Sample Business Contracts

ATM Cash Agreement - Palm Desert National Bank and Cardtronics LP

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                            PALM DESERT NATIONAL BANK
                               ATM CASH AGREEMENT

         This ATM Cash Agreement (this "Agreement") is made by and between PALM
DESERT NATIONAL BANK ("Bank"), located at 73-745 El Paseo, Palm Desert,
California 92260, and CARDTRONICS, LP ("Company"), located at 3110 Hayes Road,
Suite 300, Houston, Texas 77082, with Bank and Company hereinafter sometimes
referred to as "party" or "parties," with reference to the following:


         WHEREAS, Company proposes to operate automated teller machines ("ATMs")
at various locations ("ATM Sites"); and

         WHEREAS, Bank is willing to provide or arrange with third parties to
provide funds ("ATM Cash") for certain ATM Sites under the terms outlined below;

         NOW, THEREFORE, for good and valuable consideration, Bank and Company
agree as follows:


         1.       DESIGNATED ATMS. Bank agrees to provide ATM Cash for the ATMs
                  designated in EXHIBIT "A" of this Agreement. Bank and Company
                  may amend EXHIBIT "A" from time to time in writing. Company is
                  responsible for requesting from Bank the timing and amount of
                  ATM Cash shipments. However, Bank will work closely with
                  Company to insure adequate ATM Cash is maintained at the ATM

         2.       ATM CASH. Bank agrees to provide ATM Cash for the ATMs. Bank
                  may, for certain designated ATMs, use the cash of a third
                  party vault cash provider, in which case only cash provided by
                  the third party vault cash provider shall be used in the
                  designated ATMs. Company shall treat all such cash as ATM Cash
                  and all provisions of this Agreement as applicable to Bank's
                  ATM Cash shall apply equally with regards to such third party
                  cash, including all provisions regarding Bank's access to and
                  ownership of ATM Cash and Company's liability therefore;
                  provided, however, that Bank's "ownership" of such third party
                  cash is in the capacity of agent.

         3.       ARMORED CARRIER. Company and Bank shall enter into a Tri-party
                  agreement (the "Tri-party Agreement") with an armored carrier
                  to transport all ATM Cash. The Tri-party Agreement shall
                  require the armored carrier to maintain insurance coverage for
                  ATM Cash; as such coverage is described in Section 11 hereof.
                  Transportation of ATM Cash between Bank (or a third party,
                  such as the Federal Reserve Bank) and ATM Sites will be done
                  only with armored carriers who have executed a Tri-party
                  Agreement and are approved by the Bank. Company shall be
                  solely responsible for the cost of such armored carrier
                  services under any Tri-party Agreement and shall make payment
                  arrangements as set forth on EXHIBIT "C". Company will pay
                  costs directly billed to Bank for Company's cash deliveries.


                  Company will ensure, through its contracts with the armored
                  carrier, that the armored carrier is instructed and
                  acknowledges, in writing, that the ATM Cash delivered under
                  any Tri-party Agreement is the sole property of Bank or the
                  Third Party Provider and that the armored carrier disavows any
                  claims to the ATM Cash for any reason whatsoever, that the ATM
                  Cash must be segregated from all other cash held by the
                  armored carrier in the armored carrier's vault or elsewhere,
                  including segregation of Bank's ATM Cash from ATM Cash
                  provided by a Third Party Provider, and that Bank can request
                  the return of such cash at any time in the Bank's sole and
                  absolute discretion.

         4.       ATM MAINTENANCE. The Company shall be solely responsible for
                  first line maintenance and second line maintenance on all
                  ATMs, including the cost of such maintenance, consistent with
                  the provisions of Section 9.

         5.       ATM ELECTRONIC FUND TRANSACTIONS. Company's agreement (the
                  "EFT Agreement") with any entity (the "ATM Network Driver") to
                  provide the necessary communications and networking to settle
                  ATM transactions involving ATM Cash must provide for the
                  settlement for ATM Cash transactions in the manner outlined in
                  EXHIBIT "D" of this Agreement. Company shall be solely
                  responsible for all costs or fees charged by the ATM Network
                  Driver under the EFT Agreement for the ATM transactions.

