Sample Business Contracts

ATM Services Addendum - Cardtronics LP and NCR Corp.

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This ATM Services Addendum between Cardtronics, LP, a Delaware limited
partnership, whose principal offices are at 3000 Hayes Road, Suite 101, Houston,
Texas 77082 ("You") and NCR Corporation ("NCR") is agreed to on July 26, 2001
(the "Effective Date").


1.1      Our Contract with respect to ATM Services you acquire from NCR consists
         of the ("Master Agreement #66073, this Addendum, and any Appendices
         attached to this Addendum. Unless otherwise agreed in writing, all ATM
         Services will be governed by this Addendum.

1.2      If a conflict exists between the terms and conditions of any of the
         documents referenced above, the order of precedence will be (a)
         Appendices to this Addendum; (b) this Addendum; and (c) the Master
         Agreement. Any pre-printed language on your or NCR's Order Forms will
         not apply.

2.0      TERM

2.1      The initial term of this Addendum ("Initial Term") will begin on the
         Effective Date indicated above and will continue for a period of three
         years. Thereafter, this Addendum will automatically renew for one year
         periods, until terminated by either party by written notice to the
         other no less than 90 days prior to the end of the Initial Term or
         renewal period, unless terminated according to Section 10.

2.2      NCR will commence providing the services described herein upon the
         execution hereof to all of the equipment listed on Appendix C.

         Upon 30 days written notice to NCR, Cardtronics may remove from service
         or relocate the equipment covered by this Addendum without any penalty
         or liquidated damages being assessed against it. Further, upon 30 days
         written notice and subject only to Section 4.2.7, Cardtronics may add
         equipment to be covered hereunder. NCR shall adjust its quarterly
         invoicing to Cardtronics to reflect the addition or deletion of
         equipment as the case may be. This information will include the
         information described in Appendix A, as well as the new location (with
         complete street address, city, state and zip/postal code, and new
         location number) and the effective date of the change. If you do not
         provide the required notice, NCR will invoice you at T&M rates for
         extra work caused as a result.

2.3      If NCR has installed Mas-Hamilton CenCon 2000 or equivalent ("Cencon")
         locks on ATMs as part of the Services, and you terminate Services with
         respect to any ATM, you will reimburse NCR $  *  minus $  *  for each
         full year the lock was in service on that ATM, and you will pay NCR at
         T&M rates, not to exceed $  *  per ATM, to deactivate the lock.

2.4      Immediately upon termination of this Addendum, NCR will delete all
         Cencon locks assigned to your ATMs from its systems. This action will
         permanently prevent issuance of

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                          Page 1


         keys or combinations by NCR to access the locks; NCR will not be able
         to provide administrative support after that time, and will not be
         responsible for any cost resulting from your failure to Super-Shelve
         the locks or take other actions necessary to effect the transition of


3.1      As used in this Addendum, the following terms will have the following
         meanings. Capitalized terms not defined in this Addendum will have the
         meanings assigned in the Master Agreement.

         (a)      "ATM Loss" means a single occurrence of the loss of Valuables
                  from a single ATM. ATM Losses only include stolen or destroyed
                  negotiable instruments to the extent you take all commercially
                  reasonable efforts to reconstruct lost or destroyed items and
                  take other action as may reasonably be necessary to assure the
                  maximum amount of reconstruction of such items, including
                  without limitation, requesting depositors of any negotiable
                  instrument, including checks, to issue duplicates thereof.

         (b)      "ATM Loss Liability Limit" means the maximum amount of NCR's
                  liability for an ATM Loss. The ATM Loss Liability Limit will
                  be $  *  .

         (c)      "Customer Preventable Call" is a Service call which could have
                  been avoided had you properly undertaken your obligations
                  hereunder. Customer Preventable Calls include, but are not
                  limited to, calls for First Line Maintenance to replenish
                  supplies because you (or your cash replenisher) neglected to
                  do so during normal business hours.

         (d)      "Days" means calendar days unless specified otherwise.

         (e)      "Good Operating Condition" means conformance to the
                  manufacturer's then-current customer-level documentation.

         (f)      "Principal Period of Maintenance" ("PPM") is the time period
                  (in hours per day and days per week) during which NCR will
                  provide Services.

         (g)      "Response Time" is the interval between your call to NCR and
                  NCR's arrival at the ATM. Response Time intervals are measured
                  during the PPM only. For example, if the PPM is 8:00 a.m.
                  through 5:00 p.m. and NCR receives a request of service at
                  4:00 p.m. and responds at 9:00 a.m. the following day, the
                  Response Time is 2 hours.

