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                                                                    EXHIBIT 10.5

MAINTENANCE AGREEMENT QSF 9.43-4
SERVICE SALES PROCESS

                                  QUALITY CARE
                                   DIEBOLD(R)

Agreement No:

Commencement Date: October 1, 2002

Initial Term: Year(s) Two Years

                              MAINTENANCE AGREEMENT
                             818 Mulberry Road S.E.
                             Canton, Ohio 44707-3256

NAME OF SUBSCRIBER: CARDTRONICS LP

ADDRESS:            3110 Hayes Road, Suite 300

CITY: Houston     STATE: Texas   ZIP: 77082

This Agreement is made and entered effective as of the date shown above, by and
between Diebold, Incorporated of 818 Mulberry Road S.E., Canton Ohio 44707, an
Ohio corporation (hereinafter `Diebold") and the Subscriber, whose name and
address is set forth above.

         1.       Equipment Schedules

                  No maintenance or other services are ordered by execution of
                  this Agreement alone. For equipment to be covered hereby or
                  services ordered, an Equipment Schedule or similar document
                  shall be completed by Diebold and provided to subscriber. Such
                  Equipment Schedule shall further define the service plan or
                  services being provided. Each such Schedule is deemed a part
                  of this Agreement. In the event of conflict between an
                  Equipment Schedule and the provisions hereof, the provisions
                  of the Equipment Schedule shall control, except with respect
                  to paragraphs 6 and 7 hereof, which shall govern in the event
                  of any conflict with any other provision.

         2.       Service

                  For the fee set forth in a given Equipment Schedule, Diebold
                  will, by its authorized representatives, inspect and maintain
                  in operating condition, the equipment itemized on such
                  Equipment Schedule, or provide such other services as
                  described on the Equipment Schedule. If the service plan
                  described on an

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                  Equipment Schedule includes preventive maintenance, such
                  preventive maintenance which Diebold deems necessary will be
                  provided. Diebold may provide any preventive maintenance at
                  the same time as Diebold is providing other service on the
                  covered equipment. Subscriber shall request service by
                  contacting Diebold.

         3.       Fees

                  The fee for services to be performed hereunder shall be as set
                  forth on the Equipment Schedule, or, with respect to the price
                  for service performed on a "time and material" basis, at
                  Diebold's then current rates therefor.

         4.       Taxes

                  So long as the following described taxes are separately listed
                  on each Diebold invoice submitted hereunder, or the supporting
                  schedule attached thereto, Subscriber shall additionally pay
                  any and all sales, use, excise, gross receipts, value added or
                  other taxes imposed by any federal, state or local
                  governmental authority, associated with Diebold's performance,
                  excluding only taxes based on Diebold's net income or the
                  employment of Diebold's employees.

         5.       Terms of Payment

                  Unless an Equipment Schedule provides otherwise, Subscriber
                  will be invoiced quarterly in advance. All invoices for
                  periodic fees are due prior to the commencement date for the
                  applicable fee period. For Equipment Schedules added
                  subsequent to the date hereof. Diebold may prorate its invoice
                  to provide for a common invoice date for all equipment
                  covered. All invoices for work performed on a time and
                  material basis will be due on a `Net 30 days' basis. All
                  invoices not paid within thirty (30) days of the date due
                  shall bear interest at the rate of one and one-half percent
                  (1-1/2%) per month on the unpaid balance or the highest rate
                  permitted by law, whichever is less. In the event Subscriber
                  fails to pay any invoice when due and Diebold has provided
                  Subscriber three (3) days written notice of such failure,
                  Diebold may, in addition to any other rights and remedies
                  available to Diebold, suspend service under this Agreement and
                  any or all Equipment Schedules until Subscriber's account has
                  no amounts more than thirty (30) days past due.

         6.       Limited/Warranty

                  a.       With respect to services provided for the quarterly
                           fee, Diebold warrants that it will re-perform such
                           services during the hours of coverage set forth in
                           the Equipment Schedule, that prove defective during
                           the term hereof, provided Subscriber notifies Diebold
                           during the term in the same manner as Subscriber
                           otherwise notifies Diebold of the need for service on
                           the covered equipment.