         6.       ATM SITE AGREEMENT. Company's agreement(s) with third parties
                  that own on operate ATM Sites must acknowledge Bank's sole
                  ownership of all ATM Cash and disavow any claims to the ATM
                  Cash for any reason whatsoever. If requested, Company shall
                  provide Bank with either (i) a copy of the ATM Site Agreement
                  for any ATM covered under this Agreement, or (ii) a letter
                  executed by the third party owner/operator acknowledging
                  Bank's ownership of the ATM Cash and disavowing any claim or
                  right to the ATM Cash for any reason whatsoever. If requested
                  by Company, Bank will execute a nondisclosure or
                  confidentiality agreement wherein Bank agrees to keep
                  confidential any terms and conditions of such agreements;
                  provided, however, Bank may provide copies of the ATM Site
                  Agreement and any other agreements relating to the operation
                  of the ATM to any Third Party Provider whose cash is used at
                  the ATM, provided such provider agrees to the same
                  confidentiality terms.

         7.       BANK'S OWNERSHIP OF ATM CASH. Company hereby acknowledges that
                  Bank is at all times the sole owner of all ATM Cash prior to
                  its withdrawal by cardholders from ATMs, and that the ATM Cash
                  is treated as Bank's "vault cash." No other person, including
                  Company, shall have any right, title, claim or interest in the
                  ATM Cash prior to its withdrawal by cardholders as
                  contemplated by this Agreement. Bank's ownership of and right
                  to access ATM Cash shall not be subject to any claim, set off,
                  arbitration or lien by Company or others under any
                  circumstances. To the extent ATM Cash is provided by a third
                  party vault cash provider, the parties hereto agree and
                  acknowledge that Bank is acting as such third party's agent
                  with respect to ownership of the ATM Cash.



         8.       BANK'S ACCESS TO ATM CASH. Company shall arrange with armored
                  carriers, ATM maintenance personnel and ATM Site owners for
                  Bank to have ready access to its ATM Cash (wherever located)
                  upon its request. Company understands and agrees that such
                  funds must be readily available to Bank for reserve purposes
                  (Federal Reserve Board Regulation D, Section 204.2(k)) and to
                  satisfy the demands of Bank's depositors. Bank shall have the
                  right to demand the return of any portion or all of its ATM
                  Cash at any time, with or without cause. Without limiting the
                  generality of the foregoing, Bank shall be entitled to demand
                  the return of its ATM Cash whenever: (a) it is directed to do
                  so by state or federal regulatory agencies; (b) it needs the
                  ATM Cash to satisfy the claims of its depositors; (c) Bank has
                  reason to believe that its ATM Cash may be subject to loss
                  through fraud or other means; (d) Bank has reason to believe
                  its access to ATM Cash may be delayed (e.g., due to a
                  threatened strike or labor dispute); (e) Company breaches any
                  of its agreements with armored carriers, processors,
                  maintenance companies or ATM Site owners who handle or have
                  access to ATM Cash; (f) Company breaches this or any other
                  Agreement with Bank; (g) Bank has reason to believe that ATM
                  transactions will not be processed in a correct or timely
                  fashion, or that Bank will not receive timely payment for ATM
                  Cash disbursed to cardholders; (h) an ATM processor,
                  maintenance company, armored carrier, or ATM Site
                  owner/operator breaches its agreement with Company with
                  respect to ATM Cash; (i) Bank is requested to do so by a Third
                  Party Provider, to the extent the ATM Cash is provided by that
                  Third Party Provider; or (j) ATM Cash is determined not to be
                  vault cash for reserve purposes. Bank's access to any ATM for
                  purposes of removing ATM Cash may be done only with the
                  armored carrier designated in the Tri-Party Agreement between
                  Bank, Company and said armored carrier. Although not a
                  prerequisite or condition to its right to remove ATM Cash,
                  Bank will endeavor to give Company three (3) days written
                  notice of its decision (for whatever reason) to remove ATM
                  Cash. Bank is required to notify Company in writing of its
                  decision to remove ATM Cash at the same time Bank issues
                  instructions/orders to the armored carrier for retrieval of
                  the ATM Cash.

         9.       COMPANY ACCESS TO ATM CASH. Company agrees that it and its
                  employees and agents will not take possession of or have
                  access to ATM Cash at any time, either directly or through a
                  third party, without Bank's prior written consent. Company's
                  contracts with armored carriers for transportation and
                  maintenance shall prohibit Company's access to ATM Cash.

