CASH
PROVISIONING AGREEMENT

     

    This
CASH PROVISIONING
AGREEMENT (“Agreement”) is entered into and is effective this June 1,
2009 by and among U.S. Bank
National Association, doing business as Elan Financial Services (“Elan”),
with offices located at 1255 Corporate Drive, Irving, TX 75038, Nationwide Money Services with
its principal office located at 7800 Belfort Parkway, Suite 165, Jacksonville,
FL 32256 (“ATM Owner”), Nationwide Money Services with
its principal office located at 7800 Belfort Parkway, Suite 165, Jacksonville,
FL 32256 (“ATM Manager”), and Pendum, LLC, with its
principal office located at 4610 S. Ulster, Suite 300 Denver, CO 80237
(“Carrier”), each referred to herein as a “Party” and collectively referred to
herein as “Parties.”

    


    PURPOSE

    


    This
Agreement is for the purpose of enabling Elan to provide Currency (as
hereinafter defined), through the services of Carrier, to the ATM Manager for
use in the operation of the ATMs (as hereinafter defined) belonging to the ATM
Owner, without transferring ownership of the Currency from Elan, and to provide
rights and responsibilities for all Parties having access to the ATMs, including
without limitation, the entity providing maintenance services for the ATMs, as
such access relates to the Currency provided by and belonging to
Elan.

    


    RECITALS

    


    WHEREAS, ATM Owner owns and/or
manages for others a number of automated teller machines (individually and
collectively the “ATMs”) located in various sites throughout the United States,
which sites are accessible to customers of Elan and other financial institutions
for the provision of certain banking services on a daily basis; and

    


    WHEREAS, ATM Manager is
responsible for the proper operation of the ATMs; and

    


    WHEREAS, ATM Manager has a
need for supplies of Currency with which to operate the ATMs; and

    


    WHEREAS, Elan provides various
services to ATM operators and independent sales organizations incidental to the
ownership and operation of ATMs; and

    


    WHEREAS, Elan will, through
the use of Carrier and under certain conditions, supply Currency to ATM Manager
for use in the ATMs; and

    


    WHEREAS, the Currency supplied
by Elan shall be in a bailment relationship between Elan and ATM Manager,
intended to allow ATM Manager the use of the money for proper operation of the
ATMs, indirectly providing benefits to customers of Elan who use the
ATMs.

    


    NOW, THEREFORE, in
consideration of the covenants and conditions contained in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
is acknowledged, the Parties hereto, intending to be legally bound, agree to the
terms and conditions set forth below.

    


    
      	
              I.

            	
              DEFINITIONS.

            


    

    


    
      	
               
      

            	
              A.

            	
              “Confidential
      Information” shall mean information and proprietary materials of a Party
      as defined more fully in Section
VI.

            


    

    


    
      	
               
      

            	
              B.

            	
              “Currency” means United States
      legal tender issued in the form of a Federal Reserve Note by the United
      States Federal Reserve Banks or a United States Note by the United States
      Treasury Department, owned by Elan and provided for the use of ATM Owner
      under the terms and conditions set forth in this
      Agreement.

            


    

    


    
      	
               
      

            	
              C.

            	
              “Electronic
      Lock” shall mean a Kaba Man Cencon 2000 lock or such other ATM electronic
      lock as is agreed by the Parties as an equivalent
  lock.

            


    

    

      Version
1207

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              D.

            	
              “Loss” shall mean the loss of
      Elan's Currency, and costs and expenses of Elan incidental thereto,
      resulting from theft, holdup, burglary, extortion, wrongful abstraction
      from an ATM, fire, destruction, disappearance, defalcation, mysterious
      disappearance, misappropriation, shortage, and any other type of casualty
      or loss, whether explained or
  unexplained.

            


    

    


    
      	
              II.

            	
              BAILMENT. This Agreement shall
      create a bailment relationship between Elan, as bailor, and ATM Manager,
      as bailee, for the specific purpose of Elan’s delivery of Currency to
      Carrier, as agent for Elan, for use in the
ATMs.

            


    

    


    
      	
               
      

            	
              A.

            	
              Amount
      of Currency.
      The amount of Currency that shall be delivered from time to time in
      amounts based upon the ATM operational needs, as determined by the volume
      and frequency of withdrawals from the ATMs documented by the ATM Manager
      in the ATMs settlement process, up to the total amount outstanding at any
      point in time as set forth in Exhibit A,
      attached hereto and made a part hereof. At no time will Elan be obligated
      to deliver an amount of Currency which, in total, exceeds the amount set
      forth in Exhibit
      A, unless a greater amount is agreed to in writing by
      Elan.

            


    

    


    
      	
               
      

            	
              B.

            	
              Ownership
      of Currency. Notwithstanding that the Currency may be in the
      physical possession or custody of someone other than Elan, including
      without limitation, the ATMs, the Parties acknowledge and agree that until
      dispensed from an ATM to a customer of that ATM, the Currency shall be the
      sole and exclusive property of Elan and neither ATM Owner, nor ATM
      Manager, nor Carrier, nor any third party shall have any interest
      (including without limitation, legal, equitable or security interest) in
      or to such Currency. In no event will legal title to the Currency pass to
      ATM Owner, ATM Manager or Carrier.

            


    

    


    
      	
               
      

            	
              C.

            	
              Acceptance
      of Bailment.  From and after delivery of Currency to the
      ATMs by Carrier, and until the Currency is dispensed from the ATMs to
      customers of the ATMs and the amount thereof is repaid to Elan, plus
      Elan’s fees and charges, the ATM Owner and the ATM Manager hereby jointly
      and severally assume all responsibility and bear all risk of loss for the
      transfer, handling and settlement of the Currency, including without
      limitation, loss suffered or created by theft, damage, destruction, fraud,
      dispute resolution or incorrect dispensing. ATM Owner and ATM Manager
      shall jointly and severally indemnify, defend and hold Elan harmless from
      any loss, cost or expense incurred by Elan with regard to the Currency.
      Carrier shall indemnify, defend and hold Elan harmless from any Loss
      incurred by Elan if such Loss is the responsibility of Carrier as
      described in Exhibit B, attached hereto and incorporated herein by this
      reference.

            


    

    


    
      	
               
      

            	
              D.

            	
              Processing
      Agreement.  The Parties agree that as of the Effective
      Date hereof, ATM Manager has entered into that certain processing
      agreement (“Elan Processing Agreement”) with Elan that governs Elan’s
      processing ATM Owner’s ATMs.  Elan or ATM Manager may terminate
      this Agreement without penalty in the event the Elan Processing Agreement
      is terminated.

            


    

    


    
      	
               
      

            	
              E.

            	
              Termination
      Rights.  Elan may, at any time, terminate ATM Manager’s
      right to hold the Currency under this bailment and take such action
      necessary to recover the Currency from the ATMs.  ATM Manager
      and ATM Owner shall vigorously oppose any attempts made by a creditor of
      ATM Manager or ATM Owner to levy the Currency placed in the ATMs by Elan
      or its Carrier.  If Elan terminates the bailment, ATM Manager
      and ATM Owner shall comply with all post termination responsibilities
      under this Agreement.

            


    

    


    
      	
              III.

            	
              SERVICE AND
      ACCESS.

            


    

    


    
      	
               
      

            	
              A.

            	
              Servicing
      the ATMs.  The ATM Manager shall maintain the ATMs,
      including without limitation, replenishing the transaction receipts and
      all levels of maintenance for the ATMs. This maintenance shall be
      accomplished by ATM Manager at a level that, at a minimum, meets the
      standards of the ATM industry. ATM Manager shall have no access to the ATM
      vault, the Currency contained in the ATMs, or any form of deposits
      contained within the ATMs.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              B.

            	
              Access
      to the Currency.  During the Term of this Agreement and
      until Elan recovers all the Currency, or its equivalent in another payment
      medium, and all the fees due Elan, ATM Owner and ATM Manager shall have no
      access to Elan’s vault, the vault of the Carrier, or to the vault of any
      ATMs which contain the Currency supplied by Elan.  Only the
      Carrier shall have access to the Currency during transport and only the
      Carrier may have access to the Currency contained in the
      ATMs.  Elan and Carrier may engage in a separate agreement for
      the provision of services to transport the Currency, provided such
      agreement does not alter the obligations of each of them under this
      Agreement and does not alter the liability of either of them to the other
      Parties to this Agreement in a manner that is inconsistent with the terms
      of this Agreement, including without limitation the obligations of Carrier
      contained in Exhibit B. Carrier expressly recognizes and acknowledges the
      ownership rights of Elan in and to the Currency that is provided by Elan
      for use in the ATMs. Carrier also recognizes and acknowledges the bailment
      relationship existing between ATM Manager and Elan with respect to the
      handling of the Currency. ATM Manager and ATM Owner agree that Elan shall
      be the sole and exclusive source of cash for the ATMs listed on Exhibit D
      through the end of the Term.

            


    

    


    
      	
              IV.

            	
              TERM AND
      TERMINATION.

            


    

    


    
      	
               
      

            	
              A.

            	
              Term. The initial term of
      this Agreement shall be for a period of two (2) years, commencing on the
      date of the signature of the last Party to sign the Agreement (“Initial
      Term”).  Thereafter, this Agreement shall automatically renew
      for additional periods of one (1) year (each a “Renewal Term”) unless a
      Party gives the other Parties written notice of its intent to terminate at
      least sixty (60) days prior to the end of the Initial Term or any Renewal
      Term.  Together the Initial Term and, collectively, any Renewal
      Terms shall be the “Term”.

            


    

    


    
      	
               
      

            	
              B.

            	
              Termination.

            


    

    


    
      	
               
      

            	
              1.

            	
              Any
      Party may terminate this Agreement at any time upon written notice to the
      other Parties in the event of the occurrence of one of the
      following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              One
      of the other Parties (i) terminates or suspends its business, (ii) becomes
      subject to any bankruptcy or insolvency proceeding under Federal or state
      statute, (iii) becomes insolvent or becomes subject to direct control by a
      trustee, receiver or similar authority, (iv) has wound up or liquidated,
      voluntarily or otherwise, or (v) is acquired by another party unrelated to
      the acquired Party, or (vi) is required to terminate its involvement in
      the activities covered by the Agreement by order of a court of competent
      jurisdiction or a regulatory agency which governs the activities of the
      Party.

            


    

    


    
      	
               
      

            	
              (b)

            	
              At
      least one of the other Parties materially defaults in the performance of
      any of its duties or obligations hereunder, which default shall not be
      substantially cured within thirty (30) days after notice is given to the
      defaulting Party specifying the default, then any of the Parties not in
      default may, by giving notice thereof to the defaulting Party and all the
      other non-defaulting Parties, terminate this Agreement for
      cause.

            


    

    


    
      	
               
      

            	
              2.