         (h)      "Valuables" includes but is not limited to (i) bills, coins,
                  and stamps (collectively, "Currency"); and (ii) checks and
                  other negotiable instruments.

3.2      Reference to the conduct of a party includes the conduct of employees,
         subcontractors or agents of that party. NCR may provide Services either
         directly or through subcontractors.

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                          Page 2


4.0      SCOPE

4.1      In return for payment of services in accordance with the rates set
         forth in Appendix "A", NCR will provide First Line Maintenance Services
         (defined in Appendix B) and Second Line Maintenance Services (defined
         in Section 4.2) to the equipment specified in Appendix C, which may be
         updated from time to time in accordance with Section Second
         Line Maintenance consists of Remedial Hardware Maintenance, Replacement
         Parts, Preventive Maintenance, and Engineering Changes to NCR
         manufactured ATMs, as described below, necessary to keep the ATM in
         Good Operating Condition. Generally, NCR will attempt problem diagnosis
         and resolution on a remote basis first.

         4.2.1    Remedial Hardware Maintenance - Remedial Hardware Maintenance
                  consists of those functions required to repair a
                  malfunctioning ATM and return it to Good Operating Condition.
                  Remedial Maintenance includes software support as required to
                  repair failed or malfunctioning hardware including software
                  reloads and log and tally audits. (For non-NCR ATMs, NCR will
                  restore the operating system software to the internal drive
                  provided the backup operating system software is available on
                  site). NCR's response to a service request will be consistent
                  with the nature of the problem, and may include remote support
                  in the form of on-line diagnosis and telephone assistance, and
                  if necessary, on-site presence.

         4.2.2    Replacement Parts - NCR will install parts on an exchange
                  basis. Installed parts may be new or reconditioned used parts.
                  Replacement parts become your property (if you own the
                  equipment). Replaced parts become the property of NCR. As used
                  in this Addendum, the term "parts" does not include consumable
                  items such as batteries, paper, printheads, and storage media.

         4.2.3    Preventive Maintenance - Preventive Maintenance consists of
                  any functions performed on a proactive basis designed to keep
                  the ATM in Good Operating Condition. Any applicable Preventive
                  Maintenance will be performed one time during the year as part
                  of a regular service call. Preventive Maintenance may include
                  system monitoring as applicable.

         4.2.4    Engineering Changes - Engineering Changes include any safety
                  changes to NCR ATMs required of NCR by a governmental or
                  regulatory entity. Such safety changes will be made at no
                  additional charge. Other engineering changes, e.g., changes
                  intended to enhance reliability or serviceability of NCR
                  equipment, that are generally adopted by NCR and provided to
                  NCR's maintenance customers at no charge, if any, will also be
                  made by NCR at no additional charge and will be installed at
                  NCR's convenience. When NCR provides Second Line Maintenance
                  for non-NCR ATMs, NCR will not accept responsibility for the
                  tracking, procurement or installation of Engineering Changes
                  to such equipment. If you agree to furnish NCR with such
                  Engineering Changes NCR may agree to install the Engineering
                  Change at NCR's standard labor rate.

                                                                          Page 3


         4.2.5    NCR's target Response Time to your requests for Remedial
                  Maintenance during the PPM for ATMs within Zone 1, is 4 hours,
                  with one hour added for each zone beyond Zone 1. (Service
                  "Zones" are defined in Section 7.0) NCR will respond to
                  requests for Remedial Maintenance outside the PPM on a
                  commercially reasonable "best efforts" basis at the T&M Rate
                  of $  *  for Second Line services.

         4.2.6    Unless otherwise agreed in writing, new NCR ATMs will receive
                  the level of support specified by their warranty. If you
                  upgrade the warranty to receive a higher level of support, the
                  warranty upgrade charge will commence on installation. At the
                  expiration of the warranty period, NCR ATMs will automatically
                  be placed under this Addendum for the remainder of the term at
                  the rates specified in Appendix A, or if not specified, at
                  rates agreed by the parties. NCR does not assume the
                  manufacturer's warranty obligations on non-NCR equipment.

         4.2.7    Save and except for the ATMs identified in Appendix C, prior
                  to accepting any ATM's for inclusion in the service program
                  defined herein, NCR may inspect and if necessary repair, ATMs
                  which have not been subject to NCR warranty or maintenance for
                  90 days or longer. Although the ATMs identified in Appendix C
                  shall be included in the service program upon the execution
                  hereof, upon its first call or visit to each ATM site NCR will
                  advise Cardtronics if any of these ATMs need repair. If so,
                  that ATM will be excluded from the program on a retroactive
                  basis until such repairs are made. Inspection and any
                  necessary repairs will be at Cardtronics expense.