         10.      BANK ACCESS TO COMPANY RECORDS. Company shall provide Bank,
                  its agents, accountants, attorneys and regulatory examiners
                  with reasonable access to Company's records and contracts
                  involving the dispensing of any ATM Cash.

         11.      INSURANCE.

                  11.1. PROVIDED BY BANK. Bank, through its relationship with
                  its insurance carrier (the "ATM Cash Insurer"), will provide
                  insurance on the ATM Cash (regardless whether such cash is
                  provided by Bank or a Third Party Provider) at Company's
                  expense. The current pricing for insurance is set forth in
                  EXHIBIT "E" of this



                  Agreement. The ATM Cash Insurer will issue Company a
                  certificate of insurance evidencing the limits of coverage
                  carried by the Bank. The limits of coverage are (i)
                  $300,000.00 per ATM; and (ii) $5,000,000.00 aggregate, with
                  policy retentions satisfactory to the Bank. Bank will use its
                  best efforts to cause all insurance policies on the ATM Cash
                  to expressly waive any right of subrogation, contribution or
                  any other form of recovery against Company, its officers,
                  directors or employees for any covered loss, save and except
                  for losses resulting from the intentional or criminal acts of
                  the Company, its officers, directors or employees. The Bank
                  will provide the Company with thirty (30) days prior written
                  notice of any material modification or termination of the
                  policy. The insurance policy provided by the ATM Cash Insurer
                  must insure both Bank and Company against any loss of ATM Cash
                  that is caused by or results from: (a) any theft, vandalism,
                  burglary or robbery of an ATM machine, except for such thefts
                  or robberies that occur when the armored carrier is present at
                  the ATM; (b) any fire; and (c) any Unexplained Disappearance
                  of ATM Cash. For purposes of this section, "Unexplained
                  Disappearance" shall mean that an identifiable specific amount
                  of cash cannot be properly reconciled between the respective
                  parties accounts, but shall not under any circumstance include
                  any loss of cash resulting from the criminal or negligent
                  conduct of any officer, director, employee or agent of the
                  Bank or the Armored Carrier. With respect to any Unexplained
                  Disappearance , if not covered by insurance, Bank will assume

                  11.2. PROVIDED BY COMPANY. The Bank will require, without
                  limiting Company's liability to Bank or third parties, that
                  Company maintain comprehensive or ("commercial") general
                  liability insurance, including coverage for products,
                  completed operation, and blanket contractual liability for
                  obligations undertaken by Company under this Agreement. Such
                  comprehensive general liability insurance shall provide for
                  minimum combined bodily injury and property damage coverage
                  limits of $1,000,000.00 per occurrence or $2,000,000.00
                  aggregate and name the Bank as additional insured. In
                  addition, the Company will obtain and maintain in force a
                  comprehensive crime policy including employee
                  dishonesty/fidelity coverage for all Company employees,
                  officers and agents, with fidelity coverage limits of not less
                  than $150,000.00 per employee. All policies (providing that
                  such insurance is primary to any liability insurance carried
                  by Bank) must be with insurance carriers that have an A.M.
                  Best rating of A-VII or better or otherwise acceptable to

                  11.3. PROVIDED BY ARMORED CARRIER. Unless Bank and Company
                  agree otherwise, which agreement must be reduced in writing
                  and executed by both parties, every Tri-Party Agreement will
                  require the armored carrier identified therein to procure an
                  insurance policy(ies) with an insurance company (the "AC
                  Insurer") reasonably acceptable to both Bank and Company that
                  insures the ATM Cash against the losses described below. The
                  coverage limits provided under the policy shall be at least
                  equal to the amount of ATM Cash under the armored carrier's
                  control at any time, including all ATMs serviced by that
                  armored carrier. The single occurrence deductible will be no
                  less than $2,500.00, unless approved by



