<PAGE>

                                                                    EXHIBIT 10.7

                            ATM MAINTENANCE AGREEMENT

         This ATM Maintenance Agreement ("Agreement") is made this 28th day of
February, 2003 by and between EFMARK Service Company of Illinois, Inc., an
Illinois corporation headquartered in Westmont, Illinois ("ESC") and
Cardtronics, LP, a Delaware limited partnership headquartered in Houston, Texas
("Cardtronics").

1.       Agreement.

         1.1.     This Agreement establishes the terms and conditions under
                  which Cardtronics will purchase both first and second line
                  maintenance services for automated teller machines that are
                  either owned, leased, operated, or managed by Cardtronics and
                  are further identified on Schedule A, as may be amended by
                  agreement of the parties from time to time (the "ATMs" or the
                  "ATM Locations"). ESC will provide each ATM Location
                  designated on Schedule A, both First Line Maintenance ("FLM")
                  and Second Line Maintenance ("SLM") as such services are
                  collectively referred to as the "Maintenance Services" and are
                  described on Schedule B -- Scope of Services. During the term
                  of this Agreement, ESC will have the exclusive right to
                  provide the Maintenance Services designated for each such ATM
                  Location; provided, however, Cardtronics may add or remove
                  ATMs from Schedule A without any penalty or increase in
                  Pricing (as defined below) so long as the aggregate number of
                  ATMs listed on Schedule A exceeds  * .

                  1.1.1.   Throughout the term of this Agreement, ESC will
                           utilize Cardtronics as its primary source for all
                           repair parts and components ("Replacement Parts")
                           used in the performance of ESC's duties hereunder. To
                           facilitate an efficient supply of parts to ESC, on a
                           monthly basis Cardtronics will provide ESC a print
                           out of all available Replacement Parts and the per
                           item cost for each. ESC must purchase all Replacement
                           Parts on an `as needed' basis solely from Cardtronics
                           so long as such Replacement Parts are available
                           through Cardtronics; provided, further, however that
                           Cardtronics must provide such Replacement Parts at a
                           price that is not higher than other supply sources.

                  1.1.2.   Cardtronics warrants to ESC that should a Replacement
                           Part prove defective by reason of improper
                           workmanship or materials, Cardtronics will repair or
                           replace the defective Replacement Part with new or
                           factory reconditioned parts without charge for parts
                           or labor for a period of ninety (90) days after the
                           original installation of the Replacement Part. This
                           remedy shall be the exclusive remedy for breach of
                           this warranty. EXCEPT AS OTHERWISE STATED IN THIS
                           AGREEMENT, CARDTRONICS EXPRESSLY DISCLAIMS ANY
                           EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS
                           TO THE REPLACEMENT PARTS, INCLUDING, WITHOUT
                           LIMITATION, ANY IMPLIED WARRANTY OF


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

                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
                           All Replacement Parts will shipped to ESC's facility
                           in Evansville, Wisconsin.

         1.2.     If designated on Schedule A with respect to an individual ATM
                  Location, all requests for Maintenance Service at that ATM
                  Location must in the first instance be directed to a "Help
                  Desk" maintained by Cardtronics at its sole cost and expense.
                  Cardtronics' obligations and the procedures with respect to
                  the operation of the Help Desk are described in Schedule C.

                  1.2.1.   Cardtronics will use its best efforts to resolve
                           service requests at the Help Desk level. It is
                           anticipated that certain FLM requests can be resolved
                           at the Help Desk level without ESC's intervention.

                  1.2.2.   For any service requests that cannot be resolved,
                           Cardtronics will initiate a service request to ESC
                           according to the procedures specified in Schedule C.
                           ESC will have no obligation to respond to requests
                           for service that are not initiated according to those
                           procedures.

                  1.2.3.   Cardtronics will notify ESC within twenty-four (24)
                           hours of any discontinuance of Help Desk operations,
                           whether such discontinuance is expected to be
                           temporary or permanent in nature. Absent ESC's
                           advance written consent, it will be a material breach
                           of this Agreement for Cardtronics to discontinue its
                           Help Desk operations, in which case ESC may at its
                           option immediately terminate this Agreement with
                           respect to some or all of the ATMs in the event that
                           Cardtronics fails to reconstitute the Help Desk
                           within three (3) business days of its discontinuance.

2.       Term and Renewal. The term of this Agreement will be for a period of
         forty-two months, commencing on February 1, 2003 and expiring on July
         31, 2006 (the "Initial Term").

         2.1.     THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR ADDITIONAL ONE (1)
                  YEAR PERIODS, UNLESS A PARTY GIVES THE OTHER WRITTEN NOTICE
                  THAT THIS AGREEMENT IS TO BE TERMINATED AT THE END OF THE
                  CURRENT TERM. SUCH WRITTEN NOTICE MUST BE GIVEN AT LEAST
                  NINETY (90) DAYS PRIOR TO THE END OF THE INITIAL TERM OR ANY
                  RENEWAL TERM.

         2.2.     If any party gives notice of non-renewal, all services
                  provided pursuant to, and all rights and obligations of the
                  parties described in, this Agreement will continue until
                  either the expiration date of the then current term or renewal
                  term or a date mutually agreed upon by the parties. Any
                  Maintenance Services provided after any such expiration date
                  will be provided at the then-current contract rates.