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                  b.       With respect to parts and services provided on a time
                           and material basis, Diebold warrants the same to be
                           free of defects in materials or workmanship for a
                           period of thirty (30) days from the date service was
                           performed or from installation in the case of parts.
                           Subscriber shall notify Diebold within such thirty
                           (30) day period of any claim pursuant hereto.

                  c.       In the event of a breach of the foregoing warranty,
                           the sole liability of Diebold and the sole remedy of
                           Subscriber shall be the repair or replacement of the
                           part, or re-performance of the service, which proved
                           to be defective.

                  d.       EXCEPT FOR THIRD PARTY INJURIES COVERED BY DIEBOLD'S
                           INDEMNITY OBLIGATION SET FORTH IN SECTION 14 BELOW,
                           THE FOREGOING WARRANTY CONSTITUTES THE SOLE LIABILITY
                           OF DIEBOLD AND THE SOLE REMEDY OF SUBSCRIBER FOR
                           DEFECTIVE MATERIALS OR WORKMANSHIP, WHETHER ARISING
                           UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER FORM
                           OF ACTION. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
                           INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
                           FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED
                           HEREFROM.

         7.       LIMITATION OF LIABILITY

                  a.       NOTWITHSTANDING ANY OTHER PROVISION OF THIS
                           AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE:

                           i.       DIEBOLD IS NOT AN INSURER;

                           ii.      THE PAYMENTS PROVIDED FOR HEREIN ARE BASED
                                    SOLELY ON THE VALUE OF THE GOODS AND
                                    SERVICES PROVIDED AND ARE UNRELATED TO THE
                                    VALUE OF SUBSCRIBER'S PROPERTY OR THE
                                    PROPERTY OF OTHERS LOCATED ON SUBSCRIBERS
                                    PREMISES OR WITHIN THE EQUIPMENT;

                           iii.     THE PROVIDING OF SERVICE AND/OR PREVENTIVE
                                    MAINTENANCE DOES NOT GUARANTEE THE CONTINUED
                                    OR UNINTERRUPTED OPERATION OF THE EQUIPMENT;
                                    AND

                           iv.      IN NO EVENT SHALL DIEBOLD BE LIABLE FOR
                                    LOSS, DAMAGE, OR DESTRUCTION OF SUBSCRIBER'S
                                    PROPERTY CAUSED BY BURGLARY, ROBBERY, FIRE,
                                    FLOOD, (UNLESS SUCH BURGLARY OR ROBBERY WAS
                                    PERPETRATED BY A DIEBOLD EMPLOYEE WHILE
                                    PERFORMING SERVICES HEREUNDER OR THE FIRE

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                                    WAS DIRECTLY CAUSED BY DIEBOLD'S ACTIONS AT
                                    THE ATM SITE WHILE PERFORMING SERVICES
                                    HEREUNDER), LOSS OF OR MISDISPENSING OF
                                    FUNDS OR OTHER DOCUMENTS OR ITEMS OF VALUE.
                                    NOR SHALL DIEBOLD BE LIABLE FOR SPECIAL,
                                    INCIDENTAL, INDIRECT OR CONSEQUENTIAL
                                    DAMAGES OF ANY KIND OR NATURE, WHETHER
                                    ARISING UNDER CONTRACT, TORT, STRICT
                                    LIABILITY, OR OTHER FORM OF ACTION, WHETHER
                                    OR NOT DIEBOLD HAS BEEN ADVISED OF THE
                                    POSSIBILITY THEREOF.

                  b.       AS A MATERIAL CONSIDERATION FOR DIEBOLD ENTERING INTO
                           THIS AGREEMENT THE PARTIES AGREE THAT IF,
                           NOTHWITHSTANDING THE FOREGOING LIMITATIONS DIEBOLD
                           HAS ANY LIABILITY TO SUBSCRIBER, SUCH LIABILITY SHALL
                           IN NO EVENT EXCEED THE QUARTERLY FEE SPECIFIED IN THE
                           EQUIPMENT SCHEDULE FOR THE EQUIPMENT OR SERVICE
                           RELATED TO THE EVENT OR FIFTEEN THOUSAND DOLLARS
                           ($15,000.00), WHICHEVER IS GREATER. SUBSCRIBER MAY
                           OBTAIN A GREATER LIMITATION OF LIABILITY, IF DESIRED,
                           BY THE PAYMENT OF AN INCREASED ANNUAL FEE, WHICH
                           SHALL BE NEGOTIATED BY THE PARTIES SUBSEQUENT TO
                           DIEBOLD'S RECEIPT OF SUBSCRIBER'S WRITTEN REQUEST
                           THEREFOR. THIS SUBSECTION (b) SHALL NOT APPLY TO
                           EVENTS COVERED BY SECTION 14.