            	
              Elan
      may terminate the Agreement immediately upon written notice to the other
      Parties upon the occurrence of one of the
  following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              An
      audit conducted by or on behalf of Elan reveals that Carrier has failed to
      segregate Elan's Currency.

            


    

    


    
      	
               
      

            	
              (b)

            	
              An
      unauthorized Party or third party accesses a vault or an ATM and obtains
      Currency belonging to Elan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Termination
      of the bailment pursuant to Section
II.E.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.

            	
              Elan
      or ATM Manager may terminate the Agreement immediately upon written notice
      to the other Parties upon termination of the Elan Processing Agreement
      between Elan and ATM Manager.

            


    

    


    
      	
               
      

            	
              4.

            	
              Upon
      termination of this Agreement, ATM Manager shall immediately pay all sums
      due and owing to Elan, including without limitation, all Currency in the
      ATMs, which Currency shall be returned to Elan pursuant to Section Xl.F.
      In the event Elan directs Carrier to remove the Currency from the ATMs and
      the ATM Manager or ATM Owner is unwilling or unable to pay the service
      fees to Carrier for the removal of the Currency, Elan will pay the service
      fees to the Carrier for such removal of Currency from the
      ATMs.

            


    

    


    
      	
               
      

            	
              5.

            	
              ATM
      Manager can terminate specific sites from this Agreement at its sole
      discretion, understanding that ATM Manager or ATM Owner may incur separate
      liabilities for the termination of such sites under any other agreement,
      which is unrelated to this
Agreement.

            


    

    


    
      	
              V.

            	
              FEES AND
      PAYMENT.

            


    

    


    
      	
               
      

            	
              A.

            	
              Fees. ATM Manager shall pay
      Elan those fees and charges as set forth on Exhibit C,
      attached hereto and made a part hereof, in accordance with the
      requirements contained therein. In the event ATM Manager fails to pay the
      fees and charges as agreed, ATM Owner shall be responsible for payment of
      the fees and charges not paid by ATM Manager. Exhibit C shall
      be maintained as a confidential document between Elan and ATM Manager and
      no other Party to this Agreement, nor any third party, shall be allowed
      access to such Exhibit C
      except as required in accordance with Section VI.B.  In the
      event the fees and charges are not paid in accordance with the payment
      obligations set forth in Exhibit C
      interest shall be due and payable on the unpaid balance at the lesser of
      1.5% per month, or the highest rate of interest allowed by
      law.  Elan shall pay Carrier those fees and charges as set forth
      in Exhibit
      E, attached hereto and made a part hereof, in accordance with the
      requirements contained therein. Exhibit E shall
      be maintained as a confidential document between Elan and Carrier and no
      other Party to this Agreement, nor any third party, shall be allowed
      access to such Exhibit
      E.

            


    

    


    
      	
               
      

            	
              B.

            	
              Security
      Account.  At the
      request of Elan, the ATM Manager may be required to establish a separate
      depository account with Elan, jointly owned in the name of Elan and ATM
      Manager for the benefit of Elan (the “Security Account”). At all times
      during the term of this Agreement, the ATM Manager shall maintain a
      minimum monthly balance equal to the greater of five thousand U.S. Dollars
      ($5,000.00) or two (2) month's projected fees and charges payable by ATM
      Manager to Elan as set forth in Exhibit
      C.  Elan may debit the Security Account to obtain payment
      of any fees, charges, or other obligations of ATM Manager that have not
      been paid as agreed from the Settlement Account.  Elan shall
      have the right to setoff against the Security Account any obligations for
      payment of fees, charges, or other obligations ATM Manager may have to
      Elan at any time during the Term of the Agreement and for so long
      thereafter as the Security Account remains open.  Elan will
      notify ATM Manager prior to initiating activity on the
      account.  The Security Account shall remain open and funded by
      ATM Manager in accordance with the requirements of this section for a
      period of ninety (90) days after termination of this
      Agreement.

            


    

    


    
      	
              VI.

            	
              CONFIDENTIAL
      INFORMATION.

            


    

    


    The
Parties acknowledge that each may have access to, or be provided with,
information or documentation, which each Party regards as confidential or
proprietary. The receiving parties are referred to as ‘Recipient’ and the party
providing the information is referred to as `Owner'. Such information or
documentation shall be dealt with as set forth below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              A.

            	
              Definition
      of Confidential Information. “Confidential
      Information” includes both information of a commercial nature and
      information related to customers of the ATMs. Confidential Information
      includes, without limitation, the following whether now in existence of
      hereafter created:

            


    

    


    
      	
               
      

            	
              1.

            	
              Any
      information of or about Elan's consumer customers of any nature
      whatsoever, and specifically including without limitation, the fact that
      someone is a customer or prospective customer of Elan, all lists of
      customers, former customers, applicants and prospective customers and all
      personal or financial information relating to and identified with such
      persons (“Customer Information”);

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      information marked as "confidential" or similarly marked, or information
      that the Recipient should, in the exercise of reasonable business
      judgment, recognize as
confidential;

            


    

    


    
      	
               
      

            	
              3.

            	
              All
      business, financial or technical information of the Owner and any of the
      Owner's vendors (including, but not limited to account numbers, and
      software licensed from third parties or owned by the Owner or its
      affiliates);

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Owner's marketing philosophy and objectives, promotions, markets,
      materials, financial results, technological developments and other similar
      proprietary information and
materials;

            


    

    


    
      	
               
      

            	
              5.

            	
              All
      information protected by rights embodied in copyrights, whether registered
      or unregistered (including all derivative works), patents or pending
      patent applications, "know how," trade secrets, and any other intellectual
      property rights of the Owner or Owner's
  licensors;

            


    

    


    
      	
               
      

            	
              6.

            	
              Information
      with respect to employees of Elan which is non-public, confidential,
      business related, or proprietary in nature, including, without limitation,
      names of employees, the employees' positions within Elan company, the fact
      that they are employees of Elan, contact information for employees,
      personal employee identification numbers, and any other information
      released to you regarding employees in the past and in the future;
      and

            


    

    


    
      	
               
      

            	
              7.

            	
              All
      notes, memoranda, analyses, compilations, studies and other documents,
      whether prepared by the Owner, the Recipient or others, which contain or
      otherwise reflect Confidential
Information.

            


    

    


    
      	
               
      

            	
              B.

            	
              Essential
      Obligation.

            


    

    


    
      	
               
      

            	
              1.

            	
              Confidential
      Information must be held in confidence and disclosed only to those•
      employees or agents whose duties reasonably require access to such
      information. Recipient must protect the Owner's Confidential Information
      using at least the same degree of care, but no less than a reasonable
      degree of care, to prevent the unauthorized use, disclosure or duplication
      (except as required for backup systems) of such Confidential Information
      as Recipient uses to protect its own confidential information of a similar
      nature.

            


    

    


    
      	
               
      

            	
              2.

            	
              Because
      Elan is a federally-regulated financial institution that must comply with
      the safeguards for Customer Information contained in the
      Gramm-Leach-Bliley Act ("GLBA") and regulations promulgated pursuant to
      GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate
      measures designed to safeguard Customer Information. Specifically, ATM
      Owner, ATM Manager and Carrier must establish and maintain data security
      policies and procedures designed to ensure the
  following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Security
      and confidentiality of Customer
Information;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Protection
      against anticipated threats or hazards to the security or integrity of
      Customer Information;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Protection
      against the unauthorized access or use of Customer
      Information.

            


    

    


    
      	
               
      

            	
              3.

            	
              ATM
      Owner, ATM Manager and Carrier must permit Elan to monitor and audit their
      compliance with this Section during regular business hours upon not less
      than 48 hours' notice to the ATM Owner, ATM Manager or Carrier and to
      provide to Elan copies of audits and system test results acquired by ATM
      Owner, ATM Manager and Carrier in relation to the data security policies
      and procedures designed to meet the requirements set forth
      above.

            


    

    


    
      	
               
      

            	
              C.

            	
              Compelled
      Disclosure.  If
      Recipient is required by a court or governmental agency having proper
      jurisdiction to disclose any Confidential Information, Recipient must
      promptly provide to the Owner notice of such request to enable the Owner
      to seek an appropriate protective
order.

            


    

    


    
      	
               
      

            	
              D.

            	
              Limited
      Use of Confidential Information and Survival of Obligations.
      Recipient may use the Confidential Information only as necessary for
      Recipient's performance hereunder or pursuant to rights granted herein and
      for no other purpose. Recipient's limited right to use the Confidential
      Information expires upon expiration or termination of this Agreement for
      any reason. Recipient's obligations of confidentiality and non-disclosure
      survive termination or expiration for any reason of this
      Agreement.

            


    

    


    
      	
               
      

            	
              E.

            	
              Disposition
      of Confidential Information.  Recipient must develop and
      maintain appropriate security measures for the proper disposal and
      destruction of Confidential Information. Upon Expiration of Recipient's
      limited right to use the Confidential Information, Recipient must return
      all physical embodiments thereof to Owner or, with Owner's permission,
      Recipient may destroy the Confidential Information. Recipient shall
      provide written certification to Owner that Recipient has returned, or
      destroyed, all such Confidential Information in Recipient's possession.
      Notwithstanding the foregoing, Recipient may retain one archival copy of
      Confidential Information, which may be used solely to demonstrate
      compliance with the provisions of this
Section.

            


    

    


    
      	
               
      

            	
              F.

            	
              Disclosure
      to Third Parties.  If disclosure of Confidential
      Information to third parties is required or allowed under this Agreement,
      Recipient must ensure that such third parties have express obligations of
      confidentiality and non-disclosure substantially similar to Recipient's
      obligations hereunder. Liability for damages because of disclosure of
      Confidential Information by any such third parties must be borne by
      Recipient.

            


    

    


    
      	
               
      

            	
              G.

            	
              Exclusions.  Except
      for Customer(s) information, the term "Confidential Information" excludes
      any portion of such information that Recipient can establish by clear and
      convincing evidence to have been:

            


    

    


    
      	
               
      

            	
              1.

            	
              Publicly
      known without breach of this
Agreement;

            


    

    


    
      	
               
      

            	
              2.

            	
              Known
      by Recipient without any obligation of confidentiality, prior to
      disclosure of such Confidential Information;
or

            


    

    


    
      	
               
      

            	
              3.

            	
              Received
      in good faith from a third-party source that to Recipient's reasonable
      knowledge rightfully disclosed such information;
  or

            


    

    
      	
               
      

            	
              4.

            	
              Developed
      independently by Recipient without reference to the Owner's Confidential
      Information.

            


    

    


    
      	
               
      

            	
              H.

            	
              Remedies.  If
      Recipient or any of its representatives or agents breaches the covenants
      set forth in this Agreement, irreparable injury may result to the Owner or
      third parties entrusting Confidential Information to the Owner. Therefore,
      the Owner's remedies at law may be inadequate and the Owner shall be
      entitled to seek an injunction to restrain any continuing breach.
      Notwithstanding any limitation on Recipient's liability, the Owner shall
      further be entitled any other rights and remedies that it may have at law
      or in equity.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              I.

