<PAGE>
                                                                   EXHIBIT 10.13


================================================================================


                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                 CARDTRONICS, LP

                                       AND

                                 THOMAS E. UPTON



                                  JUNE 1, 2001


================================================================================
<PAGE>

                                TABLE OF CONTENTS

<Table>
<S>                                                                             <C>
                                    ARTICLE 1
                                   DEFINITIONS

1.1 DEFINITIONS .............................................................    1
1.2 CONSTRUCTION ............................................................    1

                                    ARTICLE 2
                              EMPLOYMENT AND DUTIES

2.1 EMPLOYMENT; EFFECTIVE DATE ..............................................    1
2.2 POSITION ................................................................    1
2.3 DUTIES AND SERVICES .....................................................    1
2.4 DUTY OF LOYALTY .........................................................    2

                                    ARTICLE 3
                    STATED TERM AND TERMINATION OF EMPLOYMENT

3.1 EMPLOYMENT TERM .........................................................    2
3.2 THE COMPANY'S RIGHT TO TERMINATE ........................................    2
3.3 EFFECT OF TERMINATION ...................................................    2

                                    ARTICLE 4
                       COMPENSATION, BONUSES AND BENEFITS

4.1 BASE SALARY .............................................................    3
4.2 BONUSES .................................................................    3
4.3 BENEFITS ................................................................    4

                                    ARTICLE 5
                            PROTECTION OF INFORMATION

5.1 DISCLOSURE TO AND PROPERTY OF THE COMPANY ...............................    4
5.2 DISCLOSURE TO THE EMPLOYEE ..............................................    5
5.3 NO UNAUTHORIZED USE OR DISCLOSURE .......................................    5
5.4 OWNERSHIP BY COMPANY ....................................................    5
5.5 ASSISTANCE BY THE EMPLOYEE ..............................................    6
5.6 REMEDIES ................................................................    6

                                    ARTICLE 6
                        STATEMENTS CONCERNING THE COMPANY

6.1 IN GENERAL ..............................................................    6

                                    ARTICLE 7
                        NON-COMPETITION AFTER TERMINATION

7.1 IN GENERAL ..............................................................    7
</Table>

                              EMPLOYMENT AGREEMENT
                                TABLE OF CONTENTS
                                        i

<PAGE>
<Table>
<S>                                                                             <C>
                                    ARTICLE 8
                                  MISCELLANEOUS

8.1  NOTICES ................................................................     8
8.2  APPLICABLE LAW .........................................................     8
8.3  NO WAIVER ..............................................................     9
8.4  SEVERABILITY ...........................................................     9
8.5  COUNTERPARTS ...........................................................     9
8.6  WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS .....................     9
8.7  HEADINGS ...............................................................     9
8.8  GENDER AND PLURALS .....................................................     9
8.9  ASSIGNMENT .............................................................     9
8.10 AMENDMENT; ENTIRE AGREEMENT ............................................     9
8.11 ARBITRATION ............................................................    10
8.12 EMPLOYEE'S REPRESENTATION ..............................................    10
8.13 OTHER MATTERS ..........................................................    10
</Table>

EXHIBITS:

A - Definitions



                                       ii
<PAGE>
                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered into by and
between Cardtronics, LP, a Delaware limited partnership (the "COMPANY"), and
Thomas E. Upton (the "EMPLOYEE") effective as of June 1, 2001 (the "EFFECTIVE
DATE").

         NOW, THEREFORE, in consideration of the employment by the Company, and
of the compensation and other remuneration to be paid by the Company to the
Employee for such employment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Employee, the
Company and the Employee agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         1.1 DEFINITIONS. In addition to terms defined in the body of this
Agreement, capitalized terms used herein shall have the meanings given to them
in Exhibit A.