                  both Bank and Company. The policy will include Bank as a loss
                  payee and, if possible, will include Bank as an additional
                  named insured. The policy will provide coverage for the below
                  described events and any concomitant loss of ATM Cash: (i)
                  kidnapping or robbery of the armored carrier's employees; (ii)
                  the negligence, carelessness, willful misconduct and/or
                  dishonesty of the armored carrier's officers, employees and
                  agents; (iii) losses occurring due to damages caused to an ATM
                  by the carelessness, neglect or willful misconduct of armored
                  carrier's employees; (iv) any burglary or robbery of an ATM
                  that occurs while the armored carrier's personal are present
                  at the ATM; and (v) any casualty, regardless of fault or
                  negligence of the armored carrier or its officers and
                  employees, involving any of the Carrier's vehicles or
                  facilities caused by or resulting from any vehicular incident,
                  fire, flood, hurricane, earthquake or other natural calamity.
                  A certificate of the above insurance (the "Certificate") must
                  be provided to both Bank and Company before the armored
                  carrier will have access to any ATM Cash. The Certificate will
                  also provide that any such policy may not be terminated or
                  materially modified without the AC Insurer given thirty (30)
                  days prior written notice to both the Bank and Company.

         12.      RISK OF LOSS. To the extent not covered by one of the
                  insurance policies identified in Section 11, Company assumes
                  all risk of uninsured loss and agrees to reimburse Bank
                  promptly for any theft, damage, loss, destruction, and/or
                  incorrect dispensing of ATM Cash once it leaves Bank (or a
                  third party such as the Federal Reserve) until properly
                  withdrawn by a cardholder or returned to Bank (or a third
                  party upon Bank's instructions, such as the Federal Reserve).
                  Examples of such loss include, but are not limited to: (a) any
                  loss by armored carriers, maintenance personnel or ATM Site
                  owners or operators; (b) any loss or damage to ATM Cash
                  resulting from acts of God, natural disasters, fires, fire
                  suppression systems, war or civil unrest, burglary, or the
                  tortuous or negligent actions or omissions of third parties;
                  (c) any loss of ATM Cash caused by any mechanical malfunction
                  of ATMs; (d) the disbursement or theft of ATM Cash by persons
                  with counterfeit, lost or stolen cards; (e) any failure or
                  inability of Company or any third party processor to process
                  ATM transactions in a timely and correct manner; (f) any
                  failure or refusal of any card issuer to settle for ATM Cash
                  withdrawal transactions; and (g) any failure or inability of
                  any third party (e.g., an automated clearinghouse or network
                  sponsoring Bank) to settle ATM Cash transactions or make
                  payment to Bank for any reason.

                  Anything in the preceding paragraph to the contrary
                  notwithstanding, if the ATM Cash Insurer (i) defaults on its
                  obligation to cover any loss that would come within the scope
                  of the insurance coverage to be placed by Bank pursuant to
                  Section 11.1; or (ii) cancels the Bank's policy and Bank or
                  ATM Cash Insurer fails to give Company thirty (30) days
                  advance notice of such cancellation, except for losses caused
                  by the acts on omissions of Company's officers, employees or
                  agents, Company's obligation to reimburse Bank shall be
                  limited to Two Thousand Five Hundred Dollars ($2,500.00) per
                  occurrence. Furthermore, with respect to any loss that would
                  have been a covered loss, but for deductible or self-insured
                  policy retention under any insurance policy issued pursuant to
                  Section 11.1, Company's sole obligation to Bank shall be
                  limited to $2,500.00.



                  Upon initial discovery, Company shall provide Bank with prompt
                  telephonic notice (followed by prompt written notice)
                  regarding: (a) any loss, damage, theft or destruction of ATM
                  Cash; (b) any anticipated delay in the processing of ATM Cash
                  transactions; and (c) any failure or delay in the settlement
                  of ATM Cash transactions.

         13.      INDEMNIFICATION. Company agrees to indemnify, defend and hold
                  Bank and/or any third party cash provider and their officers,
                  directors, and employees harmless from and against every loss,
                  damage, claim, cost, proceeding or action, including any
                  attorney's fees and costs incurred by Bank and/or any third
                  party cash provider, related directly or indirectly to: (a)
                  any claim by third parties (e.g., cardholders, processors,
                  card issuers, card systems, ATM Site owners and armored
                  carriers) that Company breached any agreement with them; (c)
                  any claims of error by cardholders; (d) any damage or injury
                  to cardholders, maintenance or armored carrier personnel, or
                  ATM Site personnel in connection with an ATM or an ATM
                  transaction (e.g., assault, theft, incorrect dispensing of ATM
                  Cash, or incorrect processing of ATM transactions); (e) the
                  design, accessibility and/or placement of ATMs; or (f)
                  Company's breach of this Agreement.

         14.      REPORTS. Bank will provide Company with the periodic
                  settlement, reconcilement and other reports.