            	
              Intrusions/Disclosures.
      If there is any actual or suspected theft of, accidental disclosure of,
      loss of, or inability to account for any Confidential Information by a
      Party or any of its subcontractors (collectively "Disclosure") or any
      unauthorized intrusions into a Party's or any of its subcontractor's
      facilities or secure systems, (collectively "Intrusion") the Party must
      immediately i) notify the other Party, ii) estimate the Disclosure's or
      Intrusion's effect on the other Party, iii) specify the corrective action
      to be taken, and iv) investigate and determine if an Intrusion or
      Disclosure has occurred. If, based upon the Party's investigation, the
      Party determines that there has been an actual Disclosure or Intrusion,
      the Party must promptly notify the other Party, and must promptly
      investigate the scope of the Disclosure or Intrusion, and must promptly
      take corrective action to prevent further Disclosure or Intrusion. The
      Party must, as soon as is reasonably practicable, make a report to the
      other Party including details of the Disclosure (including Customer(s)'
      identities and the nature of the information disclosed) or Intrusion and
      the corrective action the Party has taken to prevent further Disclosure or
      Intrusion. The Party must, in the case of a Disclosure cooperate fully
      with the other Party to notify the other Party's Customer(s) as to the
      fact of and the circumstances of the Disclosure of the Customer's
      particular information. Additionally, the Party must cooperate fully with
      all government regulatory agencies or law enforcement agencies having
      jurisdiction and authority for investigating a Disclosure or any known or
      suspected criminal activity.

            


    

    


    
      	
              VII.

            	
              LIMITATION OF
      LIABILITY, WARRANTIES AND
  INDEMNIFICATION.

            


    

    


    
      	
               
      

            	
              A.

            	
              LIMITATION
      OF LIABILITY.
      The Parties acknowledge that the fees for the services provided by
      Elan are very small in relation to the Currency provided and consequently
      Elan's willingness to provide the Currency is based in part upon the
      liability limitations contained herein. Therefore, Elan's liability
      hereunder shall not exceed, in the aggregate, an amount equal to the fees
      received by Elan during the three (3) months prior to any claim made
      against Elan for damages. In no event will Elan, or its agents, officers,
      directors, or employees be liable for any indirect, exemplary, punitive,
      special, or consequential damages. Except as set forth in Exhibit B.
      Carrier and its agents, officers, directors, or employees shall not be
      liable for any indirect, exemplary, punitive, special, or consequential
      damages.

            


    

    


    
      	
               
      

            	
              B.

            	
              WARRANTY
      DISCLAIMER.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT, ELAN DISCLAIMS ANY AND ALL WARRANTIES CONCERNING ANY PRODUCTS
      OR SERVICES PROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS OR IMPLIED,
      INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE.

            


    

    


    
      	
               
      

            	
              C.

            	
              INDEMNIFICATION.  ATM
      Owner, ATM Manager, Carrier and Elan shall indemnify, defend and hold
      harmless each other and their respective agents, officers, directors and
      agents against all claims made by third parties arising out of this
      Agreement and for all attorneys' fees and other costs and expenses paid or
      incurred by the indemnified Party in the enforcement of the Agreement,
      including without limitation, those resulting from any breach of the
      Agreement or from any transaction occurring pursuant to the Agreement.
      Notwithstanding the foregoing, Carrier shall not be liable for any
      indirect, exemplary, punitive, special or consequential
      damages.

            


    

    


    
      	
              VIII.

            	
              REPRESENTATIONS AND
      WARRANTIES OF THE PARTIES.

            


    

    


    ATM
Owner, ATM Manager, Carrier and Elan, as appropriate, hereby represent and
warrant as follows and acknowledge that the other parties are relying on such
representations and warranties in entering into this Agreement:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              A.

            	
              ATM
      Owner has full and complete legal title to the ATMs or the right to
      possess and use the ATMs, and, except as set forth on Schedule 1
      hereof, the ATMs are free and clear of any prior claims, security
      interests, pledges, attachment proceedings, seizures, mortgage, lien,
      judgment, execution process or other encumbrance and ATM Owner has the
      legal authority to place Elan's Currency into the
  ATMs.

            


    

    


    
      	
               
      

            	
              B.

            	
              Except
      as set forth in Schedule 1, ATM
      Owner, ATM Manager and Carrier have not permitted, suffered or caused, nor
      will any of them permit, suffer or cause, as applicable, any encumbrances
      to be placed upon the ATMs during the Term of this Agreement. In the event
      any encumbrance not set forth in Schedule 1 is placed upon an ATM, the
      Party responsible shall immediately cause such encumbrance to be
      discharged, satisfied or bonded off to the satisfaction of
      Elan.

            


    

    


    
      	
               
      

            	
              C.

            	
              ATM
      Owner and ATM Manager have the legal authority to locate and place all
      ATMs at the designated locations as set forth in Exhibit D
      attached hereto and incorporated herein by this
  reference.

            


    

    


    
      	
               
      

            	
              D.

            	
              There
      are no pending or threatened litigations, suits, proceedings or claims
      against ATM Owner, ATM Manager or Carrier, nor are there any liens,
      contracts or court orders pending or existing which could encumber the
      Currency once delivered to Carrier, or otherwise placed in the
      ATMs.

            


    

    


    
      	
               
      

            	
              E.

            	
              ATM
      Owner and ATM Manager and their agents hold the Currency as a custodian,
      acting in a fiduciary capacity for the benefit of
  Elan.

            


    

    


    
      	
               
      

            	
              F.

            	
              Each
      of ATM Owner, ATM Manager, Carrier and Elan is duly organized, validly
      existing and in good standing pursuant to applicable state and/or federal
      laws under which it is organized, and each is qualified to do business in
      all jurisdictions as may be required for the conduct of its respective
      business activities hereunder. Each of ATM Owner, ATM Manager, Carrier and
      Elan has full power and lawful authority to (i) own and operate its
      assets, properties and business; (ii) carry on its business as presently
      conducted; and (iii) enter into and perform this Agreement. The persons
      executing this Agreement have full authority to bind their respective
      Party to the terms and conditions
hereof.

            


    

    


    
      	
               
      

            	
              G.

            	
              The
      execution and delivery of this Agreement by each of ATM Owner, ATM
      Manager, Carrier and Elan, and the performance by each such Party of its
      respective obligations hereof (i) are within its organizational powers;
      (ii) have been duly authorized by all necessary organizational action;
      (iii) does not and will not conflict with or constitute a breach or
      violation of its governing organizational documents; and (iv) does not and
      will not conflict with or constitute a breach or violation of any material
      agreement, indenture, deed of trust, lease, mortgage, loan agreement or
      any other material instrument or undertaking to which such Party is a
      party.

            


    

    


    
      	
               
      

            	
              H.

            	
              This
      Agreement constitutes a valid and legally binding obligation of each of
      ATM Owner, ATM Manager, Carrier and Elan, enforceable against such Party
      in accordance with its terms and
conditions.

            


    

    


    
      	
               
      

            	
              I.

            	
              The
      ATM Manager and ATM Owner will make every reasonable effort to ensure that
      the cash remains the Bank's
property.

            


    

    


    
      	
               
      

            	
              1.

            	
              Neither
      the customer nor a third party has any possessory or ownership interest in
      the cash for purposes of 11 U.S.C.
§362.

            


    

    
      	
               
      

            	
              2.

            	
              It
      is expressly understood that no other financial institution may utilize
      the Elan's cash to satisfy its own
requirements.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              IX.

            	
              INSURANCE.

            


    

    


    
      	
               
      

            	
              A.

            	
              ATM
      Owner.  ATM Owner
      shall maintain the following insurance coverage during the Term of this
      Agreement:

            


    

    


    
      	
               
      

            	
              1.

            	
              Workers'
      compensation and employers' liability insurance to the extent required by
      law covering all persons employed by ATM Owner to perform obligations
      under this Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Commercial
      General liability insurance with broad form coverage covering, liability
      to bodily and personal injury, damage to property, false arrest, false
      imprisonment, malicious prosecution, defamation, liable, slander, legal
      liability caused by any
      act of ATM Owner or its employees or agents, and contractual
      liability coverage. The amount of this insurance must be in an amount that
      is reasonable prudent and necessary to cover damages from ATM Owner's
      failure to perform its obligations hereunder. In no event shall such
      coverage be less than $1 million dollars (USD) per occurrence with an
      aggregate limit of not less than $2 million dollars
  (USD).

            


    

    


    
      	
               
      

            	
              B.

            	
              ATM
      Manager.
      ATM Manager shall obtain and maintain during the Term of this
      Agreement, at its sole expense, insurance sufficient to cover any and all
      damages, liability and obligations contemplated by this Agreement. The
      coverage by ATM Manager shall, at a minimum, provide for the
      following:

            


    

    


    
      	
               
      

            	
              1.

            	
              Workers'
      Compensation and Employer's Liability insurance to the extent required by
      the laws of the state in which the services are performed under this
      Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Commercial
      General Liability insurance, including contractual liability coverage, in
      an amount not less than $1 million dollars (USD) per occurrence, with an
      aggregate limit of not less than $2 million dollars (USD). Elan must be
      named as an additional insured on the
policy.

            


    

    


    
      	
               
      

            	
              3.

            	
              Automobile
      Liability insurance, including uninsured motorist and underinsured
      motorist coverage, for every vehicle that is used in the performance of
      ATM Manager's obligations under this Agreement, with both property damage
      limits and personal injury and death limits of $5 million dollars (USD) in
      the aggregate. If ATM Manager's agent is providing maintenance services,
      this section will apply to that
agent.

            


    

    


    
      	
               
      

            	
              C.

            	
              Carrier.  Carrier
      shall obtain and maintain during the Term of this Agreement, at its sole
      expense, insurance sufficient to cover any and all damages, liability and
      obligations contemplated by this Agreement. If Carrier's need for Currency
      exceeds the insurance limits specified below, Carrier shall increase such
      limits and provide verification thereof. The coverage by Carrier shall, at
      a minimum, provide for the
following:

            


    

    


    
      	
               
      

            	
              1.

            	
              Workers'
      compensation and employer's liability insurance to the extent required by
      the laws of the state in which the services are performed under this
      Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Commercial
      General Liability insurance, including contractual liability coverage, in
      an amount not less than $ 3 million dollars (JSD) per occurrence, with an
      aggregate limit of not less than $10 million dollars (USD). Elan must be
      named as an additional insured on the
policy.

            


    

    


    
      	
               
      

            	
              3.

            	
              Fidelity
      insurance in an amount not less than $5 million dollars (USD) for claims
      arising from fraudulent or dishonest acts on the part of any
      representative of Carrier.

            


    

    


    
      	
               
      

            	
              4.

