<PAGE>

                                                                    EXHIBIT 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into November 29,
2004 to be effective as of January 1, 2005, by and between David Clifford (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
Financial Officer.

      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 Financial Officer 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 Chief Executive Officer and/or 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.

      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.



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<PAGE>

      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 "TERM"). Upon the expiration of the Term or any renewal term,
the Executive and the Company may agree in writing to renew the Term for
subsequent renewal terms of one (1) year each.

                                   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 One Hundred Fifty Thousand Dollars
($150,000) per year of the Term.

      2.3 BONUS COMPENSATION. During the Term and any renewal term, the
Executive shall be entitled to receive such bonus compensation ("Bonus
Compensation") upon the Executive's attainment of such performance criteria as
the Compensation Committee of the Board may determine from time to time in its
discretion, provided, however, that the Executive's Bonus Compensation with
respect to each calendar year of the Term shall be no less than Fifty Thousand
Dollars ($50,000). Bonus Compensation with respect to a calendar year during the
Term shall be payable on February 15 of the immediately following calendar year.

      2.4 STOCK OPTIONS. On November 29, 2004, the Board will grant or cause the
Executive to be granted options to purchase One Hundred Fifty Thousand (150,000)
shares of the Company's common stock at the "fair market value" of such stock on
the date of such grant (the "Stock Options") all pursuant to the Company's 2001
Stock Option Plan (the "Option Plan"). The Stock Options to be granted pursuant
to this Section and the Option Plan will expire ten (10) years from the date of
grant and, subject to Article IV, will be exercisable according to the following
schedule:


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<PAGE>

      a. Immediately upon the grant of such Stock Options Twenty-Five Thousand
      (25,000) shares;

      b. On and after the first anniversary of the date of grant Fifty Thousand
      (50,000) shares; and

      c. On and after the second anniversary of the date of grant Seventy-Five
      Thousand (75,000) shares.

Executive and the Company will enter into an appropriate stock option agreement
in accordance with the Option Plan to further document the provisions of this
Section and to comply with the Option Plan.

      2.5 OTHER BENEFITS. During the Term and any renewal 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. Without limiting the generality of the foregoing, if the Company
adopts a restricted share incentive plan, the Executive shall be entitled to
participate in such plan as determined by the Compensation Committee of the
Board, subject to applicable law and regulations. During the Term and any
renewal term, the Company shall reimburse Executive up to $500 per month toward
the Executive's lease of an automobile.

      2.6 REIMBURSEMENT OF AUTHORIZED EXPENSES. During the Term and any renewal
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. During the Term and any renewal 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.


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                                   ARTICLE III
                            TERMINATION OF AGREEMENT

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

      3.2 PERMANENT DISABILITY. The Company may terminate the Term 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 the
Term for Cause by written notice to the Executive, stating the grounds therefor
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.


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<PAGE>

      3.4 RESIGNATION BY THE EXECUTIVE. The Executive may terminate the Term
upon not less than sixty (60) 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 the Term
terminates 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 the one hundredth day of the Executive's Permanent
Disability.

      4.2 TERMINATION FOR CAUSE. If the Term is duly terminated by the Company
for Cause, the Company will pay the Executive the Base Compensation and benefits
only through the effective date of termination, and the Executive will:

      a. not be entitled to any other compensation or benefits, except as
expressly required by applicable law;

      b. will forfeit any and all benefits arising or accruing after the
effective date of the termination;

      c. Stock Options which were not exercisable at the time of termination
shall not thereafter be exercisable; and,

      d. Stock Options which were exercisable at the time of termination shall
be exercisable only for the period permitted by the Option Plan.

      4.3 TERMINATION WITHOUT CAUSE. If the Company terminates the Term for no
reason or a reason which is not defined as Cause in Section 4.2, the Company
shall pay the Executive the Base Compensation, Bonus Compensation and benefits
through the end of the Term. Stock Options which were not exercisable at the
time of termination shall immediately become exercisable and shall continue to
be exercisable for the period permitted by the Option Plan. A "Change in
Control" (defined in the Option Plan) which is not approved by the Board or the
Company's discontinuation of business or bankruptcy shall constitute termination
without cause within the meaning of this Section.

      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. The
Executive will not be entitled to any other compensation or benefits following
the end of the Executive Required


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<PAGE>

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.


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<PAGE>

      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 and any renewal 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 and any renewal 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 and any renewal 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 and any
renewal term with respect to Innovations generated, conceived of or reduced to
practice by the Executive during the Term and any renewal term, and shall be
binding upon the Executive's assigns, executors, administrators and other legal
representatives.


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<PAGE>

      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 Statutes, 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 and any renewal 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
providing consulting services to GE Capital in the same manner as currently
provided by Executive, provided that such activities due 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.

      5.8 COVENANT NOT TO COMPETE. During the Term and any renewal term, and for
a period of twelve (12) months after the expiration of the Term and any renewal
term or the earlier termination of the Term or renewal term other than
terminations that are not for Cause as defined in Section 4.2, 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,


                                      -8-
<PAGE>

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 any renewal term, and for
a period of twelve (12) months after the expiration of the Term and any renewal
term or the earlier termination of the Term or any renewal term other than
terminations that are not for Cause as defined in Section 4.2, 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


                                      -9-
<PAGE>

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 and any
renewal 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 289A Pilot Road, Las
Vegas, Nevada 89123, attention CEO. 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


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<PAGE>

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 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.

      7.4 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.

      7.5 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.

      7.6 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.

      7.7 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


                                      -11-
<PAGE>

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.

      7.8 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.

      7.9 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.

      7.10 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.

      7.11 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.


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<PAGE>

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

                                              Cash Systems, Inc.

                                              By /s/ Christopher Larson
                                                 ------------------------
                                                 Christopher Larson
                                                 Chief Financial Officer

                                                 /s/ David Clifford
                                                 ------------------------
                                                 David Clifford


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