         4.2.8    NCR will determine in its discretion if it will provide
                  maintenance for ATMs which have been subject to Alterations or
                  Attachments. NCR will not maintain ATMs if an Alteration or
                  Attachment creates a safety hazard or renders maintenance or
                  repair impractical. An "Alteration" is a change made to the
                  physical, mechanical, or electrical arrangement of hardware,
                  whether or not additional devices or parts are required, and
                  an "Attachment" is a mechanical, electrical, or electronic
                  interconnection to NCR hardware of non-NCR hardware marketed
                  by others. If an Alteration, Attachment, use of supplies not
                  meeting the ATM manufacturer's specifications, use of
                  unsupported software, use of software not furnished by NCR, or
                  modifications to NCR-supported software not performed by NCR
                  result in an increase in maintenance costs, NCR may increase
                  maintenance charges to reflect that increased cost.

         4.2.9    Second Line Maintenance does not include clearing of paper,
                  card, envelope and currency jams, the replenishment of media
                  and supplies (paper, ribbons, ink cartridges, and print
                  heads), software version level upgrades (maintenance releases
                  or software code corrections for NCR ATMs are included for the
                  current shipping software version and the last release of the
                  prior software version), or Administrative Maintenance
                  including retrieval of mutilated cash from the divert
                  cassette, retrieval of captured cards, or the general cleaning
                  of ATM and the immediate surrounding area. (Note: ATM software
                  support is available for NCR

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                          Page 4


                  ATMs under a separate ATM Enhanced Software Support Addendum.
                  NCR will not accept responsibility for application software
                  support for non-NCR equipment).

         4.2.10   Excess currency (commonly called "side cash") stored in the
                  ATM is not authorized, and NCR will not be responsible for any
                  loss of side cash. If side cash is found by NCR while at the
                  ATM site, NCR reserves the right to re-schedule service at a
                  later time and will not be obligated to continue service until
                  the side cash has been removed.

4.3      Services will be performed only during the PPM. If a service request
         received by NCR within the PPM cannot be completed by the end of that
         day's PPM, it will be continued during the next occurring hours of the
         PPM. Except as otherwise agreed in writing, the PPM does not include
         New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
         Day, Christmas Day and any other day recognized locally as a legal
         holiday (collectively, "Holidays").

4.4      The following services are not covered by this Addendum and are
         billable to you on a "Per Call" basis at the T&M Rate. Per Call
         services are billed upon performance and are subject to personnel and
         material availability.

         (a)      Any service which, at your request, is provided outside the
                  PPM, or which is beyond the scope of the service as described
                  in this Addendum.

         (b)      Any service for ATM equipment or locations not specified in
                  Appendix C or not currently on maintenance with NCR.

         (c)      Services relating to installation, deinstallation, upgrades,
                  and movement of ATMs, communications line work external to an
                  ATM or electrical work external to an ATM.

         (d)      At NCR's discretion, services requested for equipment which
                  upon the second repeat arrival no fault is found and the
                  equipment is determined by NCR to be in Good Operating

         (e)      Service resulting from the following causes: your or any third
                  party's negligence, misuse, or abuse, including the failure to
                  operate the ATM in accordance with NCR's power, environmental,
                  and other specifications; movement of the ATM by anyone other
                  than NCR; failure of equipment not maintained by NCR; improper
                  use of or failure to use supplies; use of supplies not meeting
                  the manufacturer's specifications; acts of third parties; fire
                  originating outside of NCR-furnished equipment; water; acts of
                  God; damage ordinarily covered by insurance.

         (f)      The second repeat Customer Preventable call to a site within
                  two days, such as, but not limited to, communications line
                  failures, electrical failures, failure of third parties.

         (g)      Emergency Cash Replenishment and Unscheduled Cash Services

                                                                          Page 5


4.5      In the event service is required on ATMs under circumstances which
         could jeopardize the safety of NCR employees (including any call to an
         ATM housed in a manner requiring work in the open), NCR reserves the
         right, but is not obligated to, reschedule service to other times,
         require a security escort at your expense, or refuse to perform the
         service. Security escorts will be subject to NCR's approval, will be
         bonded, and where feasible and lawful, will be armed. NCR may recommend
         changes you can make to the ATM site, such as additional lighting,
         designed to improve safety and enable NCR to service the ATM without
         limitation. NCR agrees to use its best efforts to immediately notify
         Cardtronics' Help Desk of its decision and will provide the Help Desk
         sufficient information so that Cardtronics may, if applicable, remedy
         the situation or provide the necessary escort.