            	
              Automobile
      Liability insurance for every vehicle that is used in the performance of
      Carrier's obligations under this Agreement, with both property damage
      limits and personal injury and death limits of $3 million dollars (USD)
      each per occurrence, and $10 million dollars (USD) in the
      aggregate.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              In
      addition, Carrier shall provide All Risk Armored Car Cargo Liability
      insurance covering Currency, coin, checks and other property of Elan that
      may be transported or be in Carrier's possession (including property at
      Carrier's premises, in transit, and away from Carrier's premises) against
      all risks of physical loss or damage, including coverage for any act or
      omission of Carrier or any of its employees or agents. The amount of
      insurance must be not less than $5 million dollars (JSD) per loss in
      transit (armored car coverage) and $5 million dollars (USD) per loss per
      vault for on- premises and vault coverage. There may be aggregate on this
      insurance policy, provided that the aggregate total shall be no less than
      the amount listed in Exhibit A. Elan must be listed as loss
      payee.

            


    

    


    
      	
               
      

            	
              D.

            	
              ATM
      Owner, ATM Manager and Carrier will provide Elan with a Certificate of
      Insurance evidencing the coverage specified above for each of them. ATM
      Owner, ATM Manager and Carrier, as applicable, will notify Elan within one
      (1) business day by telephone and by written notice if any insurance
      required under this section is not in force at any time during the Term of
      this Agreement. ATM Owner, ATM Manager and Carrier shall not take any
      action that would invalidate or reduce coverage, and will take all action
      necessary to prevent coverage from being invalidated or
      reduced.

            


    

    


    
      	
               
      

            	
              E.

            	
              Elan
      will provide At Terminal insurance, which will insure the Currency while
      in the ATMs. ATM Manager will pay Elan those fees and charges as set forth
      in Exhibit C.

            


    

    


    
      	
               
      

            	
              F.

            	
              In
      addition to its other rights and obligations under this Agreement, ATM
      Owner shall, at its expense and sole responsibility, bolt the ATM to the
      floor. In the event of a loss, should it be determined that the ATM was
      not bolted to the floor, ATM Owner is responsible for the full amount of
      the loss.

            


    

    


    
      	
              X.

            	
              ACCOUNTING FOR
      CURRENCY.

            


    

    


    
      	
               
      

            	
              A.

            	
              Accounting.
      ATM Manager, with the cooperation and assistance of Elan in its role as
      processing services provider shall account for all transactions at the
      ATMs daily and provide a daily status report with respect to each ATM,
      showing the amount of Currency dispensed from each and the amount of
      Currency remaining in the ATM. Elan in its role as Currency provider shall
      also prepare its own daily reconciliation for the Currency it provided. To
      the extent Elan's reconciliation shows a discrepancy, Elan shall, within
      seventy-two (72) hours of discovery of such discrepancy, provide notice to
      Carrier's customer service manager of the discrepancy. Elan's records
      shall be prima facie evidence of the Currency outstanding and delivered to
      the ATMs from time to time. Elan shall have the right, in its discretion
      to audit, inspect and settle any Currency from time to time and at any
      time, so as to reconcile all records of Currency held in each of the ATMs.
      Elan may conduct such audit and inspection procedures as it deems
      necessary, or as may be required by the regulatory agencies having
      responsibility over Elan's activities or by Elan's external auditors.
      Carrier shall provide Elan such access to the ATMs as is necessary for
      Elan to conduct its inspection and
audit.

            


    

    


    
      	
               
      

            	
              B.

            	
              ATM
      Reconciliation.  Elan will reconcile each ATM with the
      Currency load, residual and withdrawal information within five (5) days of
      the date of replenishment. In the event of a failure to reconcile, Elan
      will notify ATM Manager and Carrier. Failure of the ATM Manager to
      reconcile the ATM by the end of the calendar month in which the failure
      occurs, the failure to reconcile will be deemed to be a delinquent account
      and Elan may debit the Security Account for the amount of the failure. For
      any debit that exceeds the amount in the Security Account at the time the
      debit is executed, Elan may reduce the payment of monthly interchange
      income provided for under the Elan Processing Agreement in an amount
      sufficient to fully cover the failure. Elan may also offset the amounts
      due against any other funds of the ATM Manager on deposit with Elan or any
      of its affiliates.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              C.

            	
              Return
      of Currency to Elan.  Elan acknowledges that the Currency
      deposited with the Carrier is intended for distribution to customers using
      the ATMs which have been loaded with the Currency supplied by Elan. The
      amount of Currency provided by Elan for use in the ATMs is returned to
      Elan via the transaction processing that occurs pursuant to the Processing
      Agreement and is not returned by payments in Currency, except for the
      Currency removed from the ATMs by the Carrier and delivered to Elan at the
      termination of the Agreement. The fees assessed for the use of the
      Currency by ATM Manager in the operation of the ATMs shall be based upon
      the actual daily balance of Currency from Elan to ATM Manager that is
      outstanding. The amount can only be increased by orders for additional
      Currency and decreased only by Currency returns or withdrawal
      activity.

            


    

    


    
      	
               
      

            	
              D.

            	
              Responsibility
      for Loss.

            


    

    


    
      	
               
      

            	
              1.

            	
              General
      Responsibilities.

            


    

    


    
      	
               
      

            	
              (a)

            	
              ATM
      Manager and Carrier shall, at all times during the Term of this Agreement,
      maintain systems and procedures intended to prevent a Loss or the misuse
      of Elan's Currency.  Elan shall, at all times during the Term of
      this Agreement, maintain systems and procedures intended to assist in the
      recovery of any Loss.

            


    

    


    
      	
               
      

            	
              (b)

            	
              ATM
      Manager, Carrier and Elan are responsible to promptly notify the other
      parties in writing within 72 hours of becoming aware of a
      Loss.

            


    

    


    
      	
               
      

            	
              2.

            	
              Responsibility
      for Acts, Omissions or Negligence.  It is understood and
      agreed that ATM Manager is responsible for any Loss that occurs from the
      time the Currency is placed in the ATM and until the Currency is dispensed
      to an ATM customer or returned to Elan. Carrier is responsible for any
      Loss of Elan's Currency that occurs while the Currency is in Carrier's
      possession, or as a result of a cause set forth in Exhibit B. The Currency
      while in the ATM is covered by Elan's At Terminal
    insurance.

            


    

    


    
      	
               
      

            	
              3.

            	
              Payment
      for Losses.  If an ATM Manager or Carrier is required,
      pursuant to an investigation, to compensate Elan for Losses, ATM Manager
      or Carrier, as applicable, will pay the Losses by check or ACH made
      payable to Elan within fourteen (14) days of conclusion of the
      investigation into the matter.

            


    

    


    
      	
               
      

            	
              4.

            	
              Exclusions.  ATM
      Manager and Carrier will not be responsible for Losses resulting from
      illegal or fraudulent acts of Elan employees, agents, representatives, or
      third-party contractors of Elan.

            


    

    


    
      	
               
      

            	
              E.

            	
              Loss
      Procedures.

            


    

    


    
      	
               
      

            	
              1.

            	
              In
      the event of a Loss or a difference, Elan will provide notice to ATM
      Manager and Carrier's CSM, as designated by Carrier from time to time, by
      telephone (which must be followed up with notice in writing), by facsimile
      (with written confirmation of receipt), by email to an address designated
      by the receiving party, or by a written notice mailed in the US mail by
      certified mail, return receipt requested of any claim for Loss within the
      lesser of three (3) business days after discovery of the discrepancy, or
      forty- five (45) days after ATM Service(s) was performed by Carrier. If
      the Loss results in a claim being made by Elan, the notice of claim will
      be provided to the attention of Carrier within the lesser of three (3)
      business days after discovery of the discrepancy, or forty-five (45) days
      after ATM Service(s) was performed by
Carrier.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              If
      requested by ATM Manager or Carrier, Elan will make available to ATM
      Manager and Carrier all necessary and available information that directly
      relates to the Loss, and Elan will use commercially reasonable efforts to
      cause its agents, officers and employees to cooperate with and assist ATM
      Manager and Carrier in the investigation of such Loss, subject to
      applicable law and regulation regarding financial privacy and any other
      applicable law or regulation. Elan will maintain the records described
      below for all ATMs serviced by Carrier and will use its best efforts to
      make such records available to Carrier within seven (7) days after receipt
      of a written request from Carrier and in any event within twelve (12) days
      after receipt of written request.

            


    

    


    
      	
               
      

            	
              (a)

            	
              As
      available, records of ATM activity including, but not limited to, records
      of transaction and ATM activity, ATM network records, error codes and ATM
      vault openings for a reasonable period not to exceed 60 days prior to and
      subsequent to any identified
shortage.

            


    

    


    
      	
               
      

            	
              (b)

            	
              ATM
      and vault balancing records

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      other pertinent receipts and other paperwork and ATM electronic
      information pertaining to an identified
  shortage.

            


    

    


    
      	
               
      

            	
              (d)

            	
              As
      available, and applicable, alarm access records of alarm by ATM
      site.

            


    

    


    
      	
               
      

            	
              3.

            	
              In
      the event of a difference or loss, ATM Manager and Carrier will fully
      cooperate with Elan to investigate, and share ATM Manager's and Carrier's
      internal investigation report regarding any Carrier employee who had
      potential access to the Currency. Elan will fully cooperate with ATM
      Manager and Carrier to investigate the Loss, including sharing of Elan's
      internal investigation report with regard to any Elan employee having
      potential involvement in the Loss.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Party responsible for the Loss under this Agreement will make full payment
      of the Loss by check or ACH made payable
      to Elan within fourteen (14) days of the determination of Loss
      responsibility. Elan shall cooperate by providing information reasonably
      requested by the insurance carrier for ATM Manager or
    Carrier.

            


    

    


    
      	
               
      

            	
              F.

            	
              Responsibilities
      at Termination.
      Upon termination of this Agreement for any reason, Carrier, ATM
      Manager, ATM Owner and Elan will cooperate to complete the following
      activities.

            


    

    


    
      	
               
      

            	
              1.

            	
              Carrier
      must remove all Currency from the ATMs of ATM Owner and deliver the
      Currency to Carrier's cash vault.

            


    

    


    
      	
               
      

            	
              2.

            	
              Carrier
      shall provide final terminal balancing activity and reports to Elan, ATM
      Manager and ATM Owner.

            


    

    


    
      	
               
      

            	
              3.

            	
              Elan
      shall perform a final balance on each ATM and cash
  vault.

            


    

    


    
      	
               
      

            	
              4.

            	
              Upon
      agreement by Elan, ATM Owner, ATM Manager and Carrier that all ATMs and
      cash vaults are in balance, Elan shall instruct Carrier as to the location
      where the Currency shall be delivered. Carrier will thereafter deliver the
      Currency to the designated location. Risk of loss of the Currency remains
      with Carrier until the Currency is accepted by Elan at the designated
      location. All fees and charges relating to the delivery of the Currency to
      Elan to Carrier shall be paid in accordance with Section
      IV.B.3.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      fees for the use of the Currency shall be assessed by Elan until such time
      as Elan has accepted the final deposit from the
  Carrier.