         15.      FEES. Company shall pay Bank fees based on current pricing as
                  shown on EXHIBIT "E." Payment shall be within five (5)
                  business days following receipt of invoice. Fees are subject
                  to change upon written agreement by both parties. With respect
                  to all payments or reimbursements called for under this
                  Agreement, including expenses and costs for which Bank is
                  entitled to reimbursement under Section 13, Bank may, at its
                  option, offset any account standing in the name of the
                  Company, or offset any funds held for the benefit of the
                  Company at Bank.

         16.      TERM AND TERMINATION.

                  16.1. TERM. The term of this Agreement shall be for a period
                  of eighteen (18) calendar months, commencing on the Effective
                  Date (defined below), which will automatically renew for
                  additional one (1) year periods unless either party gives
                  notice to the other party of intent to cancel this Agreement
                  at least ninety (90) days prior to expiration of the term.

                  16.2. TERMINATION BY NOTICE. Following the anniversary date of
                  this Agreement, either party may terminate this Agreement at
                  any time, upon ninety (90) days' prior written notice to the
                  other party.

                  16.3. TERMINATION FOR BREACH. Either party may terminate this
                  Agreement in its entirety or as to any ATM Site(s) effective
                  thirty (30) days after giving notice upon the occurrence of a
                  material breach of the other party's obligations hereunder, so
                  long as the breach is not due to the actions of the
                  terminating party, and provided that the breach is not
                  remedied within twenty (20) days (or such other time which is



                  specified for a particular breach elsewhere in this Agreement)
                  after notice is given. In the event the same breach occurs
                  twice within a three (3) consecutive calendar month period,
                  the breaching party will not be entitled to remedy the breach
                  to avoid termination.

                  16.4. TERMINATION BY BANK WITHOUT NOTICE. Notwithstanding
                  Section 16.3, Bank may terminate this Agreement without
                  advance notice in the event: (a) Company breaches this
                  Agreement by failing to protect Bank's absolute, unconditional
                  ownership in, or access to, ATM Cash; (b) Bank is not
                  permitted to treat ATM Cash as vault cash for reserve
                  purposes; (c) a third party which handles or facilitates ATM
                  Cash transactions (e.g., EDS or any other processor) is in
                  breach of its agreement with Company and the breach may
                  adversely affect Bank's rights in, or access to, ATM Cash or
                  the settlement of ATM Cash transactions; (d) Company fails to
                  maintain the insurance required by this Agreement; (e) normal
                  settlement of ATM Cash transactions is delayed by more than
                  two (2) days for any reason; (f) Company is no longer
                  sponsored or permitted to participate in any national or
                  regional network; or (g) the arrangements involving ATM Cash
                  transactions do not comply with a national or regional
                  network's Operating Rules.

                  16.5. TERMINATION BY BANK WITH NOTICE. The Bank will give
                  ninety (90) days' notice if it determines, in its sole
                  discretion, that it no longer wishes to provide the ATM Cash
                  or the services outlined herein to Company.

                  terminate this Agreement in the event that the Office of the
                  Comptroller of the Currency or other federal, state or local
                  regulatory agency, which has jurisdiction over Bank's
                  operations and activities, requires discontinuance of this
                  Agreement. Bank shall give Company ninety (90) days' prior
                  written notice of termination or, if less, the maximum time
                  permitted by the regulatory agency.

                  16.7. TERMINATION FOR OTHER CONDITIONS. Either party may
                  terminate this Agreement immediately upon giving notice in the
                  event the other party: (a) makes a general assignment for the
                  benefit of creditors, (b) applies for the appointment of a
                  trustee, liquidator or receiver for its business or property,
                  or one is assigned involuntarily, (c) is subject to a
                  proceeding for bankruptcy, receivership, insolvency,
                  dissolution or liquidation, (d) is adjudicated insolvent or
                  bankrupt, or (e) is unable to perform its obligations under
                  this Agreement as a direct result of a force majeure cause for
                  a period of seven (7) or more consecutive days.

                  16.8. TRANSITION. Upon termination, Bank shall have the right
                  to immediately remove all ATM Cash from the ATM Sites. Company
                  shall assist Bank in returning all ATM Cash.