                  c.       THE PROVISIONS OF THIS SECTION 7 CONSTITUTE AN
                           ALLOCATION OF RISK BETWEEN THE PARTIES AND THE PRICE
                           CHARGED SUBSCRIBER IS BASED ON SUCH ALLOCATION OF
                           RISK.

         8.       Term

                  The term of this Agreement shall be for the initial term set
                  forth above starting on the Commencement Date. This Agreement
                  shall automatically renew for additional terms of one (1) year
                  each unless either Subscriber or Diebold gives notice of
                  cancellation in writing to the other at least sixty (60) days
                  prior to the expiration of the then current term. In the event
                  of any such renewal period, the maintenance fees to be paid by
                  Subscriber during such period shall be as set forth in the
                  Equipment Schedule that is attached hereto and made a part
                  hereof. The provisions of paragraphs 6, 7, 13, and 18 shall
                  survive termination.

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         9.       Exclusions

                  Except as otherwise set forth in the Equipment Schedule, the
                  services to be provided for a quarterly service fee do not
                  include:

                  a.       service required as a result of abuse, misuse,
                           electrical storms, power failures or fluctuations,
                           glass breakage or damage, failure to follow user
                           maintenance and operating instructions, or the
                           failure or results of failure of interconnected
                           equipment not specified on an Equipment Schedule,
                           including, but not limited to, wiring, conduit, or
                           voice or data transmission equipment or facilities;

                  b.       consumable items including, but not limited to, film,
                           audit tapes, ribbons, carrier bodies, light bulbs,
                           customer account cards, envelopes or video cassettes;

                  c.       lockouts or damages caused by war, terrorism, public
                           disorder, fire, water or other liquids, burglary,
                           blasting, mining, settling of foundations, expansion
                           of doors or walls, loss of combinations or by
                           imperfect changing of combinations or time locks;

                  d.       services required because of service, inspection, or
                           tampering with equipment by non-Diebold designated
                           personnel, relocation of equipment, changes to
                           configuration, installation of additional features,
                           options or functions; major overhauls, or
                           refurbishing the equipment;

                  e.       automatic teller machine cassettes or pneumatic tube
                           carriers, unless specified on an Equipment Schedule;

                  f.       the changing of any locks or combinations, or the
                           replacement of keys unless specified on an Equipment
                           Schedule;

                  g.       requested service outside the hours of coverage set
                           forth on the Equipment Schedule, or waiting time in
                           excess of fifteen (15) minutes. If no hours are set
                           forth, coverage shall be from 8:00 a.m. to 5:00 p.m.
                           prevailing local time at the site of the equipment,
                           exclusive of Saturdays, Sundays, or holidays
                           generally observed by state or local governments in
                           the area where the equipment is located; or

                  h.       malfunctions resulting from the use of media,
                           supplies, and/or consumables which are not furnished
                           by Diebold or which do not meet standards set by the
                           manufacturer.

                  If Diebold determines that the service requested by Subscriber
                  is excluded pursuant to the above, and Subscriber requests
                  Diebold to perform such service, the service will be provided
                  pursuant to Section 12 hereof.

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         10.      Parts

                  Unless an Equipment Schedule indicates that parts are
                  included, Subscriber will pay Diebold's then current list
                  price for any replacement parts necessary for the performance
                  of service on equipment. The parts used by Diebold to perform
                  maintenance and repair service hereunder will either be new or
                  equivalent to new. Title to parts shall pass to Subscriber
                  when the same are installed by Diebold. Title to parts that
                  are removed and replaced by Diebold shall vest in Diebold at
                  the time of removal. No title to any computer programs
                  included in parts shall ever pass to Subscriber. With respect
                  to such parts that include computer programs, Diebold grants
                  to Subscriber a personal, nonexclusive right to use such
                  computer programs in conjunction with the equipment while
                  Subscriber is the rightful possessor of the equipment. Such
                  license extends only to the use of the computer programs in
                  conjunction with specific equipment on which the same are
                  installed. Such computer programs are protected by the
                  copyright laws of the United States. Subscriber agrees not to
                  copy, decompose, reverse assemble, reverse engineer, or
                  otherwise modify such computer programs. Computer programs for
                  which a separate charge is normally required by Diebold are
                  licensed only pursuant to a separate license agreement.