         1.2 CONSTRUCTION. Unless the context requires otherwise: (a) references
to Articles and Sections refer to articles and sections of this Agreement; (b)
references to Exhibits and Schedules are to exhibits and schedules attached to
this Agreement, each of which is made a part of this Agreement for all purposes;
and (c) references to money refer to legal currency of the United States of
America.

                                    ARTICLE 2
                              EMPLOYMENT AND DUTIES

         2.1 EMPLOYMENT; EFFECTIVE DATE. Subject to the terms of this Agreement,
the Company agrees to employ the Employee, and the Employee agrees to be
employed by the Company, beginning as of the Effective Date and continuing until
the last day of the Employment Term.

         2.2 POSITION. During the Employment Term, the Employee shall serve as
the Chief Financial Officer of the Company.

         2.3 DUTIES AND SERVICES. The Employee shall perform diligently and to
the best of his abilities the duties and services appertaining to the Employee's
position as provided in Section 2.2, as well as such additional duties and
services appropriate to such position that the Board of Directors of the Company
(the "BOARD") may determine from time to time. The Employee's employment shall
also be subject to the policies maintained and established by the Board, as the
same may be amended from time to time. In furtherance of the foregoing, the
Employee shall devote his full business time, energy and efforts to the business
and affairs of the Company and its Affiliates and shall not engage, directly or
indirectly, in any other business or businesses, whether or not similar to that
of the Company. The foregoing notwithstanding, the parties recognize that the
Employee may engage in passive personal investments and other non-competitive
business activities that do not conflict with the business and affairs of the
Company or its Affiliates or interfere with the Employee's performance of his
duties hereunder.

                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       1
<PAGE>
         2.4 DUTY OF LOYALTY. The Employee acknowledges and agrees that the
Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all
times in the best interests of the Company and its Affiliates and to do no act
that would injure the business, interests or reputation of the Company or any of
its Affiliates. In keeping with these duties, the Employee shall make full
disclosure to the Board of all business opportunities pertaining to the
Company's business and shall not appropriate for the Employee's own benefit any
such business opportunities.

                                    ARTICLE 3
                    STATED TERM AND TERMINATION OF EMPLOYMENT

         3.1 EMPLOYMENT TERM. The term of this Agreement shall commence on the
Effective Date and end on June 1, 2005 (the "STATED TERM") unless earlier
terminated in accordance with this Agreement (such period of employment, as it
may be earlier terminated, being referred to herein as the "EMPLOYMENT TERM").

         3.2 THE COMPANY'S RIGHT TO TERMINATE. Notwithstanding the provisions of
Section 3.1, the Employee's employment shall terminate prior to the expiration
of the Stated Term (a) upon the Employee's death or voluntary resignation or (b)
upon termination by the Company for any of the following reasons:

                  (i) the Employee's becoming incapacitated by accident,
         sickness or other circumstance that renders him Totally Disabled;

                  (ii) for Cause; or

                  (iii) for any reason not described in Section 3.2(a) or
         Sections 3.2(b)(i) or 3.2(b)(ii) ("WITHOUT CAUSE TERMINATION"), and
         the Company shall give Employee 30 days advanced notice of any such
         Without Cause Termination.

         3.3 EFFECT OF TERMINATION

                  (a) If the Employee's employment shall terminate upon the
expiration of the Stated Term or upon the Employee's voluntary resignation or
3.2(b)(ii), then, notwithstanding any other provision herein, all compensation,
bonuses and benefits to the Employee not yet accrued hereunder shall terminate
contemporaneously with the expiration of the Employment Term.

                  (b) If the Employee's employment shall terminate pursuant to
Section 3.2(b)(i) or upon Employee's death, then the Employee shall be entitled
to receive severance pay equal to the Base Salary for the lesser of (A) twelve
months or (B) the number of months remaining in the Stated Term.

                  (c) If the Employee's employment shall terminate pursuant to
Section 3.2(b)(iii), then the Employee shall be entitled to receive severance
pay equal to the Base Salary for the lesser of (A) six months or (B) the number
of months remaining in the Stated Term.