            


    

    


    
      	
               
      

            	
              G.

            	
              No
      Creditor Relationship.  Entering
      into this Agreement does not, nor is it intended to create a
      debtor-creditor or lending arrangement or relationship between Elan and
      any other Party. In consideration of Elan providing Currency to the ATM
      Manager for the ATMs, ATM Manager agrees to pay Elan the compensation
      determined in accordance with the terms and conditions of this Agreement,
      as the same may be amended from time to
time.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              XI.

            	
              GENERAL
      PROVISIONS.

            


    

    


    
      	
               
      

            	
              A.

            	
              Accounting
      Principles.
      Where the character or amount of any item of income, revenue,
      costs, expenses or similar monetary calculation is required to be
      determined or other accounting computation is required to be made for
      purposes of this Agreement, this will be done in accordance with
      appropriate accounting principles, which shall be consistently
      applied.

            


    

    


    
      	
               
      

            	
              B.

            	
              Attorneys'
      Fees.  If any
      dispute arises between the Parties regarding any Party's rights or
      obligations pursuant to this Agreement, the prevailing Party will be
      entitled to reasonable attorneys' fees attorneys' costs, expert witness
      fees, and court costs incurred in connection with
    litigation.

            


    

    


    
      	
               
      

            	
              C.

            	
              Compliance
      with Laws. Each Party may rely on the other Parties' compliance
      with all applicable laws. Violation of applicable law by a Party which
      allows or permits said Party to take any action under or pursuant to this
      Agreement which such Party would not otherwise have been able to do or
      take, shall constitute a breach of this
  Agreement.

            


    

    


    
      	
               
      

            	
              D.

            	
              Assignment.  ATM Owner,
      ATM Manager and Carrier may not assign this
  Agreement.

            


    

    


    
      	
               
      

            	
              E.

            	
              Force
      Majeure.  No Party shall be liable for a delay in
      performance hereunder where the cause for such delay is beyond the
      reasonable control of that Party. Such causes shall include, without
      limitation, acts of God; riots; acts of war; epidemics; governmental
      regulations imposed after the fact; earthquakes or other disasters
      ("Occurrence"). Provided, however, that, where possible, written notice of
      the cause of the delay shall be given, by the Party to the other Parties
      within three (3) days after the Occurrence, and further provided that best
      efforts shall be made to restore performance hereunder. If a delay by a
      Party lasts more than five (5) business days, any of the other Parties
      shall have the right to terminate this Agreement with no penalty, early
      termination fees, or liquidated damages
  applicable.

            


    

    


    
      	
               
      

            	
              F.

            	
              Governing
      Law.  The rights and obligations of the Parties under
      this Agreement shall be governed and interpreted by the internal laws of
      the State of Minnesota, including the Minnesota Uniform Commercial Code,
      without reference to the conflict of laws
rules.

            


    

    


    
      	
               
      

            	
              G.

            	
              Jurisdiction.  The
      Parties hereby irrevocably submit to the nonexclusive jurisdiction of any
      court of the State of Minnesota or the United States of America sitting in
      Minneapolis, Minnesota, in any action or proceeding arising out of or
      relating to this Agreement, and the Parties hereby irrevocably agree that
      all claims in respect of such action or proceeding may be heard and
      determined in any such court. The Parties hereby irrevocably waive, to the
      fullest extent they may effectively do so, the defense of an inconvenient
      forum to the maintenance of such action or proceeding. The Parties agree
      that a final judgment in any such action or proceeding shall be conclusive
      and may be enforced in other jurisdictions by suit on the judgment or in
      any other manner provided by law.

            


    

    


    
      	
               
      

            	
              H.

            	
              Headings.  The
      headings contained in this Agreement are for convenient reference only,
      and shall not be considered substantive, and shall not affect the
      interpretation of this Agreement.

            


    

    


    
      	
               
      

            	
              I.

            	
              Non-Exclusive.  This
      is not an exclusive agreement. Nothing in this Agreement is intended to
      restrict Elan or Carrier from entering into similar agreements with any
      third party.

            


    

    


    
      	
               
      

            	
              J.

            	
              Notices.  Except
      as otherwise specified in Article X, Section E.1, any notice permitted or
      required by this Agreement must be in writing and shall be deemed given
      when sent by registered or certified mail, return receipt requested, or
      overnight delivery, and addressed as
follows:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 	
                                  Original:

                                	 	
                                  With
      Copy To:

                                
	
                                  To
      Elan Financial Services:

                                	 	
                                  Elan
      Financial Services

                                  ISO
      ATM Sale Support

                                  1255
      Corporate Drive

                                  Irving,
      TX  75038

                                	 	
                                  U.S.
      Bank Legal Dept.

                                  Mail
      Stop BC-MN-H21N

                                  800
      Nicollet Mall

                                  Minneapolis,
      MN  55402

                                  Attn:
      Corporate Counsel,

                                  Transaction
      Services

                                
	 	 	 	 	 
	
                                  To
      ATM Owner:

                                	 	
                                  Nationwide
      Money Services

                                  7800
      Belfort Pkwy, Suite 165, Jacksonville, FL  32256

                                	 	 
      
	 	 	 	 	 
	
                                  To
      ATM Manager:

                                	 	
                                  Nationwide
      Money Services

                                  7800
      Belfort Pkwy, Suite 165, Jacksonville, FL  32256

                                	 	 
      
	 	 	 	 	 
	
                                  To
      Armored Carrier:

                                	 	
                                  Pendum,
      LLC

                                  4610
      S. Ulster, Suite 300

                                  Denver,
      CO  80237

                                	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
               
      

            	
              K.

            	
              Relationship
      of the Parties. No joint venture, partnership, agency, employment
      relationship or other joint enterprise is contemplated by this Agreement.
      No employee or representative of one of the Parties shall be considered an
      employee of any of the other Parties. In making and performing this
      Agreement, the Parties shall act at all times as independent contractors,
      and at no time shall any Party make any commitments or incur any charges
      or expenses for or in the name of the other
  Party.

            


    

    


    
      	
               
      

            	
              L.

            	
              Right
      to Audit and Obtain Reports.

            


    

    


    
      	
               
      

            	
              1.

            	
              Elan's
      business operations are regularly audited by (i) various government
      agencies having supervisory and regulatory authority over Elan (the
      "Regulatory Authorities") and (ii) Elan's own internal auditors. Elan is
      also required to audit its vendors.

            


    

    


    
      	
               
      

            	
              2.

            	
              ATM
      Owner, ATM Manager and Carrier must cooperate with Elan's efforts to meet
      its regulatory obligations and must comply in a timely manner with Elan's
      reasonable requests for documentation and information. ATM Owner, ATM
      Manager or Carrier's refusal or failure to comply is a material breach of
      this Agreement. If Elan reasonably determines that ATM Owner, ATM Manager,
      or Carrier's data security, internal controls, or financial stability are
      inadequate and not susceptible to cure within any reasonable time frame or
      that an unacceptable risk to Elan or Elan's customer's exists, Elan may
      terminate this Agreement by providing written notice to ATM Owner, ATM
      Manager, or Carrier. Elan will identify its reasons for such termination
      in the notice.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      following are deemed reasonable requests of Elan, with which ATM Owner,
      ATM Manager, and Carrier must
comply:

            


    

    


    
      	
               
      

            	
              (a)

            	
              ATM
      Owner, ATM Manager and Carrier must make their books, records, and
      operations relating to all products and services provided to Elan or
      Elan's customers available for audit or inspection by the Regulatory
      Authorities, by Elan, or by Elan's independent auditors with at least two
      (2) business days advance notice from
Elan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Within
      five (5) business days of Elan's written request, ATM Owner, ATM Manager
      or Carrier must provide all applicable audit reports, including but not
      limited to: performance, financial, internal control and security reviews;
      penetration testing; intrusion detection; and firewall
      configuration.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (c)

            	
              If
      a deficiency is noted or determined in any such audit report,
      ATM Owner, ATM Manager or Carrier must also provide to Elan any and all
      documentation related to resolution of the audit deficiencies and the
      corrective actions implemented to prevent recurrence of such
      deficiency.

            


    

    


    
      	
               
      

            	
              (d)

            	
              ATM
      Owner, ATM Manager or Carrier must reasonably cooperate with Elan's
      periodic vendor assessments. Elan is required on an annual or semi-annual
      basis to perform the following vendor
  assessments:

            


    

    


    
      	
               
      

            	
              1.

            	
              Risk
      assessments with respect to the providers of goods and services for Elan's
      business; and

            


    

    


    
      	
               
      

            	
              2.

            	
              Data
      security, internal controls and financial stability of those providers
      commensurate with the level of risk
assessed.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Non-Publicly
      Traded Organizations. If ATM Owner is not listed on a recognized
      stock exchange in the United States, then ATM Owner shall provide
      unaudited financial statements, as soon as available and in any event not
      later than ninety-one (91) days after the end of each fiscal year of ATM
      Owner. ATM Owner shall provide individual tax returns of ATM Owner's
      principles if requested by Elan. ATM Owner agrees to provide to Elan, from
      time to time, such other information regarding the business, operations,
      affairs, and financial condition of ATM Owner as Elan may reasonably
      request, including all documentation supporting employee bonds and
      insurance policies of ATM Manager and ATM
Owner.

            


    

    


    
      	
               
      

            	
              Publicly
      Traded Organizations. If ATM Owner is listed
      on a recognized stock exchange in the United States, Elan shall obtain
      from publicly available sources Form 10-K, as provided by ATM Owner to the
      U.S. Securities and Exchange Commission.. ATM Owner agrees to provide to
      Elan, from time to time, such other information regarding the business,
      operations, affairs, and financial condition of ATM Owner as Elan may
      reasonably request, including all documentation supporting employee bonds
      and insurance policies of ATM Manager and ATM
  Owner.

            


    

    


    
      	
               
      

            	
              M.

            	
              Use
      of Name.  All Parties agree not to refer to any other
      Party directly or indirectly in any promotion or advertisement, any
      metatag, any news release or release to any general or trade publication
      or any other media without the prior written consent of the Party whose
      information is intended to be used, which consent may be withheld at that
      Party's sole and complete
discretion.

            


    

    


    
      	
               
      

            	
              N.

            	
              Signage.  Elan
      or Carrier, as agent for Elan, may post signage on the vaults of the ATMs
      indicating ownership of the
Currency.

            


    

    


    
      	
               
      

            	
              O.