5.1      You and NCR agree to assist and cooperate fully with each other
         relative to any claim, dispute or issue arising hereunder. You agree at
         all times to exercise due care in order to discover and investigate any
         losses of your property. Immediately upon discovering a loss, you agree
         to furnish to NCR reasonably satisfactory proof of such loss. The
         accepting of such information will not be an admission of liability on
         behalf of NCR. Upon NCR's request, you will make available during
         regular business hours your books, records, and accounts which relate
         to the alleged loss, and will cooperate with and assist in the
         investigation of such loss including sharing with NCR all information
         that any person may have concerning the loss and the circumstances
         surrounding the same.

         Supporting documentation is necessary for NCR to process and
         investigate loss claims. Reasonably satisfactory proof of a claim for
         loss is required, and includes but is not limited to:

         -        ATM settlement documentation and ATM settlement receipts
                  (network and ATM counters) for the time period the loss was
                  discovered and the settlement report(s) for the previous and
                  post settlement periods.

         -        Copies of your ATM Network reports indicating the ATM's
                  beginning, ending and dispensed totals for the time period the
                  loss was discovered.

         -        Copies of the ATM event history, indicating any ATM status
                  messages and suspect transactions.

         -        Copies of the ATM journal record.

         -        Detailed documentation to support your calculation of the
                  claimed loss.

5.2      Given the necessity for the prompt investigation of any claim relating
         to an alleged loss of Valuables, you agree that you must present any
         Loss claim to NCR in writing as soon as reasonably possible, and in no
         event later than 5 business days after receipt of documentation leading
         to the discovery of the Loss. Such claim (including copies) must be
         delivered by express mail, same-day or overnight courier, to the
         following addresses. Such notices will be deemed given on the day
         received, and must be addressed to:

         NCR Corporation
         Operations Support Center EMD-2

                                                                          Page 6


         1529 Brown Street
         Dayton, OH  45479
         Attn: ATM Operations Support Center

         With copies to:

         NCR Corporation
         Attn: General Counsel/Notices WHQ-5
         1700 S. Patterson Blvd.
         Dayton, OH  45479
         Fax: (937) 445-7214


6.1      You will not permit anyone other than NCR to perform Second Line
         Maintenance on any ATM covered by this Addendum.

6.2      You are responsible for initially determining that the ATM requires
         service and will follow the service request procedures provided by NCR.

6.3      You are responsible for preparing the ATM site prior to delivery, and
         maintaining it thereafter in accordance with the ATM manufacturer's
         specifications and NCR's site safety specifications (which will be
         provided upon request), and for providing safe and adequate working
         conditions for NCR's service personnel, including appropriate utility
         service and, if required, local telephone extensions. Subject only to
         reasonable and necessary security regulations, you agree to permit NCR
         access to all ATMs to be maintained by NCR.

6.4      You are responsible for:

         (a)      Installation, testing, and operation of all software Updates.

         (b)      Provide all necessary consumables for service of the ATM
                  (cash, paper, ribbons, etc.).

6.5      You represent that you have the owner's authority to permit NCR to
         service any ATM which you do not own.

6.6      You are responsible for all products and services provided by parties
         other than NCR, whether or not NCR recommended them or assisted in
         their evaluation, selection, or supervision. The failure of those
         products, services or suppliers to meet your requirements will not
         affect your obligations to NCR under this Addendum.

6.7      If equipment is removed from its location, or moved to another
         location, you are responsible to notify NCR, in writing, of the changes
         and for securing all Valuables prior to the move. If NCR has undertaken
         responsibility for Valuables under an Appendix to

                                                                          Page 7


         this Addendum, NCR will not be liable for any loss if your actions
         prevent NCR from securing the Valuables prior to the move.