                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       2
<PAGE>

                  (d) All payments due under this Section 3.3 shall be due and
payable in such installments as would have been payable if the Employee had not
been so terminated.

                  (e) In light of the difficulties in estimating the damages for
an early termination of this Agreement, the Company and the Employee hereby
agree that the payments, if any, to be received by the Employee pursuant to this
Section 3.3 shall be received by the Employee as liquidated damages, and the
Employee shall not have any right to any other payment or damages except for
such liquidated damages.

                  (f) The Employee agrees promptly to notify the Company if he
accepts any employment or enters into any service arrangement that provides
Employee with compensation during the time he is receiving payments under this
Section 3.3.

                  (g) The Company may set off any amounts of money, goods or
services owed by the Employee to the Company against any final payments made to
the Employee, as appropriate under applicable state law.

                  (h) In the event the Employment Term is terminated and the
Company is obligated to make payments pursuant to this Section 3.3, the Employee
hereby releases and waives any and all claims against the Company, its
subsidiaries, and their respective officers, directors, employees, agents, or
representatives, stockholders and Affiliates relating to this Agreement and to
his employment and, as a condition to receiving salary continuation or severance
payments, the Employee will enter into and deliver to the Company a separate
release and waiver in a form reasonably satisfactory to the Company to further
evidence such release and waiver.

                  (i) Articles 5, 6, 7 and 8 shall survive and continue to be
binding after the termination of the Employment Term and/or the breach or
termination of this Agreement.

                                    ARTICLE 4
                       COMPENSATION, BONUSES AND BENEFITS

         4.1 BASE SALARY. During the Employment Term, the Company shall pay the
Employee a gross base salary of $12,500 per calendar month (the "BASE SALARY"),
which the Company shall pay to the Employee in equal installments in accordance
with the Company's regular payroll practice for management employees. The
Compensation Committee may, in its sole discretion, increase the Base Salary in
an amount determined by the Compensation Committee in its sole discretion, with
such increase being targeted to be 5% of the previous year's Base Salary.

         4.2 BONUSES. In addition to the Base Salary due under Section 4.1, the
Employee may be eligible for a bonus (a "BONUS") in each fiscal year during the
Employment Term in accordance with and pursuant to the Company's then-current
bonus plan ("BONUS PLAN"). The Bonus Plan will be implemented and administered
by the Compensation Committee of the Board, and any bonuses payable thereunder
shall be based upon a number of factors determined and set by the Compensation
Committee in its sole discretion. Such factors may include, but not


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       3
<PAGE>
be limited to, the achievement by the Company of certain performance objectives,
and the operation of the Company within the budgets approved by the Board.
Subject to achieving the performance standards set by the Compensation
Committee, the targeted Bonus payable to the Employee will be 15% of the
Employee's annual Base Salary, but the ultimate Bonus amount paid to the
Employee, if any, will be determined at the sole discretion of the Compensation
Committee. The Bonus, if any, paid to Employee for any partial year, excluding
the first bonus period, shall be prorated for the actual number of days Employee
is employed by the Company in such year. Notwithstanding any other provision
herein, the Bonus amount payable to the Employee attributable to the Employee's
first bonus period (for the period June 1, 2001 through December 31, 2001) will
not be less than $15,000 provided that the Employee is employed by the Company
during the entirety of such first bonus period pursuant to the terms of this
Agreement.

         4.3 BENEFITS.

                  (a) During the Employment Term, the Employee shall be eligible
for participation in and to receive all benefits under welfare benefit plans,
practices, policies and programs of the Company, including the Company's
medical, dental, disability, and 401K plans as may be in effect from time to
time for other similarly situated employees of the Company. The Employee shall
be entitled to vacations and sick leave in accordance with the Company's
prevailing policy for its executives, with the parties anticipating that the
Employee will receive four weeks paid vacation during each one-year period
commencing on the Effective Date and each anniversary thereof.

