EX-10.1






THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into March 6, 2007 to be effective
as of March 6, 2007, by and between Michael D. Rumbolz (the “Executive”), an individual, and Cash
Systems, Inc. (the “Company”), a Delaware corporation.



RECITALS




A. The Company desires to employ the Executive as the Company’s Chief Executive Officer and
President.



B. The Executive desires to be employed by the Company upon the terms and conditions set forth
in this Agreement.



AGREEMENTS




NOW THEREFORE, in consideration of the foregoing Recitals, and for other good, fair and
valuable consideration, receipt and sufficiency of which are acknowledged, the Company and the
Executive agree:



ARTICLE I

EMPLOYMENT AND DUTIES




1.1 EMPLOYMENT AND DUTIES. The Company hereby employs the Executive as the Chief Executive
Officer and President of the Company (the “Position”) and the Executive hereby accepts such
employment. The Executive shall perform service in the Position with all of the rights, duties,
powers and fiduciary obligations implied by the titles of the Position. Executive will also have
and perform such other powers, responsibilities and duties as are commensurate with the Position
and as may be assigned to the Executive by the Board of Directors of the Company (the “Board”) from
time to time. The Executive shall devote his full, exclusive, complete and undivided time and
attention and best efforts to performance of the duties of the Position. The Executive, at all
times during employment with the Company, shall comply with the Company’s rules, regulations,
policies and directives as the same may be in effect from time to time.



The Company shall use its best efforts to cause the Executive to be elected to the Board and
as Chair of the Board and to serve in those positions during the Term (defined below). If elected
as a member of the Board, Executive shall serve as a director without additional compensation.



1.2 PERFORMANCE LOCATION. The Executive shall perform the duties of the Position at the
Company’s offices in Las Vegas, Nevada. The Company shall not, without the Executive’s prior
written agreement, change the location at which the duties of the Position are performed.



1.3 TERM OF EMPLOYMENT. Subject to the provisions for termination set forth in Article III,
the term of this Agreement and performance of the Executive’s services in the Position shall
commence upon the date stated on the first page of this Agreement and shall continue for a period
of two (2) years thereafter (the “Initial Term”). Upon the expiration of the Initial Term and each
anniversary thereafter, the Executive and the Company may agree in writing to renew this Agreement
for an additional year (each, a “Renewal Term” and, all Renewal Terms together with the Initial
Term, the “Term”).



ARTICLE II

COMPENSATION AND FRINGE BENEFITS




2.1 COMPENSATION AND FRINGE BENEFITS. For all the services rendered by the Executive to the
Company in the Position, the Executive shall be compensated by the Company in accordance with this
Article II. Such compensation and benefits shall be paid in accordance with the Company’s customary
payroll practices, and shall be subject to withholdings required by federal, state and local laws
and otherwise with the consent of the Executive.



2.2 BASE COMPENSATION. The Company shall pay the Executive a base salary (the “Base
Compensation”) at the rate of Three Hundred Fifty Thousand Dollars ($350,000) per year of the Term.



2.3 BONUS COMPENSATION. During the Term, the Executive shall be entitled to receive such bonus
compensation ("Bonus Compensation”) as a part of the executive bonus program as such
program may be adopted and amended from time to time by the Board of Directors in its discretion.
Bonus Compensation with respect to any calendar year during the Term shall be payable on or before
March 15th of the immediately following calendar year.



2.4 RESTRICTED STOCK. On the effective date of this Agreement the Board will grant or cause
the Executive to be granted 65,000 shares of restricted stock pursuant to the Company’s 2005 Equity
Incentive Plan (the “ Plan “). The restricted stock shall vest as follows:



a) On the first anniversary of the date of grant 16,250 shares; and



b) On the second anniversary of the date of grant 16,250 shares; and



c) On the third anniversary of the date of grant 16,250 shares; and



d) On the fourth anniversary of the date of grant 16,250 shares.



Executive and the Company will enter into an appropriate Restricted Stock agreement in
accordance with the Plan to further document the provisions of this section and to comply
with the Plan.



2.5 OTHER BENEFITS. During the Term, the Executive shall be entitled to participate in and to
be covered by any accident insurance, life insurance, long-term disability insurance, short-term
disability insurance, hospitalization or other employee benefit plan effective with respect to
corporate officers of the Company generally, subject to the eligibility and qualification
requirements of such plans as they generally apply to executive officers. During the Term, the
Company shall reimburse Executive up to $750 per month toward the Executive’s lease of an
automobile.