                  16.9. CONTINUING OBLIGATIONS. The termination of this
                  Agreement shall not affect Company's obligations to Bank for
                  actions and omissions occurring prior to the date of
                  termination or for fees, costs or reimbursements incurred
                  prior to such termination. In addition, the terms and
                  conditions set forth in this Agreement, which



                  by their nature would continue beyond termination of this
                  Agreement, shall survive the termination of this Agreement.
                  Without limiting the generality of the foregoing, Company
                  shall continue to indemnify, defend and hold Bank harmless,
                  and to assume responsibility for risk of loss, in connection
                  with ATM Cash and ATM transactions occurring on or prior to
                  the date of termination and until Bank has completed the
                  removal of its ATM Cash from all ATMs. If this Agreement is
                  terminated (or earlier upon Bank's request), Company will
                  cooperate with Bank in arranging for ATM Cash to be promptly
                  returned to Bank.

         17.      DISPUTES; ARBITRATION.

                  17.1. DISPUTE RESOLUTION. In the event a controversy, claim or
                  dispute arising out of or relating to this Agreement or the
                  transactions contemplated hereby ("Dispute") arises between
                  Bank (and/or any third party vault cash provider) and Company
                  relating to this Agreement and the performance or scope of
                  obligations hereunder, either party may request by notice that
                  the dispute be escalated to respective senior management
                  personnel for consideration. Upon request, senior management
                  personnel will conference by telephone or (if convenient) in
                  person within a reasonable period of time not to exceed
                  fifteen (15) days to determine if the Dispute can be resolved.

                  17.2. BINDING ARBITRATION. Any Dispute not resolved pursuant
                  to the provisions of Section 17.l, shall be referred to
                  arbitration for determination. The arbitration shall be
                  conducted in accordance with such rules as may be agreed upon
                  by the parties, or failing agreement within twenty (20) days
                  after arbitration is demanded, in accordance with the
                  Commercial Arbitration Rules of the American Arbitration
                  Association ("AAA"), subject to any modifications contained in
                  this Agreement. The Dispute shall be determined by one (1)
                  arbitrator, except that if the Dispute involves an amount in
                  excess of $1,000,000.00 (exclusive of interest and costs),
                  three (3) arbitrators shall be appointed to decide by majority
                  vote unless the parties agree otherwise. The arbitrator(s)
                  shall be selected from panels maintained by the AAA unless the
                  parties agree otherwise. The determination of the arbitrator
                  shall be binding upon the parties and judgment upon the award
                  rendered may be entered in any court having jurisdiction
                  thereof. The arbitrator(s) shall base the award on the
                  applicable law judicial precedent, which would apply if the
                  Dispute were decided by a United States District Court Judge
                  sitting in California. The award shall be in writing and
                  include the findings of fact and conclusions of law upon which
                  it is based unless the parties agree otherwise.
                  Notwithstanding the foregoing, no party shall be prevented
                  from seeking injunctive relief from a court of competent
                  jurisdiction in order to enforce this Agreement. Depositions
                  may be taken and other discovery may be obtained during such
                  arbitration proceedings to the same extent authorized in civil
                  judicial proceedings. The arbitrator(s) will resolve any
                  discovery disputes. The arbitrator(s) and counsel of record
                  will have the power of subpoena process as provided by law.
                  Arbitration fees payable to the arbitrator in advance of an
                  award shall be paid equally by the parties to the dispute. The
                  arbitrator(s) shall award recovery of all costs and fees
                  (including reasonable attorneys' fees, administrative fees,
                  arbitrator fees, costs and expenses) to the prevailing party.



                  arbitrator(s) may also grant provisional or ancillary remedies
                  including, without limitation, injunctive relief, attachment
                  or the appointment of a receiver, either during the pendency
                  of the arbitration proceeding or as part of the arbitration
                  award. The arbitration shall be governed by the substantive
                  laws of the State of California without regard to conflicts of
                  law rules. The arbitration proceedings shall be conducted in
                  Palm Desert, California, unless the parties agree otherwise.

         18.      ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement between the parties with respect to its subject
                  matter and supersedes all previous agreements between them
                  with respect to its subject matter.

         19.      GOVERNING LAW. This Agreement will be governed by, and
                  construed in accordance with California law.