                  (b) Contemporaneously with the execution and delivery of this
Agreement, the Company and the Employee have entered into a Stock Option
Agreement pursuant to which the Company has granted the Employee the option to
purchase a number of shares of Common Stock of the Company. Such Stock Option
Agreement (and the stock option plan referenced therein) shall govern the
options granted to the Employee.

                                    ARTICLE 5
                            PROTECTION OF INFORMATION

         5.1 DISCLOSURE TO AND PROPERTY OF THE COMPANY. All information,
designs, ideas, concepts, improvements, product developments, discoveries and
inventions, whether patentable or not, that are conceived, made, developed or
acquired by the Employee, individually or in conjunction with others, during the
Employment Term (whether during business hours or otherwise and whether on the
Company's premises or otherwise) that relate to the Company's or any of its
Affiliates' business, products or services (including, without limitation, all
such information relating to corporate opportunities, research, financial and
sales data, pricing terms, evaluations, opinions, interpretations, acquisitions
prospects, the identity of customers or their requirements, the identity of key
contacts within the customer's organizations or within the organization of
acquisition prospects, or marketing and merchandising techniques, prospective
names and marks) (collectively, "CONFIDENTIAL INFORMATION") shall be disclosed
to the Company and are and shall be the sole and exclusive property of the
Company or its Affiliates. Moreover, all documents, videotapes, written
presentations, brochures, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail,


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       4
<PAGE>

voice mail, electronic databases, maps, drawings, architectural renditions,
models and all other writings or materials of any type embodying any of such
information, ideas, concepts, improvements, discoveries, inventions and other
similar forms of expression (collectively, "WORK PRODUCT") are and shall be the
sole and exclusive property of the Company or its Affiliates. Upon termination
of the Employee's employment by the Company, for any reason, the Employee
promptly shall deliver such Confidential Information and Work Product, and all
copies thereof, to the Company.

         5.2 DISCLOSURE TO THE EMPLOYEE. The Company may disclose to the
Employee, or place the Employee in a position to have access to or develop,
Confidential Information and Work Product of the Company or its Affiliates. The
Employee agrees to preserve and protect the confidentiality of all Confidential
Information or Work Product of the Company or its Affiliates.

         5.3 NO UNAUTHORIZED USE OR DISCLOSURE. The Employee agrees that he will
not, at any time during or after the Employee's employment by the Company, make
any unauthorized disclosure of, and will prevent the removal from the Company
premises of, Confidential Information or Work Product of the Company or its
Affiliates, or make any use thereof, except in the carrying out of the
Employee's responsibilities hereunder. The Employee shall use commercially
reasonable efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and
conditions set forth herein as though each such person or entity was bound
hereby. The Employee shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure thereof is specifically
required by law; provided, however, that in the event disclosure is required by
applicable law, the Employee shall provide the Company with prompt notice of
such requirement prior to making any such disclosure, so that the Company may
seek an appropriate protective order. At the request of the Company, the
Employee agrees to deliver to the Company, at any time during the Employment
Term, or thereafter, all Confidential Information that he may possess or
control. The Employee agrees that all Confidential Information of the Company
(whether now or hereafter existing) conceived, discovered or made by him during
the Employment Term exclusively belongs to the Company (and not to the Employee,
and the Employee will promptly disclose such Confidential Information to the
Company and perform all actions reasonably requested by the Company to establish
and confirm such exclusive ownership. Affiliates of Company shall be third party
beneficiaries of the Employee's obligations under this Section. As a result of
the Employee's employment by Company, the Employee may also from time to time
have access to, or knowledge of, Confidential Information or Work Product of
third parties, such as customers, suppliers, partners, joint venturers, and the
like, of Company and its Affiliates. The Employee also agrees to preserve and
protect the confidentiality of such third party Confidential Information and
Work Product to the same extent, and on the same basis, as Company's
Confidential Information and Work Product.