            	
              Severability.  If
      any provision of this Agreement is held to be illegal, invalid or
      unenforceable under present or future laws effective during the Term
      hereof, such provision shall be fully severable; this Agreement shall be
      construed and enforced as if such illegal, invalid or unenforceable
      provision had never comprised a part hereof; and the remaining provisions
      of this Agreement shall remain in full force and effect and shall not be
      affected by the illegal, invalid or unenforceable provision or by its
      severance from this Agreement. Furthermore, in lieu of each such illegal,
      invalid or unenforceable provision, there shall be added automatically as
      a part of this Agreement a provision as similar in terms to such illegal,
      invalid or unenforceable provision as may be possible and be legal, valid
      and enforceable.

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              P.

            	
              Successors.  Subject
      to the foregoing, this Agreement shall be binding upon, and inure to the
      benefit or, the successors and permitted assigns of the Parties
      hereto.

            


    

    


    
      	
               
      

            	
              Q.

            	
              Survival.  Any
      provision of this Agreement that requires performance or grants a benefit
      after termination of the Agreement shall be deemed to survive the
      termination of the Agreement.

            


    

    


    
      	
               
      

            	
              R.

            	
              Entire
      Agreement.  This Agreement and the referenced exhibits,
      attachments and schedules, contains the sole and complete understanding of
      the Parties with respect to the subject matter hereof and supersedes all
      prior agreements relating thereto, whether written or oral, among the
      Parties.

            


    

    


    
      	
               
      

            	
              S.

            	
              Authorization.  No
      Party hereto shall be legally bound hereunder until this Agreement has
      been signed by a duly authorized representative of each Party
      hereto.

            


    

    


    
      	
               
      

            	
              T.

            	
              Exhibits.

            


    

    


    Exhibit A - Currency
Amounts

    


    Exhibit B - Carrier
Services

    


    Exhibit C - Elan Fees
and Charges for ATM Manager

    


    Exhibit D - ATM
Locations

    


    Exhibit E - Elan Fees
and Charges for Carrier


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Parties hereto, by and through their respective duly authorized representatives,
do execute this Agreement as of the year and day first above written by signing
their names in the appropriate place below.

    


    
      
        
          
            
              	
                      ELAN
      FINANCIAL SERVICES

                    	 
      	
                      NATIONWIDE
      MONEY SERVICES

                    
	
                      (“Elan”)

                    	 
      	
                      (“ATM
      Owner”)

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ Stephen E. Gauger

                    	 
      	
                      By:

                    	
                       /s/ George A. McQuain

                    
	
                      Print:

                    	
                      Stephen E. Gauger

                    	 
      	
                      Print:

                    	
                      George A. McQuain

                    
	
                      Title:

                    	
                      Vice President

                    	 
      	
                      Title:

                    	
                       CEO

                    
	
                      Date:

                    	
                      10/14/09

                    	 
      	
                      Date:

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      NATIONWIDE
      MONEY SERVICES

                    	 
      	
                      PENDUM,
      LLC

                    
	
                      (“ATM
      Manager”)

                    	 
      	
                      (“Carrier”)

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ George A. McQuain

                    	 
      	
                      By:

                    	
                      /s/ David Maginsky

                    
	
                      Print:

                    	
                      George A. McQuain

                    	 
      	
                      Print:

                    	
                      David Maginsky

                    
	
                      Title:

                    	
                      CEO

                    	 
      	
                      Title:

                    	
                      SVP and General Counsel

                    
	
                      Date:

                    	 
      	 
      	
                      Date:

                    	
                      10/8/09

                    


            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    CURRENCY
AMOUNTS

    


    
      	
              I.

            	
              CURRENCY
      AMOUNT.  Elan shall
      provide up to forty million U.S. Dollars ($30,000,000.00) in the aggregate
      in Currency to ATM Owner and ATM Manager.  For purposes of
      clarity, if Elan, ATM Owner and ATM Manager enter into other contractual
      relationships, together, with other carriers, the total amount of Currency
      provided to ATM Owner and ATM Manager will not exceed thirty million U.S.
      Dollars ($30,000,000.00).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    CARRIER
DUTIES

    


    
      	
              I. 

            	
              DEFINITIONS.

            


    

    


    The
following definitions apply only to this Exhibit B.

    


    
      	
               
      

            	
              A.

            	
              "ATM
      Balancing Group" means the Elan staff in Minneapolis, Minnesota or Irving,
      Texas that balance each ATM using the dispense activity, load and residual
      amounts. This group will work with Carrier to research and resolve all ATM
      differences.

            


    

    


    
      	
               
      

            	
              B.

            	
              "Cash
      Management Group" means the Elan staff in Minneapolis, Minnesota or
      Irving, Texas that orders currency and discusses any currency matter with
      Carrier. This group serves as an escalation point for
    Carrier.

            


    

    


    
      	
               
      

            	
              C.

            	
              "Distinctively
      and Securely Sealed" means that the container(s) used to hold the currency
      to be transported by Carrier has been closed and fastened with a device
      having a distinguishing mark that can be clearly seen and recognized as
      Elan's (or that of the Federal Reserve or a correspondent bank, if
      applicable) special mark. Said device is attached to the container(s) so
      that the currency is enclosed and firmly fixed therein and said device
      cannot be removed and reapplied to the container(s) without leaving
      visible external evidence of tampering with the
    container(s).

            


    

    


    
      	
               
      

            	
              D.

            	
              "Dual
      Control" means that the services must be performed by i) Carrier's
      representative in the presence of one or more other qualified Carrier
      representatives, or ii) Carrier's representative working at all times
      under video camera surveillance (video camera surveillance shall provide
      full view of all work areas).

            


    

    


    
      	
               
      

            	
              E.

            	
              "Emergency
      Cash ("E-Cash")" means an amount of Currency established by ATM Manager
      and Elan to replenish an ATM that runs out of Currency prior to its
      standard cash balancing day, or to facilitate cash requirements for the
      installation of a new ATM. Elan will determine the amount of Emergency
      Cash to be held by Carrier and/or provide the Carrier with specific
      instructions contained in the most recent version of Elan's E-Cash
      guidelines.

            


    

    


    
      	
               
      

            	
              F.

            	
              “Emergency
      Cash Call” means services provided by Carrier where, upon request by ATM
      Manager or Elan, Carrier will make an unscheduled Replenishment trip to a
      particular Elan ATM. Specific Currency and ATM site locations will vary
      per occurrence. The cost of an Emergency Cash Call will be as established
      in Exhibit E.

            


    

    


    
      	
               
      

            	
              G.

            	
              "Replenishment"
      means replenishment of an ATM with Currency in denominations determined by
      Elan.

            


    

    


    Any other
capitalized terms in this Exhibit B shall have the meaning attributed to such
term in the language of the exhibit, or if no definition appears, the term shall
have the meaning as set forth in the Agreement.

    


    
      	
              II. 

            	
              ATM CASH
      REPLENISHMENT.

            


    

    


    
      	
               
      

            	
              A.

            	
              General. Carrier shall be
      available Sunday through Saturday, including all holidays except Christmas
      Day, to replenish ATMs with Emergency Cash. Specific Replenishment
      requirements are set forth and communicated by Elan Cash Management.
      Carrier must use an armored vehicle and use a minimum of two person crews
      for all Replenishment services.

            


    

    


    
      	
               
      

            	
              B.

            	
              Initial
      Currency Loading of a New ATM Installation shall occur within two (2)
      business days of the date Carrier is notified of the New ATM
      Installation.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              C.

            	
              Property
      in Distinctively and Securely Sealed Shipments. Carrier will receive
      currency for replenishing ATMs in Distinctively and Securely Sealed
      Shipments from locations local to Carrier's facility providing service to
      the applicable ATM location, identified by Elan. Carrier will give a
      receipt for currency as evidence that Carrier received the currency.
      Carrier is responsible to safeguard such currency until it is placed in an
      ATM pursuant to this Agreement or until it is returned to Elan's
      designated agent as evidenced by a receipt for such currency from such
      designated agent. If the Shipment bag(s) or container(s) does not appear
      to be sealed, Carrier must not accept said bag(s) or container(s) from
      Elan or its designated agent.

            


    

    


    
      	
               
      

            	
              D.

            	
              Currency
      in Property Shipment.  Carrier may
      obtain currency for replenishing ATMs in a currency shipment from Elan, or
      a third-party source as identified by Elan. Elan requires that all
      currency received by Carrier must be strap counted under Dual Control
      prior to being placed in Carrier's inventory or in an ATM vault. Carrier
      must report any variance in the currency count to Elan's Cash Management
      Group within twenty-four (24) hours of discovery, Carrier may not utilize
      any currency from the Shipment, and Carrier must return the strapped
      currency to Elan in accordance with the Cash Management Group's
      instructions. If no variance exists in the strap count, Carrier shall,
      under Dual Control, consolidate the currency and package it in secured
      cassettes or poly pac bags in amounts specified in Elan's written
      instructions for delivery to the ATM. Carrier shall not be responsible for
      differences within strapped packs of currency which Carrier verifies by
      strap count under Dual Control, it being understood and agreed that in
      handling any such shipment of currency, Carrier's strap count or piece
      count, as applicable, shall be binding and conclusive unless further
      investigation provides convincing evidence
  otherwise.

            


    

    


    
      	
               
      

            	
              E.

            	
              Keys.  ATM
      Manager will provide Carrier with an adequate number of site access keys
      and ATM keys in order to provide timely services under this Agreement for
      replenishment services. Carrier is responsible for securely maintaining
      all keys and keeping them in good working
order.

            


    

    


    
      	
               
      

            	
              F.

            	
              ATM
      Supplies.
      ATM Manager shall provide • Carrier with a necessary reserve of all
      consumable supplies necessary to support the
  ATMs.

            


    

    


    
      	
               
      

            	
              G.

            	
              Emergency
      Cash. Upon
      notification from ATM Manager or Elan, Carrier agrees to replenish an ATM
      with emergency cash with in four (4) hours, plus travel time, of such
      notice.

            


    

    


    
      	
              III. 

            	
              VAULT CASH
      BALANCING.

            


    

    


    
      	
               
      

            	
              A.

            	
              Carrier
      shall not allow any representative of any other entity, to have access to
      the cash contained in the ATMs.

            


    

    


    
      	
               
      

            	
              B.

            	
              Carrier
      shall obtain currency for the ATMs only from the cash vaults designated by
      Elan. The amount of the currency obtained shall be as designated by Elan
      and shall be in accordance with the limits contained in Exhibit
      A.

            


    

    


    
      	
               
      

            	
              C.

            	
              Until
      such time as the currency is transported to the ATMs, Carrier shall store
      currency received from Elan in separate lockers within Carrier's vault. In
      no event shall Carrier co-mingle the currency received from Elan with that
      received from any other financial
institution.

            


    

    


    
      	
               
      

            	
              D.

            	
              Carrier
      shall report all ATM funds held within its vault, including any currency
      that has been pre-loaded into ATM cassettes or sealed bags. ATM cassettes
      and sealed bags shall not be pre- loaded more than one (1) business day
      prior to the scheduled service day.

            


    

    


    
      	
               
      

            	
              E.