         11.      Duties of Subscriber

                  During the term of this Agreement, Subscriber shall at all
                  times provide a suitable operating environment as specified by
                  the manufacturer of the equipment and operate the equipment in
                  accordance with the manufacturer's recommendations. If any
                  equipment covered by an Equipment Schedule has been furnished
                  by other than Diebold or InterBold, Subscriber shall have the
                  ultimate responsibility for obtaining and providing to Diebold
                  any necessary schematic drawings, wiring diagrams, or
                  replacement parts that may be necessary. Subscriber shall
                  provide free, clear and safe access to the equipment.

         12.      Other Services

                  Subscriber may from time to time request that Diebold provide
                  other services not included in the service plan for equipment
                  described on a specific Equipment Schedule, or for which no
                  Equipment Schedule has been completed. Diebold will use
                  reasonable efforts to provide such service at 90% of its then
                  current and standard "time and material" rates or without
                  discount at such other specific time and material rates that
                  the parties may agree upon in writing for the type of service
                  to be performed by Diebold. Any such service shall be subject
                  to the provisions of this Agreement. Subscriber may request
                  service pursuant to this provision by contacting Diebold. In
                  addition, during the initial two year Term of this Agreement,
                  Diebold agrees that at Subscriber's request and for the Triple
                  DES Conversion Fee set forth on Equipment Schedule Number 1,
                  Diebold will make the ATMs covered hereby Triple DES
                  compliant, as the same is required by the Visa, MasterCard
                  and/or Plus Networks. After the expiration of the initial two
                  year Term hereof, the Triple DES Conversion Fee will be
                  subject to adjustment

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                  by Diebold. The Conversion Fee shall only apply to the ATMs
                  listed on Equipment Schedule Number 1. However, the above
                  referenced agreement to make ATMs Triple DES compliant will
                  not apply to (i) any CSP 100 model ATM and/or (ii) any model
                  1063 ATMs that were not originally manufactured and equipped
                  to support Triple DES.

         13.      Termination

                  a.       This Agreement may be terminated by a party without
                           liability as follows:

                           i.       upon a material breach hereof by the other
                                    party if such other party has failed to
                                    correct, or commence to correct, such breach
                                    within ten (10) days after notice with
                                    respect to any breach caused by the
                                    non-payment of any invoice and within thirty
                                    (30) days after notice with respect to all
                                    other breaches to such breaching party; or

                           ii.      if the other party makes a general
                                    assignment for the benefit of creditors,
                                    commences voluntarily a petition under
                                    bankruptcy or similar laws or allows an
                                    involuntary petition to continue more than
                                    forty-five (45) days after filling.

                  b.       In addition to the provisions of (a) above and upon
                           at least thirty (30) days notice to Diebold,
                           Subscriber may without the payment of a cancellation
                           fee elect to remove up to but not more than 120 of
                           the ATMs identified on Equipment Schedule No. 1 as a
                           result of any of the following occurrences: (i)
                           cancellation or termination of any agreement between
                           Subscriber and a third party merchant permitting
                           Subscriber to own, operate or manage one or more ATMs
                           at a merchant location (a "Merchant Agreement"); (ii)
                           the assignment, sale or transfer of any Merchant
                           Agreement to any third party; or (iii) the sale of
                           substantially all of the assets of Subscriber to any
                           disinterested and unrelated third party. In all other
                           cases, Subscriber's removal of ATMs from the coverage
                           of this Agreement or the partial or total termination
                           thereof shall result in Subscriber's payment of a
                           cancellation fee equal to three percent (3%) of the
                           annual fee associated with the equipment being
                           removed therefrom for each month or part thereof from
                           the effective date of the removal of such equipment
                           or the cancellation thereof, to the expiration of the
                           then current term of the Agreement, but in no event
                           less than fifteen percent (15%) of such annual fee.
                           Additionally, Diebold may adjust the fee for any
                           equipment remaining based on Diebold's then current
                           standard volume price adjustments. Any special
                           provisions of any Equipment Schedule remaining shall
                           be equitably adjusted. Notwithstanding the above
                           however, Subscriber shall not be required to pay the
                           above referenced cancellation fee if Subscriber does
                           not remove an ATM hereunder solely for the purpose of
                           replacing Diebold as the party providing maintenance
                           services therefore, and provided that at all times
                           during the two year period following the commencement
                           of the term of this Agreement,

