintain, or enhance  the Licensed Programs without
the aid of ATS or any other person or reference to any other 
materials.

     1.3     "Escrow Materials" shall mean, collectively,
the Source Code Materials as the same  may be modified and
updated from time to time in accordance with the Project
Agreement or any  other agreement between ATS and DHC.

     2.      Delivery by ATS.  On or prior to the date
specified in the Project Agreement for  delivery of the Escrow
Materials, ATS shall deliver to Escrow Agent one or more sealed
packages  containing the Source Code Materials.  ATS shall
identify each item in each package and certify  the completeness
and accuracy of the indicated Escrow Materials in a letter
forwarding the same to  Escrow Agent with a copy to DHC. 

     3.      New Releases.  ATS agrees to deposit with
Escrow Agent all modifications,  updates and new releases of the
Escrow Materials by delivery to Escrow Agent as required by the 
Project Agreement.  When ATS delivers any update of the Escrow
Materials to Escrow Agent, it  shall provide a complete version
of the Escrow materials in a sealed package and certify the 
completeness and accuracy of the indicated Escrow Materials in a
letter forwarding the same to  Escrow Agent with a copy to DHC. 
Upon receipt of same, Escrow Agent shall return to ATS the 
previous version of the Escrow Materials it held in custody. 

     4.      Terms and Conditions for Delivery of Escrow
Materials.  Escrow Agent agrees that  the Escrow Materials shall
be held by it for delivery to ATS or DHC under the terms and 
conditions hereinafter set forth. 

     4.1     Delivery of Source Code Materials to DHC. 
Subject to the provisions of Sections  4.2 and 4.3 hereof, ATS
and Escrow Agent agree that the Source Code Materials shall be
held by  Escrow Agent for delivery to DHC but only in the event
that:

	     (a) ATS notifies Escrow Agent in writing to effect
such delivery by mail to DHC,  the notification being
accompanied by a certified or cashier's check payable to Escrow 
Agent for the required fee reflected on Exhibit A; or

	     (b) Escrow Agent received from DHC written
notification that ATS has:



		     (i) failed in any material respect to support or
maintain the Licensed  Programs as required by the Project
Agreement, and the Source Code Materials are  required by DHC to
perform or allow a third party to perform such services in an 
efficient manner;

		     (ii) ceased to be engaged in the business of
providing support or  maintenance for the Licensed Software or
similar software, and the Source Code  Materials are required by
DHC to place itself in a position to support or maintain  the
Licensed Programs; or

		     (iii) availed itself of, or been subjected to by
any third party, a proceeding in  bankruptcy in which ATS is the
named debtor (other than a reorganization under  Chapter 11 of
the federal bankruptcy laws) which is not dismissed or converted
to a  Chapter 11 proceeding within 90 days following the date
the petition was filed, a  general assignment by ATS for the 
benefit or its creditors, or any dissolution or  liquidation of
ATS.

	     (c) Any such written notice from DHC shall be
accompanied by:  (i) evidence that  DHC has previously notified
ATS of such failure in writing; (ii) a written demand that the 
Source Code Materials be released and delivered to DHC; (iii) a
written undertaking from  DHC that the Source Code Materials
being supplied to DHC will be used only as permitted  under the
terms of the Project Agreement; (iv) specific instructions from
DHC for this  delivery; and (v) a certified or cashier's check
payable to Escrow Agent for the required fee  reflected on
Exhibit A.



 4.2     Notification to ATS.  In the event a request
for a copy of any Escrow Materials  from DHC, Escrow Agent
shall, within five (5) working days of receipt of any written
notification  pursuant to paragraph (b) and (c) of Section 4.1,
send by a recognized overnight courier, and by  certified mail,
return receipt requested, a photostatic copy of all documents
received from DHC to  ATS, with a copy to Kraemer, Burns,
Mytelka & Lovell, P.A. by overnight courier and certified  mail,
return receipt requested.  ATS shall have fifteen (15) days from
the date Escrow Agent shall  have sent such documents to ATS to
send to Escrow Agent written notice of its objection to the 
release of a copy of the Escrow Materials requested by DHC and
to request that the issue of  DHC's entitlement to a copy of the
requested Escrow Materials be submitted to arbitration in 
accordance with the provisions hereof.  Escrow Agent will
forward a copy of ATS' written notice  of objection and demand
for arbitration to DHC within five (5) days following receipt
from ATS.   If within fifteen (15) days after mailing and
sending by overnight courier the items specified in  paragraph
(b) and (c) of Section 4.1 to ATS, Escrow Agent has not received
written notice of  ATS' objection to the release of a copy of
the Escrow Materials and its request for arbitration, then 
Escrow Agent shall mail a copy of the Escrow Materials requested
to DHC in accordance with the  instruction specified in DHC's
request.