2.6 REIMBURSEMENT OF AUTHORIZED EXPENSES. During the Term, the Company will reimburse the
Executive for all ordinary and necessary business expenses incurred by the Executive in connection
with the business of the Company. Payment or reimbursement to the Executive will be made upon
submission by the Executive of vouchers, receipts or other evidence of such expenses in a form
reasonably satisfactory to the Company and in compliance with applicable requirements of the taxing
authorities.



2.7 FREQUENT FLYER MILES. Notwithstanding any existing Company policy to the contrary, the
Company shall allow the Executive to retain the Frequent Flyer Miles acquired as a result of travel
on behalf of the Company.



2.8 VACATIONS. In each year of the Term, the Executive will be entitled to such vacations as
the Board and Executive may determine from time to time, but in no event will Executive be entitled
to less than two (2) weeks paid vacation.



ARTICLE III

TERMINATION OF AGREEMENT




3.1 DEATH OF EXECUTIVE. This Agreement shall automatically terminate if the Executive dies
during the Term.



3.2 PERMANENT DISABILITY. The Company may terminate this Agreement as a result of the
Executive’s “Permanent Disability,” which for purposes of this Agreement shall mean the inability
of the Executive, due to illness, accident or any other physical or mental incapacity, to discharge
or perform the Executive’s normal and customary day-to-day business and employment obligations and
functions on behalf of the Company for at least One Hundred (100) business days (calendar days
minus Saturdays, Sundays and national holidays), in the aggregate, within any given period of One
Hundred Twenty-Five (125) consecutive business days.



3.3 TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this Agreement for Cause
by written notice to the Executive, stating the grounds therefore and the effective date of such
termination. In the event the Company duly terminates this Agreement for Cause, the Executive shall
be deemed to have forfeited any and all rights to receive Base Compensation or Bonus Compensation,
in any form and at any time from and after the date of such termination. The term “Cause” as used
in this Agreement shall mean:




	 	a)	 	The Executive’s demonstrable and repeated failure to perform
the duties of the Position after prior written notice of such failure(s) and a
reasonable opportunity to cure the same.






	 	b)	 	The Executive’s breach of a material provision of this
Agreement, not encompassed by the preceding Section, after prior written notice
of such breach and a reasonable opportunity to cure the same.






	 	c)	 	The conviction of the Executive for a felony or other crime of
moral turpitude by a court of competent jurisdiction.






	 	d)	 	The written confession by the Executive to the commission of a
felony or other crime of moral turpitude.






	 	e)	 	Embezzlement or misappropriation of funds of the Company or any
of its affiliates by the Executive.






	 	f)	 	Demonstrable, material dishonesty in connection with the
Executive’s performance of services to the Company.





The items of “Cause” defined in Sections c. through f. shall be deemed not curable.



3.4 RESIGNATION BY THE EXECUTIVE. The Executive may terminate this Agreement upon not less
than ninety (90) days prior written notice of resignation to the Company (the “Executive Required
Termination Notice Period”).



ARTICLE IV

PAYMENTS IN THE EVENT OF EARLY TERMINATION OF TERM




4.1 DEATH OR PERMANENT DISABILITY OF THE EXECUTIVE. In the event this Agreement is terminated
as a result of the Executive’s death or Permanent Disability, as described in Sections 3.1 and 3.2,
Executive will not be entitled to any Base Compensation or Bonus Compensation or benefits following
the date of the Executive’s death or of Executive’s Permanent Disability. Restricted Stock shares
granted will have their vesting governed by the terms set forth in the Restricted Stock Agreement
and the Plan.



4.2 TERMINATION FOR CAUSE. If this Agreement is terminated by the Company for Cause under
Section 3.3, the Company will pay the Executive the Base Compensation and benefits only through the
effective date of termination, and the Executive will not be entitled to any other compensation or
benefits, except as expressly required by applicable law. In addition, Executive’s rights with
respect to any Stock Options or Restricted Stock held by Executive on the date of such termination
for Cause shall be determined by the Cash Systems, Inc. 2005 Equity Incentive Plan (the “Plan”).