         5.4 OWNERSHIP BY COMPANY. If, during the Employee's employment by
Company, the Employee creates any work of authorship fixed in any tangible
medium of expression that is the subject matter of copyright (such as
videotapes, written presentations, or acquisitions, computer programs, E-mail,
voice mail, electronic databases, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to Company's business,
products, or services, whether such work is created solely by the Employee or
jointly with others (whether


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       5
<PAGE>

during business hours or otherwise and whether on Company's premises or
otherwise), Company shall be deemed the author of such work if the work is
prepared by the Employee in the scope of the Employee's employment; or, if the
work is not prepared by the Employee within the scope of the Employee's
employment but is specially ordered by Company as a contribution to a collective
work, as a part of a motion picture or other audiovisual work, as a translation,
as a supplementary work, as a compilation, or as an instructional text, then the
work shall be considered to be work made for hire and Company shall be the
author of the work. If such work is neither prepared by the Employee within the
scope of the Employee's employment nor a work specially ordered that is deemed
to be a work made for hire, then the Employee hereby agrees to assign, and by
these presents does assign, to Company all of the Employee's worldwide right,
title, and interest in and to such work and all rights of copyright therein.

         5.5 ASSISTANCE BY THE EMPLOYEE. During the period of the Employee's
employment by the Company and thereafter, the Employee shall assist the Company
and its nominee, at any time, in the protection of the Company's or its
Affiliates' worldwide right, title and interest in and to Work Product and the
execution of all formal assignment documents requested by the Company or its
nominee and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign countries.

         5.6 REMEDIES. The Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 5 by the Employee, and the
Company or its Affiliates shall be entitled to enforce the provisions of this
Article 5 by terminating payments then owing to the Employee under this
Agreement or otherwise and to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article, but shall be in
addition to all remedies available at law or in equity, including the recovery
of damages from the Employee and his agents.

                                    ARTICLE 6
                        STATEMENTS CONCERNING THE COMPANY

         6.1 IN GENERAL. The Employee shall refrain, both during the Employment
Term and thereafter, from publishing any oral or written statements about the
Company, any of its Affiliates or any of such entities' officers, employees and
consultants, agents or representatives that are (a) slanderous, libelous or
defamatory, (b) that disclose Confidential Information about the Company, any of
its Affiliates or any of such entities' business affairs, officers, employees
and consultants, agents or representatives, (c) that constitute an intrusion
into the seclusion or private lives of any officers, employees and consultants,
agents or representatives of the Company or any of its Affiliates, (d) that give
rise to unreasonable publicity about the private lives of any officers,
employees and consultants, agents or representatives of the Company or any of
its Affiliates, (e) that place the Company, any of its Affiliates, or any of
such entities' officers, employees and consultants, agents or representatives in
a false light before the public or (f) that constitute a misappropriation of the
name or likeness of the Company, any of its Affiliates or any of such entities'
officers, employees and consultants, agents or representatives. A violation or
threatened violation of this prohibition may be enjoined by the courts. The
rights afforded the Company and its Affiliates under this provision are in
addition to any and all rights and remedies otherwise afforded by law.


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       6
<PAGE>

                                    ARTICLE 7
                        NON-COMPETITION AFTER TERMINATION

         7.1 IN GENERAL. The Employee agrees that, from the date hereof until 24
months after the end of the Employment Term (the "NON-COMPETE PERIOD"), the
Employee shall not:

                  (a) directly or indirectly participate in the ownership,
management, operation or control of, or be connected as an officer, employee,
partner, director, contractor or otherwise with, or have any financial interest
in or aid or assist anyone else in the conduct of, any business in any of the
business territories in which the Company is presently or from time-to-time
conducting business that either conducts a business similar to that conducted by
the Company or its Affiliates or provides or sells a service or product that is
the same, substantially similar to or otherwise competitive with the products
and services provided or sold by the Company or its Affiliates (a "COMPETITIVE
OPERATION"); provided, however, that this provision shall not preclude the
Employee from owning less than 2% of the equity securities of any publicly held
Competitive Operation so long as the Employee does not serve as an employee,
officer, director or consultant to such business;