     4.3     Arbitration.  In the event that ATS shall
send written notice to Escrow Agent within  the time required by
Section 4.2, DHC's right to receive the requested Escrow
Materials shall be  submitted to, and settled by arbitration by
a panel of three (3) arbitrators in accordance with the  rules
of the American Arbitration Association (the "Arbitration
Proceeding").  The Arbitration  Proceeding shall be held in
Chicago, Illinois unless the parties mutually agree to a
different  locations and the arbitrators shall apply California
law.  At least one (1) arbitrator shall be  reasonably familiar
with the computer software industry.  Any decision of the
arbitrators shall be  binding and conclusive on all parties
involved, and judgment upon their decision may be entered in 
the highest court of any forum, federal or sate, having
jurisdiction.  All costs of the Arbitration  Proceeding,
including reasonable attorneys' fees and costs incurred by the
prevailing party and  Escrow Agent shall be paid by the
non-prevailing party.  The provisions of this sub-section shall 
not in any way limit any  party's right to seek equitable relief
from any court.

     4.4     Delivery by Escrow Agent to ATS.  Escrow
Agent shall release and deliver the  Escrow Materials to ATS
upon termination of this Agreement pursuant to Section 9 hereof. 

     5.      Liability.  Except for actual fraud, gross
negligence or intentional misconduct,  Escrow Agent shall not be
liable to ATS or DHC for any act, or failure to act, by Escrow
Agent in  connection with this Agreement.  Escrow Agent will not
be liable for special, indirect, incidental or  consequential
damages hereunder.  The foregoing notwithstanding, nothing in
this Agreement shall  limit any remedies to which ATS may be
entitled, whether at law or in equity, in connection with  any
claim relating to the misappropriation of confidential
information or trade secrets or the  violation of any copyright
or other intellectual property right of ATS.

     6.      Indemnity.  ATS and DHC hereby agree to
indemnify and hold harmless Escrow  Agent and each of its
directors, officers, and stockholders, absolutely and forever,
and from and  against any and all claims, actions, damages,
suits, liabilities, obligations, costs, fees, charges, and  any
other expenses whatsoever, including legal fees, that may be
asserted against Escrow Agent or  any of its directors,
officers, or stockholders with respect to any act, except as a
result of the  negligent act or omission on the part of Escrow
Agent (or any of its officers, directors,  stockholders,
employees or agents) and as otherwise provided in Section 5.

     7.      Disputes and Interpleader.  In the event of
any dispute between ATS and DHC  relating to delivery of any
Escrow Materials by Escrow Agent or to any other matter covered
by  this Agreement, Escrow Agent may submit the matter to any
court of competent jurisdiction in an  interpleader or similar
action.  Any and all costs incurred by Escrow Agent in
connection therewith  shall be borne by the party bringing such
action, however, the party bringing such action shall be 
entitled to recover such costs if it prevails against the other
party (but not from the Escrow Agent).  Without limiting the
generality of the foregoing, if Escrow Agent shall be uncertain
as to its duties  or rights hereunder, shall receive any notice,
advice, schedule, report, certificate, direction or other 
document from any person or entity with respect to the Escrow
Materials, that, in the opinion of  the management of Escrow
Agent is in conflict with any of the provisions of this
Agreement, or  shall be advised that a dispute has arisen with
respect to the ownership or right of possession of the  Escrow
Materials or any part thereof, Escrow Agent shall be entitled,
without liability to anyone, to  refrain from taking any action
other than to exercise best efforts to keep safe the Escrow
Materials  until Escrow Agent shall be directed otherwise in
writing by an order, decree, ruling or judgment  of the
Arbitration Proceeding or a court of competent jurisdiction, but
Escrow Agent shall be  under no duty to institute or defined any
such proceeding.

     8.      Bankruptcy.  ATS and DHC acknowledge that
this Agreement is an "agreement  supplementary to" the Project
Agreement as provided in Section 365(n) of Title 11, United
States  Code (the "Bankruptcy Code").  ATS acknowledges that if
ATS, as a debtor in possession or a  trustee in Bankruptcy in a
case under the Bankruptcy Code, rejects the Project Agreement or
this  Agreement, DHC may elect to retain its rights under the
Project Agreement and this Agreement as  provided in Section
365(n) of the Bankruptcy Code as they relate to the Escrow
Materials.  Upon  written request of DHC to ATS of the
Bankruptcy Trustee, ATS or such Bankruptcy Trustee shall  not
interfere with the rights of DHC as provided in the Project
Agreement and this Agreement, as  they relate to the right to
obtain the Escrow Materials from the Escrow Agent in accordance
with  Section 4 hereof.