4.3 TERMINATION WITHOUT CAUSE. If the Company terminates the Initial Term or any Renewal Term
for no reason or a reason which is not defined as Cause in Section 3.3, the Company shall pay the
Executive the Base Compensation, Bonus Compensation and benefits through the end of the Initial
Term or any Renewal Term. Restricted Stock shares granted will have their vesting governed by the
terms set forth in the Restricted Stock Agreement and the Plan.



4.4 RESIGNATION BY THE EXECUTIVE. If the Executive terminates the Term by resigning, the
Company shall pay the Executive the Base Compensation and benefits until the end of the Executive
Required Termination Notice Period. Any Stock Options or Restricted Stock shares which have not
vested will be forfeited at the time of resignation. Stock Options which are vested will remain
exercisable in accordance with the terms and conditions set forth in the Plan. Restricted Stock
shares which are vested at the time of Resignation will be retained by Executive subject to the
Plan. The Executive will not be entitled to any other compensation or benefits following the end of
the Executive Required Termination Notice Period, except as expressly required by applicable law.
The Company reserves the right to relieve the Executive of the obligation to perform the duties of
the Position immediately upon delivery of the Executive’s notice of resignation or at any other
time during the Executive Required Termination Notice Period.



ARTICLE V

NON-DISCLOSURE AND NON-COMPETITION OBLIGATIONS OF THE EXECUTIVE




5.1 DEFINITIONS.




	 	a)	 	“Confidential Information” shall mean any information,
compilation of information, knowledge and know-how that the Executive receives
from the Company or any of its affiliates, becomes aware of, learns of or
develops during the course of his employment which is not generally known or
readily ascertainable by proper means by persons who are not employees of the
Company. It includes, but is not limited to, information relating to any of the
trade secrets, technological information, products, design or research,
information relating to any of the business affairs of the Company or any of
its affiliates, pricing information, marketing information, selling
information, leasing information, servicing and financing information,
compensation information, forecasts, expansion, customer and client
information, customer lists, manuals, training material, correspondence,
research and development, engineering and other manufacturing processes, and
any other material relating to the business of the Company or any of its
affiliates.






	 	b)	 	“Innovations” shall mean any invention, improvement, discovery
or idea and, whether or not shown or described in writing or reduced to
practice, and works of authorship, whether or not patentable or copyrightable,
which (i) relate directly to the business of the Company or any of its
affiliates, (ii) relate to the actual or demonstrably anticipated research and
development of the Company or any of its affiliates, (iii) result from any work
performed by the Company’s employees, agents, independent contractors,
shareholders or officers of the Company or any of its affiliates, or (iv) are
developed or conceived through the use of Confidential Information or
equipment, supplies or facilities of the Company or any of its affiliates.






	 	c)	 	“Company Product” shall mean any product, product line or
service, including any component thereof or research to develop information
useful in connection with a product or service, that is or is being designed,
developed, manufactured, marketed or sold by the Company or any of its
affiliates or with respect to which the Company or any of its affiliates has
acquired Confidential Information which it intends to use in the design,
development, manufacture, marketing or sale of a product or service.






	 	d)	 	“Competitive Product” shall mean any product, product line or
service, including any component thereof or research to develop information
useful in connection with a product or service, that is being designed,
developed, manufactured or sold by any person other than the Company or any of
its affiliates and is of the same general type, performs similar functions, or
is used for the same purpose as a Company Product.





5.2 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. There may be made available to the Executive
Confidential Information. The Executive hereby acknowledges that the Confidential Information, as
it may exist from time to time, is a valuable, special and unique asset of the business of the
Company. The Executive shall not, during or after the Term, make any use of any Confidential
Information, or disclose any Confidential Information to any person, firm, corporation, associate,
person or entity for any reason or purpose whatsoever, other than in connection with the normal
performance of the Executive’s duties. The obligations of this Section shall not apply (i) to any
information that has been disclosed in publicly available sources of information; (ii) to any
information, through no fault of the Executive, hereafter disclosed by the Company in publicly
available sources of information; or (iii) to any information generally related to and determinable
in the technical fields of interest to the Company, but not specifically derived from the Company’s
research and development activities or results of such activities.



5.3 AGREEMENT NOT TO USE CONFIDENTIAL INFORMATION OF OTHERS. The Executive agrees that he will
not, during or after the Term, wrongfully utilize any proprietary material of any other party in
the Executive’s work for the Company, will not knowingly infringe on the patent, copyright or
trademark of any other party in the Executive’s work for the Company, and is not bound or
restricted in the Executive’s work for the Company as a result of any non-competition,
confidentiality, non-disclosure or other agreement or agreements to which the Executive is bound.