            	
              Carrier
      shall notify the Cash Management Group representative at Elan appointed to
      work with Carrier of any vault cash overages and shortages on the day they
      are identified.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              F.

            	
              Carrier
      shall hold unfit currency in inventory of currency and report it as unfit
      currency. When the amount of unfit currency is a full strap by
      denomination, Carrier
      shall contact the Cash Management representative for instructions on where
      to deposit
      or exchange the currency.

            


    

    


    
      	
               
      

            	
              G.

            	
              Carrier
      shall correct any clerical or other error made on a vault or terminal
      activity summary sheet on the date such error is discovered or Carrier is
      informed of the error, whichever comes first. Such corrections must be
      made by completing a new vault or terminal activity summary sheet and
      under no circumstances shall the Carrier revise, backdate, or recreate a
      prior day's vault or terminal activity summary
    sheet.

            


    

    
      	
              IV. 

            	
              ATM
      BALANCING.

            


    

    


    
      	
               
      

            	
              A.

            	
              Carrier
      shall use a cash swap method to perform cash replenishments at all
      ATMs.

            


    

    


    
      	
               
      

            	
              B.

            	
              Carrier
      shall provide Elan with an updated route schedule whenever a change in
      frequency or balancing day is made.

            


    

    


    
      	
               
      

            	
              C.

            	
              Carrier
      shall complete the closeout administrative function at the ATM whenever
      the cash is swapped.

            


    

    


    
      	
               
      

            	
              D.

            	
              Carrier
      shall fine bill count all returned/residual cash from the ATMs and shall
      not mark bills by strap as a method of counting back returned/residual
      cash.

            


    

    


    
      	
               
      

            	
              E.

            	
              Carrier
      shall report returned/residual cash on the business day following
      service.

            


    

    


    
      	
               
      

            	
              F.

            	
              Carrier
      shall handle all overages and shortages of cash as proscribed in Section C
      hereof.

            


    

    


    
      	
               
      

            	
              G.

            	
              Carrier
      shall balance and properly close out every ATM at intervals no greater
      than every twenty-eight (28) days.

            


    

    


    
      	
              V. 

            	
              CASH OVER/SHORT
      POLICY.

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      ATM Balancing Group will identify all cash differences and notify Carrier
      in accordance with Section X.E of the
Agreement.

            


    

    


    
      	
               
      

            	
              B.

            	
              Reimbursement
      of Elan for any shortages shall be accomplished in accordance with Section
      X.D of the Agreement

            


    

    


    
      	
               
      

            	
              C.

            	
              If
      Carrier is swapping cassettes, Carrier shall configure all cash cassettes
      properly to ensure that the correct currency denomination is
      dispensed.

            


    

    


    
      	
               
      

            	
              1.

            	
              In
      the event that Carrier discovers that a cassette is not configured
      properly, configures a cassette incorrectly, or loads the cassettes in an
      ATM improperly, Carrier will perform that corrective activities set forth
      in b.

            


    

    


    
      	
               
      

            	
              2.

            	
              For
      incorrect loading of cassettes as described in a., Carrier shall: i)
      immediately perform a full cash balance on the ATM and correct the
      improper configuration of a cassette or the incorrect loading of cassettes
      in an ATM; ii) immediately notify Elan's ATM Cash Balancing Department and
      ATM Manager via telephone and provide specific information of the error
      that has occurred; and iii) include specifics regarding the error on the
      next business day's vault summary.

            


    

    


    
      	
               
      

            	
              D.

            	
              Cash
      difference caused by a clerical error on the vault or terminal activity
      summary sheet, require Carrier to make a correction on the vault or
      terminal activity summary sheet on the date Carrier discovers or is
      informed of the error.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              E.

            	
              Elan
      will provide Carrier with a notice of a Loss and a claim for reimbursement
      in accordance with the requirements of Section X.E of the Agreement and
      provide the information called for in said Section X.E of the Agreement.
      If requested by Carrier, and to the extent available, Elan and ATM Manager
      will provide Carrier with additional information that is reasonably
      necessary for Carrier to conduct its
  investigation.

            


    

    


    
      	
              VI.

            	
              TIMING REQUIREMENTS
      FOR REPORT VAULT/AMT BALANCING
ACTIVITY.

            


    

    


    
      	
               
      

            	
              A.

            	
              Carrier
      shall use the reporting format and delivery as required by
      Elan.

            


    

    


    
      	
               
      

            	
              B.

            	
              Carrier
      shall provide Elan with a vault summary each business day, including
      business days when Carrier has performed no
  services.

            


    

    


    
      	
               
      

            	
              C.

            	
              Carrier
      shall provide Elan with a terminal activity summary on a daily basis,
      including business days when Carrier has performed no
      services.

            


    

    


    
      	
               
      

            	
              D.

            	
              Carrier
      shall provide the vault summary and terminal activity summary via
      facsimile or email to Elan ATM Cash Management no later than 2:00 p.m.
      Central Time on the business day following the day for which the report
      was prepared.

            


    

    


    
      	
               
      

            	
              E.

            	
              The
      Carrier shall include in the vault summary and terminal summary activity
      reports detail regarding previous cycle
  activity.

            


    

    


    
      	
              VII. 

            	
              ATM SERVICE
      MEETS.

            


    

    


    If ATM
Manager deems that a call necessitates access to the cash or the vault, ATM
Manager must make a request that Carrier meet the ATM Manager at the ATM. All
parties must make best efforts to schedule the meet expeditiously. Carrier
agrees that it will make personnel available for the meet not to exceed four (4)
hours of the request from ATM Manager. The cost of meetings will be detailed in
Exhibit C and
Exhibit E and
will be invoiced to ATM Manager by Elan.

    


    
      	
              VIII. 

            	
              CARRIER PERSONNEL
      REQUIREMENTS.

            


    

    


    
      	
               
      

            	
              A.

            	
              Training.  It is
      Carrier's responsibility to ensure that appropriate training is provided
      to its employees, representatives, agents and other individuals who will
      perform Carrier's obligations set forth in this Agreement and the attached
      exhibits, including but not limited to the ability to recognize and
      escalate to Elan the need for Bio-hazard services to be provided by a
      third party at Elan ATM sites. Carrier represents that the training
      provided meets all guidelines of any insurance requirements. Carrier's
      employees, agents or representatives shall make reasonable efforts to
      comply with Elan's policies and procedures, provided that, Elan has
      provided Carrier with a written copy of such relevant policies and
      procedures, upon Carrier's request.

            


    

    


    
      	
               
      

            	
              B.

            	
              Required
      Criminal Background and Drug Pre-screening
      of Personnel. Carrier
      hereby represents that it conducts, at no additional cost to Elan, the
      Required Pre-screening measures, listed herein below, for all of Carrier's
      agents and employees ("Personnel") assigned to work for Elan. Provided,
      however, that Carrier understands that Carrier shall be solely responsible
      for compliance with all local, state and federal laws and regulations
      applicable to the Required Pre-screening measures and Carrier's
      Personnel.

            


    

    


    
      	
               
      

            	
              1.

            	
              References
      and Employment Verification. Personal and business
      reference checks resulting in reasonable and satisfactory verification of
      previous employment and of periods of non-employment (such as enrollment
      in colleges or universities, etc.);
and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              Drug
      Test.  At a minimum a five panel drug test must be
      conducted within twenty-four (24) hours of informing the specified
      personnel of his/her assignment at Elan or its affiliate. At a minimum,
      the drug test must meet the standards set forth in the attached protocol
      (Attachment 1, "Drug Screening Protocol"). The specified personnel may
      begin work under this Agreement only if the drug test results are
      negative. If the Carrier has conducted the required tests with regard to
      the assigned employee at some point prior to the assignment and, since
      such testing, the employee has been continuously employed by Carrier, the
      requirements set forth in this Section 2.b shall be deemed to have been
      fulfilled by Carrier.

            


    

    


    
      	
               
      

            	
              3.

            	
              Criminal
      Background Check.  At a minimum, the criminal background
      check must include the county or counties listed by Carrier's Personnel as
      current places of residence and employment, and for past places of
      residence and employment for the previous ten (10) years. See the Section,
      Social Security Number Cross Check, below, an expanded criminal background
      check may be required in certain
cases.

            


    

    


    
      	
               
      

            	
              4.

            	
              Social
      Security Number Cross Check. Where the social security number cross
      check results in the discovery of additional (undisclosed) counties, in
      such undisclosed counties, the criminal background check for the
      particular Personnel will include those undisclosed
    counties.

            


    

    


    
      	
               
      

            	
              C.

            	
              Carrier's
      Personnel may not begin work under this Agreement if any of the Required
      Prescreening measures, as set forth above, have not been conducted or if
      the drug test results are positive or if there are disclosed or
      undisclosed criminal convictions, or pretrial diversion, which violate
      FDIC Section 19 guidelines (acts of dishonesty or breach of trust, theft);
      or conviction or pretrial diversion for criminal offences concerning the
      manufacture, sale, distribution of or trafficking in controlled
      substances, to the extent that pretrial diversions are able to be
      considered under state law.

            


    

    


    
      	
               
      

            	
              D.

            	
              If
      the Required Pre-screening measures result in positive drug test results
      and/or discovery/disclosure of any criminal convictions or pretrial
      diversion (other than minor traffic offenses) for any of Carrier's
      Personnel, each of such Personnel shall not begin servicing Elan's ATMs
      unless:

            


    

    


    
      	
               
      

            	
              1.

            	
              Carrier
      forwards the Required Pre-screening results for each of such Personnel to
      Customer's Director of Employment Services, (provided that Carrier shall
      be responsible for forwarding such only in compliance with all applicable
      local, state, and federal laws);
and

            


    

    


    
      	
               
      

            	
              2.

            	
              Elan's
      Director of Employment Services consents specifically and in writing to
      assignment of each of such Personnel to work for Elan under this
      Agreement. Additionally, at Elan's written request, with respect to any
      Carrier Personnel assigned to work for Elan under this Agreement and
      specified in such written request, Carrier shall verify in writing that
      the Required Pre-screening measures were conducted, that the drug test
      results were negative, and that no criminal offenses (other than minor
      traffic offenses) were discovered. Elan acknowledges that to the extent
      Carrier is not subject to the FDIC regulations, Carrier must comply with
      various state laws regarding employment practices. Notwithstanding the
      foregoing, if Carrier's compliance with state law results in Carrier's
      employee failing to satisfy any one or more of the above listed
      pre-screening criteria, Carrier shall not permit such employee to provide
      service to Elan without Elan's advance written
  consent.

            


    

    


    
      	
               
      

            	
              3.