         20.      SUCCESSORS. This Agreement shall be binding upon the parties
                  and their successors and assigns. Company shall not assign its
                  rights or delegate its obligations under this Agreement to
                  others without Bank's prior written consent, which consent
                  will not be unreasonably withheld. A change-in-control event
                  shall not be deemed to be an assignment requiring notice

         21.      AMENDMENTS. This Agreement may only be amended in writing
                  signed by both parties.

         22.      ATTORNEYS' FEES. In the event either party sues or engages in
                  arbitration to enforce this Agreement; the prevailing party
                  shall be entitled to recover its reasonable costs and
                  attorneys' fees.

         23.      WAIVERS. Bank may waive its rights under this Agreement
                  without losing them. A waiver of any right by Bank shall not
                  be deemed to be a waiver of other rights or of the same right
                  at another time.

         24.      THIRD PARTY BENEFICIARIES. There are no third party
                  beneficiaries to this Agreement, except third party vault cash
                  providers, who it is intended may benefit from the terms and
                  provisions hereof; provided, however, such third party
                  provider shall have no liability to Company whatsoever.

         25.      NOTICES. All notices in connection with this Agreement shall
                  be mailed or delivered to the other party at the address set
                  forth below or at such other address as the party may
                  designate in writing.

                  To Bank: Palm Desert National Bank
                           73-745   El Paseo
                           Palm Desert, California 92260
                           Attention:  Sandra K. Hartfield
                           Email Address:
                           Telephone Number: 760-340-1145
                           Facsimile Number: 760-779-8576



                  To Company: Cardtronics, LP
                              3110 Hayes Road, Suite 300
                              Houston, Texas 77082
                              Attention:  Michael Clinard
                              Telephone Number: 281-596-9988
                              Facsimile Number: 281-596-9984

         26.      INDEPENDENT CONTRACTOR. The relationship of Bank and Company
                  is that of an independent contractor. Nothing in this
                  Agreement shall be construed as constituting a partnership,
                  joint venture or agency between the parties. Neither party
                  shall make any representation or take any action, which is
                  inconsistent with this Section.

                  provide Bank with a completed Client Information Sheet in the
                  form attached hereto as EXHIBIT "F" to this Agreement. Company
                  shall provide Bank, initially, at least annually thereafter,
                  and upon Bank's request, with current audited financial
                  statements prepared by a qualified independent certified
                  public accountant. The financial statements shall contain such
                  information as Bank may reasonably request in order to confirm
                  Company's financial responsibility and its ability to perform
                  in accordance with this Agreement.

         28.      EFFECTIVE DATE. The Effective Date of this Agreement is
                  November 1, 2002.


By: /s/ Ralph H. Clinard                                Date: 11/12/02
    Ralph H. Clinard
Its: President/Chief Executive Officer


By: /s/ Sandra K. Hartfield                             Date: 11/26/02
    Sandra K. Hartfield
Its: President/CEO, Electronic Banking Division



                                   EXHIBIT "A"

ATM Site Locations.

This Agreement applies to all ATM Sites currently in Palm Desert National Bank's
Trakker software system, a listing of which is attached hereto. New ATM Sites
may be added or deleted by submitting New Terminal Set Up Form as directed by
Palm Desert National Bank.



                                    EXHIBIT A


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



                                   EXHIBIT "B"

                            Intentionally left blank



                                   EXHIBIT "C"

         At Company's option, either of the two following procedures may be used
to pay the cost of armored carrier services and maintenance as specified in
Sections 3 and 4 of the ACM Cash Agreement:

1.       Carrier, Company and Bank enter into a tri-party agreement:

         A.       Carrier will bill the Company directly for their service.

         B.       Company will pay Carrier bill directly.

2.       If Carrier and Bank enter into an agreement:

         A.       Carrier and Bank will enter into an agreement with the
                  approval of Company.

         B.       Carrier will forward a copy of each invoice to Bank and
                  original to Company.

         C.       Company will approve and pay invoice.

         D.       Company is responsible for all dispute resolution and will be
                  resolve issues within thirty (30) days. Company will maintain
                  sufficient funds at Bank to settle unresolved disputes.



                                   EXHIBIT "D"


1.       All ATM Cash withdrawn and any convenience fees or surcharges assessed
         at the ATM against the customer (the "ATM Revenue"), will be credited
         directly through processor to account(s) as directed by Palm Desert
         National Bank.

2.       The total ATM Cash dispensed will be deposited back to the Bank.

All Surcharge Income must be settled with Bank.