5.4 ASSIGNMENT OF INNOVATIONS. The Executive hereby assigns to the Company all of the
Executive’s rights, title and interests in and to the Innovations made, authored or conceived by
the Executive either individually or jointly with others, during the Term. The Executive shall
promptly and fully disclose and describe Innovations to the Company, and shall acknowledge and
deliver to the Company such written instruments and do such other acts as may be necessary in the
opinion of the Company to preserve the Company’s property rights to the Innovations against
forfeiture, abandonment or loss, and to obtain and maintain letters, patents and copyrights to the
Innovations, if applicable, and to vest the entire right, title and interest thereto in the
Company.



The obligations of Section 5.4 shall continue beyond the Term with respect to Innovations
generated, conceived of or reduced to practice by the Executive during the Term, and shall be
binding upon the Executive’s assigns, executors, administrators and other legal representatives.



5.5 DOCUMENTS AND TANGIBLE ITEMS. All documents and tangible items, including, but not limited
to, manuals, written descriptions and other documentary evidence or manifestations of Confidential
Information and Innovations, provided to the Executive by the Company or any of its affiliates, or
created by the Executive for use in connection with his employment with the Company are the
property of the Company. Upon expiration of or the termination of the Term, the Executive shall
promptly return all such documents and tangible items together with all copies, recordings,
abstracts, notes, computer diskettes, computer or computer assisted data storage or reproductions
of any kind made from or about the documents and tangible items or the information they contain.



5.6 TRADE SECRETS ACT. The Executive acknowledges that he has been given a copy of and has
reviewed Chapter 600A of the Nevada Revised Statues, the Nevada Uniform Trade Secrets Act (the
"ACT"), and acknowledges that violation of the Act or of the Executive’s
agreements, covenants and representations contained in this Agreement may give rise to a cause
of action in favor of the Company against the Executive for general and special damages,
exemplary damages, injunctive relief and attorney’s fees.



5.7 OTHER BUSINESS ACTIVITIES. During the Term, the Executive will not, without the express
prior written permission of the Company, engage in any substantial private business activities,
whether or not the same are entered into for profit, outside or separate from the Executive’s
employment with the Company that would in any way interfere with the fulfillment of his obligations
hereunder; provided, nothing hereunder shall prohibit Executive from engaging in the following
activities in the same manner as currently engaged in by Executive provided that such activities do
not result in a conflict of interest with the Company and/or restrict the ability of the Executive
to perform his duties for the Company: i) provision of consulting services for Acme Gaming, LLC;
and (ii) serving on the Board of Directors of EIG Group.



5.8 COVENANT NOT TO COMPETE. During the Term, and for a period of twelve (12) months after the
expiration of the Term or the earlier termination of the Initial Term or any Renewal Term other
than terminations that are not for Cause as defined in Section 3.3, the Executive shall not,
directly or indirectly, engage or participate in or assist, as owner, part owner, partner, manager,
director, officer, trustee, employee, agent, consultant or in any other capacity, any person,
business or other organization designing, developing, manufacturing, licensing, providing, selling
or marketing any product, process, system or service, then in existence or under development and
which is the same or similar to, competes with, or has a usage allied to, a product, process,
system or service offered by the Company or any of its affiliates. The foregoing restriction shall
apply only where any part of such activities takes place at, or is managed, supported, or
administered from a place of business located within a market in which the Company maintains an
office or actively promotes and markets its products, processes, systems or services, directly or
indirectly, including, without limitation, the United States, Canada and Mexico. The Executive
expressly agrees that the time period and the described scope of this Section are the reasonable
and necessary time and scope needed to protect the legitimate business interests of the Company.



5.9 COVENANT NOT TO RECRUIT. During the Term, and for a period of twelve (12) months after the
expiration of the Term or the earlier termination of the Initial Term or any Renewal Term other
than terminations that are not for Cause as defined in Section 3.3, the Executive shall not,
directly or indirectly, hire, attempt to hire, solicit, recruit, employ or retain the services of
any individual, in any capacity, whether as an employee, independent contractor, consultant, agent
or otherwise, of the Company or any customers or prospective customer of the Company, affiliates of
the Company, or any individual providing services to the Company, whether as an employee,
independent contractor, consultant or agent, as of the date hereof or at any time hereafter,
without prior written approval of the Company.