6.8      You will use all commercially reasonable efforts to recover Valuables,
         including correcting the transaction (debiting the account) of any
         customer, for an ATM Loss due to improperly dispensed Valuables as a
         result of misloaded denominations, misconfigured cassettes or misloaded

7.0      RATES

7.1      The rates for First and Second Line Maintenance are based, in part, on
         the ATM's distance from the nearest NCR service location. The base
         rates cover service within 25 miles of the nearest NCR service location
         ("Zone 1"). Rates for ATMs outside of Zone 1 are calculated by
         increasing the Zone 1 rate by the percentage rate for the corresponding
         Service Zone as follows:

            DISTANCE FROM
             NEAREST NCR
-------     -------------       --------------
   1         0-25 miles                *
   2         26-50 miles               *
   3         51-75 miles               *
   4        76-100 miles               *
   5         101+ miles                *

7.2      The rates specified in this Addendum are fixed for a one-year period
         following the Effective Date. Thereafter, NCR may increase the rates
         for any succeeding one-year period commencing on the anniversary of the
         Effective Date in an amount not to exceed the greater of 5%, or the
         increase in the Consumer Price Index (All Groups) for the corresponding
         period (the "Annual Limit"). In addition, if NCR is providing Cash
         Replenishment Services and incurs an increase of ten percent or more in
         the cost of its subcontracted Cash Replenishment Services, including
         but not limited to fuel cost increases, the parties will meet promptly
         to determine an equitable adjustment to the rates, and if they are not
         able to do so, either party may cancel Cash Replenishment Service to
         the affected ATM's without penalty upon 90 days written notice.

7.3      You acknowledge and agree that NCR's ATM service rates are based upon
         quantity of ATMs under service and the length of the term, and that a
         decrease in either will result in increased costs to NCR which are
         difficult to accurately ascertain. If, during the Initial Term of this
         Addendum, you terminate support with respect to this contract other
         than those reasons specified in 10.l or the removal of an ATM due to
         low transaction volume, you agree to pay to NCR an amount equal to 10%
         of the prorated service rates for that ATM from the effective date of
         termination through the last day of the Initial Term. You agree that
         this fee is a reasonable estimate of NCR's damages resulting from such
         early termination.

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                          Page 8

 7.4     All Services which are not specifically priced in Appendix A or
         otherwise agreed in writing will be charged at NCR's then-current time
         and materials rate of $  *  for First Line Maintenance Services and
         $  *  for Second Line Maintenance Services, including a  *  for
         services performed outside of normal business hours (the "T&M Rate").

7.5      Rates do not include any Federal, state, county, or local sales, use,
         or other taxes however designated, whether levied on seller or buyer
         and whether based on price, charge, product, service, use, or this
         Addendum. Any such taxes and interest (if not due to NCR's delay)
         required to be paid by NCR will be added to the invoices. You will
         reimburse NCR for any taxes to be paid by you but in fact paid by NCR
         (whether that fact is discovered through audit or otherwise) upon
         receipt of NCR's invoice.


         You will pay NCR for First and Second Line Maintenance services
           *  beginning on the Effective Date of this Addendum, or for ATMs not
         installed on the Effective Date, on the date the ATM is installed and
         certified ready for use. NCR will invoice you for Per Call services as
         those services are rendered. Invoices for Per Call services are due and
         payable upon receipt. You will pay NCR for scheduled Cash Replenishment
         Services monthly in advance, and for unscheduled and emergency Cash
         Replenishment services monthly upon completion of the service. NCR will
         provide appropriate invoices 30 days prior to each payment due date.
         Your failure to pay any invoice when due will entitle NCR to late
         payment fees or interest, or both, and to applicable collection costs
         (if any).


9.1      NCR warrants that it will perform its obligations under this Addendum,
         in a professional and workmanlike manner. NCR, at its expense, will
         promptly re-execute any Services that fail to conform to the
         requirements of this Addendum. If NCR is unable reasonably to do so,
         the fees you paid for that portion of the Service will be refunded.

9.2      In the event NCR is required to perform maintenance services on an ATM
         as a result of damage or inoperability caused by your negligence or
         that of a third party, failure to comply with the terms of this
         Addendum, or failure to comply with agreed operational procedures, NCR
         reserves the right to bill you for such services at its then-current
         time and materials rate.