            	
              Subcontractors.  Carrier
      agrees not to contract with any subcontractor or other third person to
      perform, in whole or in part, any of Carrier's obligations hereunder
      without the prior written consent of Elan, which consent or refusal shall
      not be unreasonably delayed. Carrier agrees it will require all
      subcontractors to consent, in writing, to i) perform their services in
      accordance with the terms and conditions and the standards set forth in
      this Agreement, including but not limited to the terms of Section VI,
      Confidentiality, and ii) to defend and indemnify Elan from and against
      actions, suits, proceedings, claims or liability based on their acts and
      omission to the same extent Carrier agrees to defend and indemnify Elan.
      Notwithstanding the foregoing, Carrier agrees to be responsible to Elan
      for any breach of this Agreement by a Subcontractor to the same extent
      that Carrier would be responsible to Elan for Carrier's own such breach of
      the Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
              IX. 

            	
              CARRIER
      LIABILITY.

            


    

    


    
      	
               
      

            	
              A.

            	
              Carrier
      shall be liable for Losses from an ATM if such losses result from
      Carrier's actions, or failure to act, including without limitation (a)
      kidnapping or robbery of Carrier employees, (b) negligence or dishonesty
      of Carrier employees, management or owners, or (c) damage to Currency
      cassettes or cartridges caused by
Carrier.

            


    

    


    
      	
               
      

            	
              B.

            	
              Carrier
      shall not be liable for Losses resulting from (a) ATM equipment hardware
      malfunction, (b) currency dispensed due to mistake for fraudulent
      instruction, manually or electronically transmitted to an ATM, (c) access
      to the ATM by a third party which access is not made possible by Carrier,
      or (d) breaking and entering or burglary to the
  ATM.

            


    

    


    
      
        
          
            
              
                	
                        ELAN
      FINANCIAL SERVICES

                      	 
      	
                        NATIONWIDE
      MONEY SERVICES

                      
	
                        (“Elan”)

                      	 
      	
                        (“ATM
      Owner”)

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Stephen Gauger

                      	 
      	
                        By:

                      	
                        /s/ George A. McQuain

                      
	
                        Print:

                      	
                        Stephen Gauger

                      	 
      	
                        Print:

                      	
                        George A. McQuain

                      
	
                        Title:

                      	
                        Vice President

                      	 
      	
                        Title:

                      	
                        CEO

                      
	
                        Date:

                      	
                        10/14/09

                      	 
      	
                        Date:

                      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                        NATIONWIDE
      MONEY SERVICES

                      	 
      	PENDUM,
      LLC
	
                        (“ATM
      Manager”)

                      	 
      	(“Carrier”)
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ George A. McQuain

                      	 
      	
                        By:

                      	
                        /s/ David Maginsky

                      
	
                        Print:

                      	
                        George A. McQuain

                      	 
      	
                        Print:

                      	
                        David Maginsky

                      
	
                        Title:

                      	
                        CEO

                      	 
      	
                        Title:

                      	
                        SVP and General Counsel

                      
	
                        Date:

                      	 
      	 
      	
                        Date:

                      	
                        10/8/09

                      


              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONFIDENTIAL

    


    EXHIBIT
C

    


    FEES AND CHARGES FOR ATM
MANAGER

    


    
      	
              I. 

            	
              CURRENCY
      FEES.

            


    

    


    
      	
               
      

            	
              A.

            	
              ATM
      Owner/Manager will be charged a "Cash Rate", defined as the highest Prime
      Rate as published by The Wall Street
      Journal for the applicable month per the schedule below, for the
      Cash Balance by terminal.

            


    

    


    
      
        
          
            
              
                	
                        Monthly Cash Balance

                      	 	
                        Cash Rate

                      
	 
      	 	 
      
	
                        0 –
      1,000,000

                      	 	
                        Prime
      – 1%

                      
	 
      	 	 
      
	
                        1,000,0001+

                      	 	
                        Prime
      –
1.25%

                      


              

            

          

        

      

    

    


    The cash
rate as quoted above will be applied as a "step rate" and not a "blended rate",
meaning, as the outstanding cash balance moves into a higher rate tier, the rate
will apply to the entire cash balance. For example, a monthly outstanding
balance of $1,875,000 would have a flat rate of Prime minus 25 basis points
applies to the entire balance. Alternatively, a monthly outstanding balance of
$2,875,000 would have a flat rate of Prime minus 50 basis points applies to the
entire outstanding balance.

    


    
      	
               
      

            	
              B.

            	
              The
      "Cash Balance" will be determined by taking the average cash in the
      terminal multiplied by • a Factor of X. The Factor is determined by the
      frequency of cash loads during the course of one month of services. Factor
      Schedule for service frequencies as follows: Every 28 day Service = 1.25;
      Bi-Weekly Service = 1.45; Weekly Service =1.8; Semi-Weekly Service =
      2.55.

            


    

    


    
      
        
          
            
              	
                      Vault Cash valuation
      example:

                       

                      ATM
      is loaded with $10,000 on 1/1, serviced on 1/31 and $2,000 residual cash
      remains in the ATM. The average cash in the terminal is ($10,000 load +
      $2,000 residual) / 2, = to $6,000. $6,000 * 1.25 factor = $7,500 (the Cash
      Balance). For this example, Prime = 7% and the Cash Rate is Prime + 2%, or
      9%.

                    


            

          

        

      

    

     

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Cash
      Balance

                                        	 	$7,500.00
	
                                          Times
      Cash Rate

                                        	 	9.00%
	
                                          Times
      days in the month, Divided by 365 days

                                        	 	
                                          31/365
      (in a 31 day month)

                                        
	 
      	 	 
	
                                          Calculation

                                        	 	$57.33


                                

                              

                            

                          

                        

                      

                    

                  

                
 

            

          

        

      

    

    
      	
              II. 

            	
              CARRIER
      FEES.

            


    

    


    
      
        
          	
                  Weekly
      Cash Replenishment Services

                	
                  $0.00

                
	
                  Every
      Other Week Cash Replenishment Services

                	
                  $0.00

                
	
                  Every
      28 Day Cash Replenishment Services

                	
                  $0.00

                
	
                  Emergency
      Cash Services

                	
                  $0.00
      per hour

                
	
                  Meet
      Services

                	
                  $0.00
      per hour

                


        

      

    

    


    
      	
               
      

            	
              A.

            	
              If
      these fees are $0.00, ATM Manager is paying Carrier directly for Carrier
      Services.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              B.

            	
              Fees
      do not include taxes and
surcharges.

            


    

    


    
      	
              III. 

            	
              OTHER
      FEES.

            


    

    


    
      
        	
                 

                Other Fees

              	 	
                One

                Time

              	 	
                 

                Monthly Recurring

              	 	
                 

                Description

              
	
                 

                Insurance

              	 	
                 

                $2,500
      deductible

              	 	
                 

                $15
      per terminal

              	 	
                 

                “At
      Terminal” insurance – If an ATM is stolen with Currency still present,
      customer is responsible for the first $2,500 of the Currency lost, per ATM
      per occurrence.  Bank is responsible for the remainder of the
      Currency lost.  If the amount lost is less than $2,500, Customer
      is responsible for the loss in its entirety.

                 

              
	
                Cash
      Management

              	 	 
      	 	
                WAIVED

              	 	
                Includes
      prediction, settlement, reconciliation, exception processing, ordering,
      coordination of vendors

                 

              
	
                Full
      Function Cash Management and Monitoring Package

              	 	 
      	 	
                $6.00
      per terminal

              	 	
                Includes
      prediction, settlement, reconciliation, exception processing, ordering
      coordination of vendors and Device Monitoring.

                 

              
	
                Heartbeats

              	 	 
      	 	
                WAIVED
      on all heartbeats per terminal per day

              	 	
                Heartbeat
      transactions must be turned on for monitoring.  Elan agrees to
      waive all fees on heartbeat transactions per terminal per
    day.

              


      

    

    


    
      	
               
      

            	
              A.

            	
              These
      fees are based upon Elan current insurance variables. If these variables
      change, Bank reserves the right to change
rates.

            


    

    


    
      
        
          
            	
                    ELAN
      FINANCIAL SERVICES

                  	 
      	NATIONWIDE
      MONEY SERVICES
	
                    (“Elan”)

                  	 
      	(“ATM
      Manager”)
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Stephen Gauger

                  	 
      	
                    By:

                  	
                    /s/ George A. McQuain

                  
	
                    Print:

                  	
                    Stephen Gauger

                  	 
      	
                    Print:

                  	
                    George A. McQuain

                  
	
                    Title:

                  	
                    Vice President, Authorized
      Signer

                  	 
      	
                    Title:

                  	
                    CEO

                  
	
                    Date:

                  	
                    10/14/09

                  	 
      	
                    Date:

                  	 
      


          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    ATM
LOCATIONS

    


    
      	
              ATM
      ID

            	
              ATM

              OWNER

            	
              LOCATION

              NAME

            	
              ADDRESS

            	
              CITY

            	
              STATE

            	
              ZIP

            	
              MAKE

            


    

    


    
      
        
          	
                  ELAN
      FINANCIAL SERVICES

                	 
      	
                  NATIONWIDE
      MONEY SERVICES

                
	
                  (“Elan”)

                	 
      	
                  (“ATM
      Owner”)

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Stephen Gauger

                	 
      	
                  By:

                	
                  /s/ George A. McQuain

                
	
                  Print:

                	
                  Stephen Gauger

                	 
      	
                  Print:

                	
                  George A. McQuain

                
	
                  Title:

                	
                  Vice President

                	 
      	
                  Title:

                	
                  CEO

                
	
                  Date:

                	
                  10/14/09

                	 
      	
                  Date:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  NATIONWIDE
      MONEY SERVICES

                	 
      	
                  PENDUM,
      LLC

                
	
                  (“ATM
      Manager”)

                	 
      	
                  (“Carrier”)

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/ George A. McQuain

                	 
      	
                  By:

                	
                  /s/ David Maginsky

                
	
                  Print:

                	
                  George A. McQuain

                	 
      	
                  Print:

                	
                  David Maginsky

                
	
                  Title:

                	
                  CEO

                	 
      	
                  Title:

                	
                  SVP and General Counsel

                
	
                  Date:

                	 
      	 
      	
                  Date:

                	
                  10/8/09

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONFIDENTIAL

    


    EXHIBIT
E

    


    ELAN FEES AND CHARGES FOR
CARRIER

    


    
      	
              I. 

            	
              CARRIER
      FEES.

            


    

    


    
      
        
          
            
              
                
                  	
                          Weekly
      Cash Replenishment Services

                        	
                          $0.00

                        
	
                          Every
      Other Week Cash Replenishment Services

                        	
                          $0.00

                        
	
                          Every
      28 Day Cash Replenishment Services

                        	
                          $0.00

                        
	
                          Emergency
      Cash Services

                        	
                          $0.00
      per hour

                        
	
                          Meet
      Services

                        	
                          $0.00
      per
hour

                        


                

              

            

          

        

      

    

    


    x  If this box
is checked, this Exhibit is not applicable as ATM Manager pays fees directly to
Carrier.

    


    **All
fees in this Exhibit are in accordance with Servicing Agreement with U.S. Bank
and Carrier, therefore are left blank in this section**