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                                                                   EXHIBIT 10.11

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is
entered into by and between Cardtronics, LP., a Delaware limited partnership
(the "Company"), and Jack M. Antonini (the "Employee") as of February 4, 2004.

         WHEREAS, the Company and the Employee have heretofore entered into that
certain Employment Agreement dated as of January 20, 2003 (the "Employment
Agreement"); and

         WHEREAS, the Company and the Employee desire to amend the Employment
Agreement in certain respects;

         NOW, THEREFORE, in consideration of the premises set forth above and
the mutual agreements set forth herein, the Company and the Employee hereby
agree, effective as of the date first set forth above, that the Employment
Agreement shall be amended as hereafter provided:

         1.       The second sentence of Section 2.2 of the Employment Agreement
shall be deleted in its entirety.

         2.       Exhibit B to the Employment Agreement and the second and third
sentences of Section 4.3(c) of the Employment Agreement shall be deleted in
their entirety.

         3.       The definition of the term "Change of Control" in Exhibit A to
the Employment Agreement shall be deleted and the following shall be substituted
therefor:

                  ""CHANGE OF CONTROL" means:

                  (a)      prior to the date of an IPO, any transaction or event
         pursuant to which the Summit Investors (as such term is defined in that
         certain Investors Agreement dated as of June 4, 2001, among the Parent
         Company and certain of its stockholders, as the same has been or may be
         amended or restated from time to time) cease to collectively own 50% or
         more of the number of shares of the Parent Company's common stock that
         they own on the date of the First Amendment to this Agreement; and

                  (b)      from and after the date of an IPO, (A) a merger of
         the Parent Company with another entity, a consolidation involving the
         Parent Company, or the sale of all or substantially all of the assets
         of the Parent Company to another entity if, in any such case, (i) the
         holders of equity securities of the Parent Company immediately prior to
         such transaction or event do not beneficially own immediately after
         such transaction or event equity securities of the resulting entity
         entitled to 60% or more of the votes then eligible to be cast in the
         election of directors generally (or comparable governing body) of the
         resulting entity in substantially the same proportions that they owned
         the equity securities of the Parent Company immediately prior to such
         transaction or event or (ii) the persons

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         who were members of the Board of Directors of the Parent Company (the
         "Parent Board") immediately prior to such transaction or event shall
         not constitute at least a majority of the board of directors of the
         resulting entity immediately after such transaction or event, (B) the
         dissolution or liquidation of the Parent Company, (C) when any person
         or entity, including a "group" as contemplated by Section 13(d)(3) of
         the Securities Exchange Act of 1934, as amended, (other than the Summit
         Investors) acquires or gains ownership or control (including, without
         limitation, power to vote) of more than 50% of the combined voting
         power of the outstanding securities of, (i) if the Parent Company has
         not engaged in a merger or consolidation, the Parent Company, or (ii)
         if the Parent Company has engaged in a merger or consolidation, the
         resulting entity, or (D) as a result of or in connection with a
         contested election of directors, the persons who were members of the
         Parent Board immediately before such election shall cease to constitute
         a majority of the Parent Board. For purposes of this subparagraph (b),
         (1) "resulting entity" in the context of a transaction or event that is
         a merger, consolidation or sale of all or substantially all assets
         shall mean the surviving entity (or acquiring entity in the case of an
         asset sale) unless the surviving entity (or acquiring entity in the
         case of an asset sale) is a subsidiary of another entity and the
         holders of common stock of the Parent Company receive capital stock of
         such other entity in such transaction or event, in which event the
         resulting entity shall be such other entity, and (2) subsequent to the
         consummation of a merger or consolidation that does not constitute a
         Change of Control, the term "Parent Company" shall refer to the
         resulting entity and the term "Parent Board" shall refer to the board
         of directors (or comparable governing body) of the resulting entity.

         Notwithstanding the foregoing, in no event shall an IPO constitute a
         Change of Control."

         4.       The following definitions shall be added to Exhibit A of the
Employment Agreement:

                  ""GENERAL PARTNER" means Cardtronics GP, Inc.

                  "IPO" means the initial sale of any class of common stock of
         the Parent Company pursuant to an effective registration statement
         under the Securities Act of 1933, as amended (other than a registration
         statement on Form S-8, Form S-4 or any successor forms).

                  "PARENT COMPANY" means Cardtronics, Inc."

         5.       This First Amendment (a) shall supersede any prior agreement
between the Company and the Employee relating to the subject matter of this
First Amendment and (b) shall be binding upon and inure to the benefit of the
parties hereto and any successors to the Company and all persons lawfully
claiming under the Employee.

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         6.       Except as expressly modified by this First Amendment, the
terms of the Employment Agreement shall remain in full force and effect and are
hereby confirmed and ratified.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
First Amendment as of the date first set forth above.

"EMPLOYEE"                                 "COMPANY"

                                           CARDTRONICS, LP

/s/ JACK M. ANTONINI                       BY: /s/ FRED LUMMIS
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JACK M. ANTONINI                                FRED LUMMIS, CHAIRMAN

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