                  (b) directly or indirectly, either as principal, agent,
independent contractor, consultant, director, officer, employee, employer,
advisor, stockholder, partner or in any other individual or representative
capacity whatsoever, either for his own benefit or for the benefit of any other
person or entity either (i) hire, contract or solicit, or attempt any of the
foregoing, with respect to hiring any employee of the Company or its Affiliates,
or (ii) induce or otherwise counsel, advise or encourage any employee of the
Company or its Affiliates to leave the employment of the Company or its
Affiliates;

                  (c) directly or indirectly, either as principal, agent,
independent contractor, consultant, director, officer, employee, employer,
advisor, stockholder, partner or in any other individual or representative
capacity whatsoever, either for his own benefit or for the benefit of any other
person or entity call upon, solicit, divert or take away, any customer or vendor
of the Company or its Affiliates with whom the Employee dealt, directly or
indirectly, during his engagement with the Company or its Affiliates, in
connection with a Competitive Operation;

                  (d) call upon any prospective acquisition candidate during or
after Employee's employment with the Company, on the Employee's own behalf or on
behalf of any Competitive Operation, which candidate is a Competitive Operation
or which candidate was, to the Employee's knowledge after due inquiry, either
called upon by the Company or for which the Company or any of its Affiliates
made an acquisition analysis, for the purpose of acquiring such entity; or

                  (e) directly or indirectly participate in the ownership,
management, operation or control of more than 2% of the ownership interest in
any customer, vendor, supplier or lessor of goods and services to the Company
without the written consent of the Board. This restriction shall include any
Family Member of the Employee. Further, the Employee shall, on an annual basis
or from time to time as required by the Company, disclose which entities, if
any, in which they or any Family Member directly or indirectly participate in
the ownership, management, operation or control of, or are connected as an
officer, employee, partner, director or otherwise


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       7
<PAGE>

with, or have any financial interest in or aid or assist anyone else in the
conduct of any business that is a customer, vendor, supplier or lessor of goods,
services or real property to the Company.

                  (f) It is agreed by the parties that the foregoing covenants
in this Article 7 impose a reasonable restraint on the Employee.

                  (g) The covenants in this Article 7 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent that the court deems reasonable,
and the Agreement shall thereby be reformed.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         If to the Company to:      Cardtronics, LP
                                    3000 Hays, Suite 101
                                    Houston, Texas 77082
                                    Attention: Chief Executive Officer

         With a copy to:            Summit Capital Group, LLC
                                    600 Travis, Suite 6110
                                    Houston, Texas 77002
                                    Attention: Mr. Fred Brazelton

         and a copy to:             Vinson & Elkins L.L.P.
                                    1001 Fannin Street, Suite 2300
                                    Houston, Texas 77002
                                    Attention: Mr. Bruce C. Herzog

         If to the Employee to:     Thomas E. Upton
                                    4710 Woods Edge Drive
                                    Richmond, Texas 77469

or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.

         8.2 APPLICABLE LAW. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas.


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       8
<PAGE>
         8.3 NO WAIVER. No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

         8.4 SEVERABILITY. To the extent permitted by applicable law, the
Company and the Employee hereby agree that any term or provision of this
Agreement that renders such term or provision or any other term or provision
hereof invalid or unenforceable in any respect shall be modified to the extent
necessary to avoid rendering such term or provision invalid or unenforceable,
and such modification shall be accomplished in the manner that most nearly
preserves the benefit of the Company and the Employee's bargain hereunder. If a
court of competent jurisdiction determines that any term or provision of this
Agreement is invalid or unenforceable, then the invalidity or unenforceability
of that term or provision shall not affect the validity or enforceability of any
other term or provision of this Agreement, and all other terms or provisions
shall remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in a materially adverse
manner with respect to either party.