     9.      Termination.  This Agreement may be
terminated at any time by any party upon  ninety (90) days'
prior written notice to each of the other parties sent by
registered or certified  mail, return receipt requested and
first class postage prepaid.  In the event of termination, and 
provided Escrow Agent has been paid all fees due hereunder,
Escrow Agent will forward all copies  of the Escrow Materials in
its possession to the replacement escrow agent, or, if agreed by
DHC in  writing, to ATS.  Prior to the expiration of such 90 day
period, ATS and DHC shall enter into an  escrow agreement with a
replacement escrow agent, which agreement shall be on the same
terms  and conditions set forth herein, together with such
changes and modifications as both parties may  approve, which
approval shall not be unreasonably withheld, conditioned or
delayed.  ATS and  DHC will promptly notify Escrow Agent of the
name and address of any replacement escrow  agent.

     10.     Fees; Non-Payment.  Except as otherwise
provided in this Agreement, ATS and  DHC shall share equally the
Escrow Agent fees in accordance with Exhibit A as compensation
for  Escrow Agent's services under this Agreement, including any
amounts due Escrow Agent on  termination of this Agreement.  In
the event of non-payment of any fees or charges invoiced by 
Escrow Agent, Escrow Agent shall give notice of non-payment of
any fee due and payable  hereunder to ATS and DHC and, in such
an event, either party shall have the right to pay the  unpaid
fee within thirty (30) days of receipt of notice from Escrow
Agent and recover such  amount from the responsible party, and
upon timely payment of the unpaid fee by either party, this 
Agreement shall continue in full force and effect.  Failure to
pay the unpaid fee within thirty (30)  days shall result in
termination, as outlined above in Section 9.

     11.     Governing Law.  This Agreement shall be
construed and enforced in accordance  with the laws of the State
of California.

     12.     Notices.  Except as otherwise provided in
Section 4.2, all notices and other  communications hereunder or
in connection herewith shall be deemed to have been duly given
if  delivered personally or sent by registered or certified mail
in writing, return receipt requested and  first class postage
prepaid:

    If to ATS:              ATS Money Systems, Inc.

			     25 Rockwood Place

			     Englewood, New Jersey 07631

			     Attn:  Gerard F. Murphy, President

	     with a copy to: Kraemer, Burns, Mytelka  & Lovell, P.A.

			     Counselors at Law

			     675 Morris Avenue

			     Springfield, New Jersey 07081

			     Attn:  Douglas E. Burns



     If to Escrow Agent:     Fort Knox Escrow Services, Inc.                    

                     			     3539 A Church Street

                     			     Clarkston, Georgia  30031-1717

                      			     Attn:  Lisa McKinney

	     
     If to DHC:              Dayton Hudson Corporation, 
				    
                     			     33 South Sixth Street

                     			     Minneapolis, Minnesota 55402                     
      

                     			     Attn:  Chief Information Officer

       	     with a copy to: Dayton Hudson Corporation

                     			     22301 Foothill Blvd.

                     			     Mailstop MO2Q

                     			     Hayward, California  94541

                     			     Patricia Rigby Williams, Esq.

 Either party may change its address for notices under
this Agreement by providing the other party  with written notice
in the matter set forth above.

     13.     Third Party Beneficiaries.  Other than the
parties specifically identified herein, there  are no intended
third party beneficiaries of this Agreement.

     14.     Entire Agreement.  This Agreement, together
with Exhibit A hereto, constitute the  entire agreement between
Escrow Agent and ATS with respect to the subject matter hereof,
all  prior agreements and understanding being merged herewith.

 Witness (Attest):                       ATS MONEY SYSTEMS, INC.

______________________          
                                    					By:________________________________

                                    					Printed Name:______________________

                                    					Title:_____________________________

                                    					Date:______________________________

 Witness (Attest):                       DAYTON HUDSON CORPORATION

 _______________________                
                                    					By:________________________________

                                    					Printed Name:______________________

                                    					Title:_____________________________

                                    					Date:_____________________________

 Witness (Attest):                       FORT KNOX ESCROW SERVICES, INC.

______________________          
                                   					 By:________________________________

                                   					 Printed Name:______________________

                                   					 Title:_____________________________

                                   					 Date:_____________________________