9.3      In the event an employee or agent of NCR is determined, by criminal
         conviction or clear and convincing evidence, to have taken any
         Valuables, then NCR will be responsible for the amount of the Valuables
         proven to have been taken by such employee, not to exceed the ATM Loss
         Liability Limit per incident with respect to each ATM that is (a)
         involved in the incident and (b) covered by Appendix C, as such
         appendix is updated from time to time. Upon payment of any loss
         hereunder, NCR will be subrogated to all of your rights and remedies

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                          Page 9


9.4      NCR will not be liable for claims, actions, damages, liabilities,
         losses and expenses, including reasonable attorneys' fees, arising out
         of or in connection with any ATM Loss, to the extent such claim is the
         result of (a) Currency dispensed due to ATM malfunction; (b) Currency
         dispensed due to mistake or fraudulent instruction manually or
         electronically transmitted to the ATM; (c) ATM equipment hardware
         malfunction; (d) excess currency (commonly called "side cash") stored
         at the ATM location; (e) discrepancies between network reports and ATM
         bill counter totals; (f) your mistakes in verification; (g) access by
         third persons, whether authorized or unauthorized, unless such access
         was made possible by the act or omission of NCR; or (h) the use of
         magnetic debit and credit cards. OTHER THAN AS SPECIFIED IN SECTIONS



10.1     This Addendum may be terminated as set forth below:

         (a)      By either party upon a material default by the other party in
                  the performance of any of its obligations under this Addendum
                  if it is not cured within 60 days after written notice by the
                  non-defaulting party.

         (b)      NCR may terminate in the event you fail to pay after 10 days
                  prior written notice by NCR of a payment being past due and if
                  in that notice NCR indicates that this Addendum is terminated
                  if not paid. This right to terminate is in addition to NCR's
                  rights under Section 8.0.

         (c)      At the option and upon at least ninety (90) days written
                  notice to NCR, Cardtronics may terminate this Addendum as to
                  that equipment that is affected or covered by any of the
                  following: (i) cancellation or termination, regardless of the
                  reason, of any of the ATM provider agreements between
                  Cardtronics and any third-party (an "ATM Program") wherein
                  Cardtronics either owns, operates or manages one or more ATMs
                  for the benefit of that third-party; (ii) the sale of all or
                  any ATM program (or any portion threreof) to any third party;
                  (iii) change in the ownership of Cardtronics; or (iv) the sale
                  of substantially all of the assets of Cardtronics to any third
                  party. Such termination will be without the payment of any
                  penalty or liquidated damages.

10.2     If NCR is not reasonably able to secure parts, documentation, training,
         or support necessary to fully perform its obligations under this
         Addendum for a particular class of

                                                                         Page 10


         non-NCR ATM, NCR may cancel this Addendum for that non-NCR ATM on 90
         days written notice.


         NCR will maintain at its expense such insurance as will fully protect
         it from any claims for damage for bodily injury, including death, or
         for property damage that may arise from operations under this Addendum,
         whether such operations are performed by NCR or by any subcontractors
         or anyone directly or indirectly employed by either of them. Upon
         request, NCR will provide certificates of insurance or self-insurance
         for your inspection.


         Appendix A - Annual 1st and 2nd Line Maintenance Pricing
         Appendix B - First Line Maintenance Description
         Appendix C - ATM Site Locations
         Appendix D - Fixed Fee Pricing
         Appendix E - DES Key Document

                                                                         Page 11



         Any notice required by this Addendum or given in connection with it,
         shall be in writing and shall be given to the appropriate party by
         personal delivery or by certified mail, postage prepaid, or recognized
         overnight delivery services.

         If to NCR:

         NCR Corporation
         Operations Support Center EMD-2
         1529 Brown Street
         Dayton, OH  45479
         Attn: ATM Operations Support Center

         If to Cardtronics:

         Cardtronics, LP
         3000 Hayes, Suite 101
         Houston, TX  77082
         Attn: Michael H. Clinard, Chief Operating Officer

Agreed and Accepted

Cardtronics, LP                                    NCR Corporation

By: /s/ Ralph H. Clinard                           By: /s/ James R. Kent, Jr.
    -----------------------------                      ----------------------
    Ralph H. Clinard                                   James R. Kent, Jr.
    President & CEO                                    VP/Area General Mgr.

Date: 11/14/01                                     Date: 11/19/01

                                                                         Page 12


                                                                      APPENDIX A

                              ATM SERVICES ADDENDUM
                           ANNUAL MAINTENANCE PRICING

MODEL            1ST LINE         2ND LINE
5670              $  *              $  *
5870L L           $  *              $  *
5305/5303         $  *              $  *

Service Level:

Monday Through Sunday: 8am to 8pm

Response Time:

1st Line 2 hour

2nd Line 4 hour

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                         Page 13


                                                                      APPENDIX B

                              ATM SERVICES ADDENDUM
                             FIRST LINE MAINTENANCE

This Appendix describes the First Line Maintenance Services ("FLM") that NCR
will provide you. Where indicated by the context, the term "you" as used in this
Appendix includes both you and any third party providing other services for the
ATM on your behalf.