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                           Subscriber shall keep not less than 90% of the ATMs
                           covered by this Agreement at the date of the
                           commencement thereof subject to the terms of this
                           Agreement.

         14.      Diebold's Responsibility

                  Diebold will indemnify and hold harmless the Subscriber from
                  any claims made by third parties based on bodily injury to
                  such third persons, or direct damage to their tangible
                  property to the extent caused by the wrongful or negligent
                  acts of Diebold, its officers, directors, agents or employees,
                  which acts occur while Diebold employees are performing
                  service hereunder at the site of the ATM being serviced
                  hereunder. Diebold will be responsible for the theft of
                  Subscriber's funds or property by Diebold employees while they
                  are performing service to a maximum of Seventy-Five Thousand
                  Dollars ($75,000.00); provided, however, as to those locations
                  that are identified at least 30 days prior to any event giving
                  rise to a claim by Subscriber as routinely having more than
                  $  *  of cash in the ATM, this limit will be increased
                  to $200,000.

         15.      Service by Others

                  With respect to any Equipment Schedule covering equipment that
                  is installed, deinstalled, relocated, altered, or serviced by
                  other than Diebold representatives, Diebold may require, as a
                  condition to accepting or continuing the equipment for service
                  coverage, that the Subscriber have Diebold inspect the
                  equipment (pursuant to Section 12) for damage and to assure
                  that all manufacturer-recommended changes have been made and
                  that the equipment is otherwise in good working order.
                  Subscriber shall have Diebold perform any required servicing
                  or repairs recommended by Diebold prior to the acceptance of
                  the equipment for service coverage. Diebold may also require
                  that service be performed pursuant to Section 12 for a
                  specified period of time to assure that the equipment is, in
                  fact, in good working order.

         16.      Delay in Performance

                  Diebold will not be liable for any delay in providing service
                  that is caused by fire or flood, strikes, labor disturbances,
                  riots, war, insurrection, acts of any governmental entity or
                  the public enemy, delays in nonDiebold transportation, delays
                  in procuring materials from third parties, unavailability of
                  fuel or other supplies, or any other cause beyond the
                  reasonable control of Diebold. In the event of such
                  occurrence, Diebold's time for performance shall be equitably
                  adjusted. Currently, the East Coast average cost for a gallon
                  of gasoline is $  *  as measured by the Energy Information
                  Agency at its web page:
                  "http://tonto.eia.doe.gove/oog/inof/gud/gasdiesel.asp".
                  Should the cost for a gallon of gasoline in the "East Coast"
                  category increase more than  *  percent from the price set
                  forth above, the service price shall be equitably increased;
                  provided, however, should at anytime following such an
                  adjustment the cost of fuel decrease to the current $  *
                  average price or lower and stays at such



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

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                  level for more than 30 days, the service price will be
                  readjusted downward, but in no event to a rate that is less
                  than that originally set forth in this Agreement. Diebold
                  represents that the cost of diesel fuel is not applicable to
                  this Agreement.

         17.      Modification of Agreement

                  Except as provided herein, this Agreement may be modified only
                  by a writing executed by the parties. In the event of the
                  addition or deletion of Equipment from coverage under this
                  Agreement, or other modifications of Equipment Schedule(s)
                  contemplated by this Agreement, Diebold shall provide a new
                  Equipment Schedule or other appropriate notice to subscriber.
                  The provisions of such Equipment Schedule or notice shall be
                  deemed a part of this Agreement unless Subscriber objects to
                  Diebold in writing within thirty (30) days of the issuance of
                  the same.