                                   EXHIBIT "E"

         All other approved fees and expenses shall be billed to Company along
with the monthly Cash Availability Fee. Such fees shall be automatically debited
out of Company's account on the 15th business day of the following month.



         -        Full analysis and approval of two (2) years corporate
                  financial statements and two (2) years tax returns by PDNB. A
                  D&B will be run on the company or corporation, along with a
                  credit report on the principals.

         -        Articles of Incorporation and other pertinent corporate

         -        All funds, including Surcharge Income must settle with PDNB.

         -        The Processor must be approved and instructed by PDNB only to
                  direct account information/transactions for crediting ATM Cash
                  and Surcharge.

         -        Either a copy of Company's ATMs Site agreement(s) to be used
                  with merchants or ATM owners or a letter from the
                  merchant/owner disavowing any ownership, claim or interest in
                  the ATM Cash as discussed in Section 6.

         -        Insurance certificate adding Bank as additional insured as
                  specified in Section 11.


         -        New ATM - $  *  Fee per ATM; Conversion ATM(s) - $  *  per ATM


         Cost of ATM Cash is calculated by multiplying the daily outstanding EFT
cash balance in the ATM by the applicable cost of cash rate, multiplying by one
and then dividing by 360. (Example: $10,000.00 x 10.50% x 1/360). The total
daily calculations are added together for the number of days in the month to
arrive at the total monthly cost of ATM Cash.

         Prime rate will be the prime rate in effect the first day of each

         LEVEL 1 -  *

         LEVEL 2 -  *

         LEVEL 3 -  *

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



         -        Insurance: PDNB maintains insurance on outstanding cash in
                  each ATM. The cost is calculated on the monthly average
                  outstanding balance as described below:, with a per occurrence
                  deductible of $  *  :

---------------------------     ------------     -----------
$1.00  -- 9,999.00                    *                *
$10,000.00 -- $19,999.00              *                *
$20,000.00 -- $29,999.00              *                *
$30,000.00 -- $39,999.00              *                *
$40,000.00 -- $49,999.00              *                *
$50,000.00 -- $59,999.00              *                *
$60,000.00 -- $69,999.00              *                *
$70,000.00 -- $79,999.00              *                *
$80,000.00 -- $89,999.00              *                *
$90,000.00 -- $99,999.00              *                *
$100,000.00 and up                    *                *


         -        Cash Delivery Fee - $  *  per Cash Delivery/Visit for PDNB
                  Cash Balancing Operations.

         -        Cash Management Fee - $  *  per terminal per month as
                  requested by customer.





[ ]      Customer will research claims and process adjustments. Customer will
         forward outcome to PDNB. Armored carrier will send journal records
         directly to customer. Customer will pay processor and network fees only
         - no fee to be charged to customer by Bank for this method of claims


[ ]      $  *  fee per claim - Customer will research claims and forward any
         required information to Bank for processing of adjustment. Armored
         carrier will send journal records directly to Customer. Customer will
         pay processor and network fees.

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



[ ]      $  *  fee per claim - Bank will research claim and forward necessary
         information to customer for processing. Armored carrier will send
         journal records to Bank. Customer will pay processor and network fees.


[ ]      $  *  fee per claim - Bank will research claims and process
         adjustments on behalf of customer. Armored carrier will send journal
         records to Bank. Bank will forward outcome to customer. Customer will
         pay processor and network fees.


[ ]      $  *  - Customer will research own processor claim and submit
         adjustments to their processor for their own claims. PDNB will provide
         transaction credit report, copy of journal records (MAILED AT
         CUSTOMER'S EXPENSE) and notification letter to customer.


[ ]      $  *  fee per claim - Customer will research their own claims to
         process adjustments. PDNB will provide transaction credit report, and
         notification letter to customer.


[ ]      $  *  fee per claim - Bank will research processor claims and customer
         will submit adjustments to their processor. PDNB will provide
         transaction credit report, copy of journal records (mailed at
         customer's expense) and letter to customer.


[ ]      $  *  fee per claim - Bank will research processor claims and
                  submit adjustments to the processor.

         NOTE: If PDNB does not receive journal records from armored carrier,
         PDNB will send claim letter and transaction credit reports to customer
         and bill the customer for the shortage.

         -        All other fees as agreed to in advance that are the result of
                  this service.

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



                                   EXHIBIT "F"

Client Information Sheet

                              Intentionally omitted