         1.1      Clearing of receipt, journal, DPM and statement paper jams.

         1.2      Check media transports to determine if they are functioning
                  properly and clear them of any foreign objects.

         1.3      Check supply of receipt, journal and statement printers. Load
                  paper if necessary. Verify legibility of print. Replenish, but
                  not furnish all necessary media and supplies (paper, ribbons,
                  ink cartridges and printheads). In the event of electronic
                  journal full conditions, copy the journal to a floppy disk.

         1.4      Retrieval of jammed cards with placement of jammed cards into
                  card tray - if applicable.

         1.5      Clean ATM DIP, SWIPE, or motorized Card Readers (whichever
                  appropriate when a Card Reader malfunction is indicated on

         1.6      Check placement of captured card tray and reposition if

         1.7      Clearing of currency jams, whatever the reason.

         1.8      Check supply of envelopes in the envelope dispenser and
                  replenish as required.

         1.9      Clear jams in the Envelope Depository.

         1.10     Check depository for proper operation.

         1.11     Replace the Depository Print Head as needed.

         1.12     Visually check the ATM (as a part of a normal first line
                  maintenance call) to verify the following:

                  -    Existing lighting functioning properly.

                  -    Proper operation of the card access device.

                  -    Environment (air conditioning, heating, A/C,
                       Communications Connections)

                  -    General cleanliness of ATM and surrounding area.

                  -    Ensure customer notification of deposit pick-up is
                       posted, where applicable.

                  -    ATM screen is clean.

                                                                         Page 14


         1.13     If observable within 2 minutes after service completion;
                  observe transaction on the ATM and verify that all aspects of
                  the ATM, including the display, keyboard, shutter door
                  operations and dispenser are operational. Verify that ATM
                  customer receipt prints proper date, time and ATM I.D. number.

         1.14     Provide operational reviews and notify FSP of any issues
                  including other vendor services.

         1.15       *


1.2      First Line Maintenance Service rates do not include the cost of, and
you will furnish and distribute to the ATMs or your designated agent, all media
and supplies or, upon request (and with sufficient notice), NCR will furnish
media and supplies at NCR's then-current prices. You will ensure that
Administrative Maintenance is performed in conjunction with every cash
replenishment service. CIT primary Administrative Maintenance duties includes:

         (a)      retrieval of mutilated cash from the divert cassette;

         (b)      retrieval of all captured cards; removal & replacement of
                  Electronic Journal diskette (if applicable);

         (c)      replenishment of receipt tapes and ribbons;

         (d)      cleaning the ATM interior and exterior fascias, with the
                  exception of the annual NCR PM activity.

         (e)      replacing internal receipt paper or cards, and performing
                  other minor corrective actions.

1.6      ATMs serviced pursuant to this Appendix must be equipped with the
Mas-Hamilton CenCon 2000 or an equivalent lock system. You agree to cooperate
with NCR in the implementation and management of the Mas-Hamilton system.

1.7      The hours of coverage for Second Line Maintenance must at least equal
the coverage hours for First Line Maintenance.

NCR's target Response Time to your requests for First Line Maintenance during
the PPM, for ATMs within Zone 1, is  *  with one hour added for each zone
beyond Zone 1. NCR will respond to service requests OUTSIDE THE PPM on a
commercially reasonable "best efforts" basis at the T&M rate of $  *  for
First Line Services.

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                         Page 15



3.1      You wish NCR to perform service without one of your employees or agents
being present to provide security for such Valuables. NCR agrees to perform
service under such unaccompanied and unsecured conditions, but NCR IS NOT

3.2      You have a duty to secure all Valuables that may be present in or about
the ATM being serviced by NCR. It is not NCR's duty to provide security for your
property, whether or not NCR has the keys, combinations or other means to access
the location. In the event that other persons you authorized are present at the
site of the ATM, they will at all times be deemed to have care, custody and
control of the ATM, its contents and the premises.

                                                                         Page 16


                                                                      APPENDIX C

                                  SITE LISTING  *

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                         Page 17


                                                                      APPENDIX D


TYPE A RESELLER:                                                      $  *

Cardtronics pre-stages equipment and completes installation.

NCR performs Pre-warranty/maintenance certification. If installation does not
meet standards notice will be given to Cardtronics.


-        Cardtronics submits Electronic Equipment certification to IC. This form
         will describe service level agreement needed.

-        IC schedules NCR Customer Engineer to certify ATM installation and
         sends appropriate documentation to CE.