         18.      General

                  a.       This Agreement and Equipment Schedule(s) constitute
                           the entire agreement between the parties concerning
                           any service provided by Diebold to Subscriber, and no
                           representation, inducement, promises or agreements
                           not embodied herein shall be of any force or effect.
                           Any purchase order or similar document issued by
                           Subscriber shall be deemed issued only for
                           Subscriber's internal administrative convenience and
                           shall not become a part of this Agreement. This
                           Agreement shall be binding in accordance with its
                           terms upon the parties hereto and their respective
                           transferees, assigns and successors in interest.
                           Diebold may NOT assign this Agreement to any third
                           party that is not affiliated with Diebold without
                           first obtaining the express written consent of
                           Subscriber, which consent may be withheld for any
                           reason. However, Diebold may assign this Agreement to
                           a wholly owned corporate subsidiary of Diebold
                           without obtaining Subscriber's prior written consent
                           thereto. Further, Diebold may utilize subcontractors
                           to perform services under the terms of this
                           Agreement, provided Diebold follows its standard
                           subcontractor qualification and evaluation policies
                           and requirements. Diebold shall advise Subscriber of
                           any subcontractors to be used by Diebold in
                           connection with services to be performed hereunder
                           and at Subscriber's reasonable request shall not use
                           any subcontractor that Subscriber has good reason to
                           object to. Subscriber further agrees that it will not
                           assign its rights under this Agreement to any
                           unaffiliated third party without first obtaining
                           Diebold's prior written consent thereto. However,
                           Subscriber may assign this Agreement to a wholly
                           owned corporate subsidiary of Subscriber without
                           obtaining Diebold's prior written consent thereto.
                           This Agreement shall be binding upon Subscriber when
                           accepted by an authorized representative of
                           Subscriber, or Subscriber requests service or pays
                           the invoice for such service. Subscriber represents
                           that the person executing this Agreement on behalf of
                           Subscriber has all requisite authority to do so.

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                  b.       No waiver of any right of any party shall be or
                           constitute a waiver of any other right of such party,
                           nor a waiver of any future breach by the other party.

                  c.       Notices to be provided from one party to another
                           shall be deemed sufficient if given in writing and
                           sent by certified mail, postage prepaid, with return
                           receipt requested to the address of such party as
                           reflected herein, or such other address as a party
                           may identify by formal notice to the other party. Any
                           notice so given shall be deemed effective five (5)
                           days after mailing as specified herein.

                  d.       This Agreement shall be governed by and interpreted
                           in accordance with the laws of the State of Ohio,
                           applicable to contract to be performed wholly within
                           such state by residents thereof. Any action arising
                           or resulting, directly or indirectly, from the
                           performance or nonperformance of Diebold shall be
                           brought within four (4) years after the cause of
                           action occurs or be forever barred.

                  e.       If for any reason any provision of this Agreement
                           shall be deemed unenforceable or invalid by a court
                           of competent jurisdiction, such provision shall be
                           deemed modified so as to most closely effectuate the
                           intent thereof in a valid and enforceable manner. The
                           headings and titles contained in this Agreement are
                           included solely for the convenience of the parties
                           and shall not be used in construing the intent of the
                           text hereof.

                  f.       The parties hereto acknowledge that each party has
                           had the opportunity to have this Agreement reviewed
                           by legal counsel and that no presumption shall be
                           applied in favor of or against any party hereto by
                           virtue of the fact that this Agreement may have
                           initially been prepared one of the parties hereto.

SUBSCRIBER ACKNOWLEDGES HAVING READ AND UNDERSTOOD ALL PAGES OF THIS AGREEMENT.

                                 DIEBOLD, INCORPORATED
         (SUBSCRIBER)

By: /s/ Ralph H. Clinard                    By: /s/ Gregory T. Geswein
   -------------------------------------       ---------------------------
         (AUTHORIZED SIGNATURE)                   (AUTHORIZED SIGNATURE)
Printed Name: Ralph H. Clinard              Printed Name: Greg T. Geswein
Title: President/Chief Executive Officer    Title: Senior Vice President and CFO
Date: October 8, 2002                       Date: September 27, 2002

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                  MAINTENANCE AGREEMENT - EQUIPMENT SCHEDULE 1  *



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