5.10 REMEDIES. The Executive agrees that all of the provisions contained in Article V are
necessary to protect the legitimate business interests of the Company, and to prevent the
unauthorized dissemination and use of Confidential Information and Innovations to and by
competitors of the Company. The Executive also agrees that the Company will be irreparably harmed,
and that damages alone cannot adequately compensate the Company if there is a violation or breach
by the Executive of Article V, and that injunctive relief is essential for the protection of the
Company. The Executive therefore agrees that the Company shall have the right, in addition to any
other rights and remedies existing in its favor, to enforce its rights and the obligations under
Article V not only by an action or actions for damages, but also by an action or actions for
specific performance, injunction and/or other equitable relief without posting any bond or security
to enforce or prevent any violations, whether anticipatory, continuing or future, of the provisions
of this Article, including, without limitation, the extension of the periods hereunder by a period
equal to (i) the length of the violation of Sections 5.7, 5.8, and/or 5.9 plus (ii) the length of
any court proceedings necessary to stop such violation.



5.11 PUBLIC POLICY. It is the desire and intent of the Company and the Executive that the
provisions contained in Article V be enforced to the fullest extent permissible under the laws and
public policy applied in each jurisdiction in which enforcement is sought. Accordingly, if, at the
time of enforcement of Article V, a court shall hold that the duration, scope or area restrictions
stated in this Agreement are unreasonable under circumstances then existing, the parties agree that
the maximum duration, scope or area reasonable under such circumstances shall be substituted for
the stated duration, scope or area.



5.12 INDEPENDENT COVENANTS; SURVIVAL OF COVENANTS. The covenants on the part of the Executive
contained in Article V shall be construed as an agreement independent of any other provisions of
this Agreement, and it is agreed that relief for any claim or cause of action of the Executive
against the Company, whether predicated on this Agreement or otherwise, shall be measured in
damages, and shall not constitute a defense to enforcement by the Company of those covenants. The
provisions contained in Article V, together with the other covenants, agreements, and obligations
of the Executive set forth elsewhere in this Agreement, shall, in all events, survive the
expiration of the Term or the earlier termination of the Term.



ARTICLE VI

EXECUTIVE’S REPRESENTATIONS




6. EXECUTIVE’S REPRESENTATIONS. As a material inducement to the Company to enter into this
Agreement, the Executive represents and warrants to the Company as follows:




	 	a)	 	The information the Executive provided to the Company in
connection with this Agreement is true, complete and accurate in all respects
and does not contain any untrue statements of a material fact or omit to state
a material fact necessary in order to make the statements contained therein or
in this Agreement not misleading.






	 	b)	 	The execution, delivery and performance by the Executive of
this Agreement will not violate any provision of any indenture, agreement or
other instrument to which the Executive is a party or is bound, or be in
conflict with, result in a breach of or constitute a default under any such
indenture, agreement or other instrument.





ARTICLE VII

MISCELLANEOUS




7.1 NOTICES. All notices given hereunder shall be in writing, and shall be personally served
or sent by registered or certified mail, return receipt requested. Notices to the Company shall be
given to the Company at its corporate headquarters, which as of the date of this Agreement is 7350
Dean Martin Drive, Suite 309, Las Vegas, Nevada 89139, attention Chair, Compensation Committee.
Notices to the Executive shall be addressed to the Executive at the Executive’s residence address
as the same appears on the records of the Company. Notices to the Company or the Executive shall be
sent to such other addresses as the Company or the Executive shall specify in writing to the other.



7.2 ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties concerning
the subject matter hereof, and supersedes and replaces any existing agreement between the parties
hereto relating to the Executive’s employment, and the Company and the Executive hereby acknowledge
that there are no other agreements or understandings of any nature, oral or written, regarding the
Executive’s employment, apart from this Agreement.