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

         8.6 WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS. The Company may
withhold from any benefits and payments made pursuant to this Agreement all
federal, state, city and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to the Company's employees generally.

         8.7 HEADINGS. The section headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.

         8.8 GENDER AND PLURALS. Wherever the context so requires, the masculine
gender includes the feminine or neuter, the singular number includes the plural
and vice-versa, "or" has the inclusive meaning identified with the phrase
"and/or" and "including" has the inclusive meaning frequently identified with
the phrase "but not limited to."

         8.9 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, by merger or otherwise.
Except as provided in the preceding sentence and except that the Company may
assign its rights hereunder to an Affiliate, this Agreement and the rights and
obligations of the parties hereunder are personal and neither this Agreement nor
any right, benefit or obligation of either party hereto shall be subject to
voluntary or involuntary assignment, alienation or transfer, whether by
operation of law or otherwise, without the prior written consent of the other
party.

         8.10 AMENDMENT; ENTIRE AGREEMENT. This Agreement may not be changed
orally but only by an agreement in writing agreed to and signed by both parties.
This Agreement constitutes the entire agreement of the parties with regard to
the subject matter hereof, contains all the covenants, promises,
representations, warranties and agreements between the parties with


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       9
<PAGE>

respect to employment of the Employee by the Company and supersedes any and all
prior agreements, including employment agreements, bonus plans, benefit plans
and other compensation or benefit plans and agreements.

         8.11 ARBITRATION. In the event of any dispute, difference or question
arising between the Company and the Employee in connection with this Agreement
or the discussion, negotiation, drafting or making hereof, or any clause or the
construction thereof, or the rights, duties or liabilities of either party, then
and in every such case, unless the parties agree on the appointment of a single
arbitrator, the matter of difference shall be referred to one arbitrator
appointed by the American Arbitration Association, and the arbitration of such
dispute shall be administered in accordance with the employment rules of the
American Arbitration Association. The arbitrator shall determine the place or
places in Harris County, Texas, where meetings are to be held. The arbitrator
must base his or her decision, with respect to the difference before him or her,
on the contents of this Agreement and the relevant facts, and the decision of
the arbitrator shall be binding on both parties. Nothing herein is or shall be
deemed to preclude the Company's resort to the injunctive relief prescribed in
this Agreement, including any injunctive relief implemented by the arbitrators
pursuant to this Section 8.11.

         8.12 EMPLOYEE'S REPRESENTATION. Except as disclosed, the Employee
hereby warrants and represents to Company that the Employee has carefully
reviewed the Agreement and has consulted with such advisors as the Employee
considers appropriate in connection with this Agreement, and is not subject to
any covenants, agreements or restrictions, including without limitation any
covenants, agreements or restrictions arising out of the Employee's prior
employment that would be breached or violated by the Employee's execution of
this Agreement or by the Employee's performance of his duties hereunder.

         8.13 OTHER MATTERS. Employee agrees and hereby acknowledges that the
obligations owed to the Employee under this Agreement are solely those of the
Company, and that none of the Company's stockholders, directors, officers,
Affiliates, representatives, agents or lenders will have any obligations or
liabilities in respect of this Agreement and the subject matter hereof.

            [The remainder of this page is intentionally left blank]





                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                       10
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above, to be effective as of the Effective Date.

                                    THE COMPANY:

                                    CARDTRONICS, LP



                                    By:    /s/ RALPH H. CLINARD
                                           -------------------------------------
                                    Name:  Ralph H. Clinard
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------



                                    EMPLOYEE:


                                    /s/ THOMAS E. UPTON
                                    --------------------------------------------
                                    Thomas E. Upton


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                                 SIGNATURE PAGE
<PAGE>
                                    EXHIBIT A
                                  DEFINED TERMS


         As used in the Agreement, the following terms shall have the respective
meanings set forth below or set forth in the provision of the Agreement
following such term.