-        Per the Electronic Certification, this unit will be placed on
         maintenance based on service level agreement.

TYPE B RESELLER: PERSONA LITE                                         $  *

NCR installs ATM on site. NCR loads software and certifies install. Customer
Engineer will train end user at time of install. Additional trips for training
will be billed at $  *  an hour with a 2-hour minimum.


-        Cardtronics submits Electronic Equipment Certification to IC. This form
         will describe service level agreement needed and installation and or
         training requirements.

-        IC schedules NCR Customer Engineer to perform installation and sends
         appropriate documentation to CE describing installation requirements.
         Per the Electronic Certification, this unit will be placed on
         maintenance based on service level agreement.

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                         Page 18


TYPE C RESELLER: MCD UNIT                                              $  *

Cardtronics sells to distributor or owner an NCR pre-staged ATM.

NCR installs and certifies ATM.

Customer Engineer trains end user on operation of ATM at the time of install.
Additional trips for training will be billed at $  *  an hour with a
2-hour minimum.


-        Cardtronics submits Electronic Equipment Certification to IC. This form
         will describe service level agreement and installation and training

-        IC schedules NCR Customer Engineer to perform installation and training
         and sends appropriate documentation to CE describing installation
         requirements. Per the Electronic Certification, this unit will be
         placed on maintenance based on service level agreements.

TYPE D RESELLER: COMMUNITY BANK UNIT                                   $  *

Cardtronics sells ATM in the Community Bank environment.

NCR installs ATM on site. If needed NCR loads software and certifies install.
Customer Engineer trains end user at time of install. Additional trips for
training will be billed at $  *   an hour with a two-hour minimum.


-        Cardtronics submits Electronic Equipment Certification to IC. This form
         will describe service level agreement needed and installation

-        IC schedules NCR Customer Engineer to perform installation and sends
         appropriate documentation to CE describing installation requirements.
         Per the Electronic Certification, this unit will be placed on
         maintenance based on the service level agreement.


Cardtronics requests NCR to prestage ATM's (regardless of model)

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

**Prestaging assumptions apply.

                                                                         Page 19


TYPE A DIRECT:                                                        $  *

Cardtronics places ATM into a Cardtronics managed program. NCR installs unit on
site. If needed NCR loads software and certifies install.


-        Cardtronics submits Electronic Equipment Certification to IC. IC
         schedules NCR Customer Engineer to perform installation and sends
         appropriate documentation to CE describing installation requirements.
         Per Electronic Certification, this unit will be placed on maintenance
         based on the service level agreement.


TRAVEL CHARGE                                                        $  *
MINIMUM SITE T&M CHARGE -         FIRST LINE                         $  *
                                  SECOND LINE                        $  *

2-hour minimum has been waived in lieu of $75.00 travel charge plus one hour on

INSTALLATION - SITE NOT READY CHARGE                                 $  *

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                                                         Page 20


                                                                      APPENDIX E

                                DES KEY APPROVAL

You have requested NCR to load your customer encryption keys (DES Keys) in your
NCR ATMs. The purpose of this communication is to define the required conditions
under which NCR will load DES Keys.

For situations where an NCR technician is on-site as part of an installation or
a repair, and is asked to load generic DES keys (0-9 A-F), NCR will load
CARDTRONICS's generic encryption keys at no additional charge. For service calls
placed solely for the loading of encryption keys or for those situations where
additional travel time is required or specialized handling/management of keys is
involved, NCR's standard maintenance time and materials hourly pricing will
apply. Specialized handling/management includes time spent developing schedules
for trips to ATMs, distribution of specialized keys to the field, and project
management/coordination of calls with either you or your designated agent in the
case of split DES keys.

If you implement Split DES, NCR will not carry more than one key. You or your
designated third party agent is responsible for entering the second key.

NCR shall treat all data supplied by you with the highest level of
confidentiality that is reasonable under the circumstances. However, NCR will
not be liable for claims, actions, damages, liabilities, losses and expenses,
including reasonable attorneys' fees, arising out of or in connection with any
claimed ATM loss due to lost, stolen or compromised encryption keys. You
acknowledge that the security of your ATM network is your responsibility, and
that you will change generic DES keys installed by NCR as soon as practicable.
In addition to the terms of this letter, NCR's performance of these DES key
services is subject to all terms and conditions of any Universal, Master, or
Maintenance agreement that may be in place between us.

By signing this agreement, you acknowledge your understanding of these
conditions and limitations on NCR's service for the loading of encryption keys.

                                                                         Page 21