7.3 INDEMNIFICATION. Company shall, to the fullest extent permitted by law, indemnify, hold
harmless, and defend Executive from and against all actions, suits, claims and losses incurred by
Executive, his heirs, administrators and/or executors in connection with his employment by Company.
The indemnification provided by this Section 7.3 shall be from and against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by Executive or on Executive’s behalf in connection with such actions, suits or claims and any
appeal therefrom, but shall only be provided if Executive acted in good faith and in a manner
Executive reasonably believed to be in or not opposed to the best interests of Company, and, with
respect to any criminal action, suit or proceeding, had no reasonable cause to believe Executive’s
conduct was unlawful. Executive shall immediately notify the Board of Directors, Chief Executive
Officer and legal counsel of Company orally and in writing upon learning of any actual or
threatened dispute or legal process and shall cooperate fully in any defense or action.



7.4 MODIFICATION OF AGREEMENT. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in writing signed by the
Executive and the Company.



7.5 WAIVER. No waiver by either party at any time of any breach of or noncompliance with any
condition or provision of this Agreement to be performed by the other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent
time. No failure on the part of the Company to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right
hereunder by the Company preclude any other or further exercise thereof or the exercise of any
other right.



7.6 SEVERABILITY. If any part, term or provision of this Agreement is held unenforceable in
the jurisdiction in which either party seeks enforcement of the Agreement, this Agreement shall be
construed as if not containing the invalid provision or provisions. Invalidity or unenforceability
of any portion or provision of this Agreement shall not affect the validity or enforceability of
the remaining provisions of this Agreement, which shall remain in full force and effect, and shall
govern the rights and obligations of the parties.



7.7 RIGHT TO CONSULT COUNSEL. The Executive acknowledges that he has had an opportunity to
consult with independent legal counsel of the Executive’s choosing with regard to the terms of this
Agreement, or has been advised by the Company of his right to seek such consultation, and that the
Executive has entered into this Agreement pursuant to such independent legal consultation or
notwithstanding his decision not to seek such consultation, as the case may be.



7.8 GOVERNING LAW. This Agreement will be performed by the Executive in the State of Nevada
and shall be governed by and construed and interpreted in accordance with the laws of the United
States of America and the State of Nevada, without regard to principles of conflict of laws. All
judicial actions, suits or proceedings brought by or against the Company, the Executive, or their
respective permitted successors and assigns, with respect to their rights, obligations, liabilities
or any other matter under or arising out of or in connection with this Agreement or for recognition
or enforcement of any judgment rendered in any such proceedings shall be brought in any state or
federal court in the State of Nevada. By execution and delivery of this Agreement, the Company and
the Executive, on behalf of themselves and their permitted successors and assigns, accept,
generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and
irrevocably agree to be bound by any final judgment rendered thereby in connection with this
Agreement from which no appeal has been taken or is available. The Company and the Executive, on
behalf of themselves and their permitted successors and assigns, each hereby irrevocably waive any
objections, including without limitation any objection to the laying of venue or based on the
grounds that the forum is not convenient (known as the doctrine of “forum non conveniens”), which
they may now or hereafter have to the bringing of any such action or proceeding in any such
jurisdiction. The Company and the Executive, on behalf of themselves and their permitted successors
and assigns, acknowledge that final judgment against it in any action, suit or proceeding referred
to in this Section shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence of the same. The
Company and the Executive, on behalf of themselves and their permitted successors and assigns,
waive their right to trial by jury in any action, suit or proceeding brought with respect to this
Agreement.



7.9 ATTORNEY’S FEES, PREVAILING PARTY. Should any action, proceeding or litigation be
commenced between the parties hereto on any matters whatsoever arising out of, or in any way
connected with, this Agreement, the party hereto prevailing in such litigation shall be entitled,
in addition to such other relief as may be granted, to a reasonable sum as and for its attorney’s
fees and costs incurred in such litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.



7.10 PERSONAL AGREEMENTS. This Agreement is personal in nature, and cannot be assigned by the
Executive. The terms, conditions and covenants in this Agreement shall be binding upon the heirs
and personal representatives of the Executive, and the successors or assigns of the Company.



7.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
agreement.



7.12 HEADINGS; RECITALS; ARTICLES AND SECTIONS. The headings in this Agreement are inserted
for convenience or reference only, and are not a part of this Agreement. The preliminary Recitals
set forth above on the initial page of this Agreement, and this Agreement shall be construed in
light thereof. References to “Article”, “Articles”, “Section” or “Sections” shall mean and refer
to the Articles or Sections of this Agreement unless the context expressly states otherwise.



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




Cash Systems, Inc.




By:     




Patricia Becker, Chair, Compensation Committee




     




Michael Rumbolz