         "AFFILIATE" shall mean, with respect to any other person or entity, any
other person or entity (a) that is directly or indirectly controlled by the
person or entity in question, (b) that directly or indirectly controls the
person or entity in question, or (c) that directly or indirectly is under common
control with the person or entity in question. For purposes of the foregoing
definition, (x) a person or entity controls another entity if it or he directly
or indirectly owns, or has the right to vote, at least 20% of the beneficial
interests in the entity or if through other agreements (e.g., management
agreement) has the right to control the policies of such entity; (y) indirect
control includes control held through one or more tiers of subsidiary or
intervening entities (such as corporations, partnerships, trusts, or limited
liability companies); and (z) "control" includes the ability, directly or
indirectly, to direct the management or policies of such entity, whether through
the ownership of voting rights, pursuant to a contract, or otherwise.

         "AGREEMENT" shall have the meaning ascribed to such term in the
preamble of this Employment Agreement.

         "BASE SALARY" shall have the meaning ascribed to such term in Section
4.1 of this Agreement.

         "ANNUAL BASE SALARY" shall mean the Base Salary multiplied by twelve.

         "BOARD" shall have the meaning ascribed to such term in Section 2.3 of
this Agreement.

         "BONUS" shall have the meaning ascribed to such term in Section 4.2 of
this Agreement.

         "CAUSE" shall mean if the Employee (A) has engaged in gross negligence
or willful misconduct in the performance of the duties required of him
hereunder, (B) has been indicted with respect to a felony offense, (C) has
willfully refused to perform the duties and responsibilities required of him
hereunder, (D) has materially breached any Company policy or code of conduct
established by the Company of which he is aware or should have been aware, (E)
has willfully engaged in conduct that he knows or should know is materially
injurious to the Company or any of its Affiliates or (F) has materially breached
any provision of this Agreement.

         "COMPANY" shall have the meaning ascribed to such term in the preamble
of this Agreement.

         "COMPENSATION COMMITTEE" shall mean a committee formed by the Board for
the purpose of determining compensation levels (including base salary, bonus and
stock options) of key management and officers of the Company; provided, however,
that in the event the Board does not appoint such a committee, the Board shall
be considered the Compensation Committee for purposes of this Agreement.


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                           EXHIBIT A - DEFINED TERMS

                                     Page 1
<PAGE>
         "COMPETITIVE OPERATION" shall have the meaning ascribed to such term in
Section 7.1(a) of this Agreement.

         "CONFIDENTIAL INFORMATION" shall have the meaning ascribed to such term
in Section 5.1 of this Agreement.

         "EFFECTIVE DATE" shall have the meaning ascribed to such term in the
preamble of this Agreement.

         "EMPLOYEE" shall have the meaning ascribed to such term in the preamble
of this Agreement.

         "EMPLOYMENT TERM" shall have the meaning ascribed to such term in
Section 3.1 of the Agreement.

         "FAMILY MEMBER" shall mean any relative or spouse of Employee or any
relative of such spouse, any one of whom has the same home as Employee.

         "NON-COMPETE PERIOD" shall have the meaning ascribed to such term in
Section 7.1 of this Agreement.

         "TOTALLY DISABLED" shall mean failure by the Employee, by reason of
illness, incapacity or other disability, to perform his duties or fulfill his
obligations under this Agreement in the view of the Company and as certified in
writing by a competent medical physician chosen by the Company, for a cumulative
total of 180 days in any 12-month period.

         "WITHOUT CAUSE TERMINATION" shall have the meaning ascribed to such
term in Section 3.2(b)(iii) of this Agreement.

         "WORK PRODUCT" shall have the meaning ascribed to such term in Section
5.1 of this Agreement.


                                 CARDTRONICS, LP
                     EMPLOYMENT AGREEMENT OF THOMAS E. UPTON
                            EXHIBIT A - DEFINED TERMS

                                     Page 2