                                        2

<PAGE>

3.       Pricing and Payment.

         3.1.     For each ATM listed on Schedule A, Cardtronics shall pay ESC
                  the sum reflected on Schedule A, exclusive of any sales,
                  excise or use taxes, each month during the Initial Term or any
                  renewal term of this Agreement. In the event that two hundred
                  or more ATMs are added or removed during the course of any
                  month, the monthly charges for those ATMs will be prorated by
                  multiplying the number of days of that month each ATM was
                  installed at the identified location and dividing that sum by
                  the number of days in said month. Except as provided for in
                  the immediate preceding sentence, no monthly charge or credit
                  shall be allowed for ATMs that may be added or dropped during
                  any month, and such changes to Schedule A shall not take
                  effect until the start of the next month. Furthermore, except
                  as may be explicitly provided in this Agreement or in Schedule
                  A, there will be no adjustment to any Pricing, no surcharge or
                  additional cost, nor any add-on fees or extra work charges
                  imposed upon Cardtronics unless it has specifically authorized
                  such in writing.

         3.2.     Consistent with the Pricing set forth in, and the scope of
                  service described in Schedule B, Cardtronics will pay ESC for
                  selected FLM and SLM Services monthly in advance; provided,
                  however, that until ESC has paid the Deferred Payment as
                  defined in the Inventory Purchase Agreement executed by the
                  parties on this same date, Cardtronics shall make its payments
                  in arrears. ESC will invoice Cardtronics for such services
                  thirty (30) days prior to each payment due date. ESC will
                  invoice Cardtronics for Billable Call Maintenance (as defined
                  on Schedule B) as those services are rendered.

         3.3.     All invoices must be paid in full by Cardtronics within thirty
                  (30) days of receipt unless the invoice (or a portion of the
                  invoice) is disputed by Cardtronics. Should an invoice (or
                  portion of the invoice) be disputed by Cardtronics,
                  Cardtronics must notify ESC within thirty (30) days of receipt
                  and make a reasonable effort to resolve the alleged
                  discrepancy.

         3.4.     Any undisputed portion of an invoice must otherwise be paid in
                  full. Notwithstanding the provisions of Section 9 below
                  ("Termination"), ESC may terminate this Agreement upon twenty
                  (20) days written notice for a failure to pay any undisputed
                  invoice, or any undisputed portion of an invoice if
                  Cardtronics fails to pay such undisputed amount prior to the
                  expiration of such twenty (20) day period.

4.       Insurance. ESC will maintain basic comprehensive general liability
         insurance coverage in the minimum amount of $1,000,000.00 per
         occurrence and $2,000,000.00 in the aggregate, automobile liability
         coverage in the minimum amount of $1,000,000.00 combined single limit,
         and umbrella/excess liability coverage in the minimum amount of
         $5,000,000.00. ESC will also maintain in force worker's compensation in
         accordance with the various states in which ESC's employees perform the
         services under this Agreement. Upon Cardtronics' request, ESC will
         provide certificates evidencing such insurance coverages, plus evidence
         of its workers' compensation insurance as required by

                                        3

<PAGE>

         law. All such policies must name Cardtronics as an additional insured,
         and prohibit any cancellation or modification thereof unless
         Cardtronics is provided at least thirty (30) days written notice of
         such intended cancellation or modifications. Each party and each
         party's insurer will waive rights of subrogation against the other
         party and its insurer. Each party agrees to promptly notify the other
         in writing of any claim or loss after any potentially insurable loss is
         discovered. All parties agree to furnish satisfactory and reasonable
         proof of such loss, and to assist (to the extent possible) any
         insurance carrier in recovery of such loss.

5.       Indemnification. Each party will indemnify and defend the other party,
         their officers, employees and agents against and hold them harmless
         from, without limitation, any and all liabilities, injury, death,
         penalties, losses, costs, damages, claims, expenses, attorneys' fees,
         expenses of litigation, suits, judgments, liens and encumbrances
         brought, suffered or incurred by the other party or third parties
         (collectively, "Claims") attributable to the respective acts or
         omissions of such party, their employees, officers, agents or
         subcontractors, while engaged in the performance of their duties under
         this Agreement; excluding however, Claims to the extent that they arise
         directly from the gross negligence or willful misconduct of the other
         party, its officers, employees, or agents. Each party will give prompt
         notice of any such Claim and will reasonably cooperate in the defense
         of such Claim(s).

6.       Losses and Liability.

         6.1.     Except as provided elsewhere in this Agreement, ESC will not
                  be liable for any loss caused by or resulting from:

                  6.1.1.   Any damage or loss caused to an ATM or its contents
                           when due to theft or damage by others who are not a
                           party to this Agreement, except where the loss or
                           damage is the result of the negligent, reckless or
                           intentional acts of ESC, its agents, or its
                           employees.

                  6.1.2.   Any damage or loss to an ATM or its contents where
                           there is evidence of forced entry, except where the
                           loss or damage is the result of the intentional act
                           of ESC, its agents, or its employees.

         6.2.     With regard to any ATM covered hereunder, Cardtronics will
                  immediately furnish ESC a copy of any ATM activity record,
                  including network and alarm records, whenever so requested.

         6.3.     Should an ESC employee, subcontractor or agent take currency
                  from an ATM using keys, combinations or other means of access
                  (including specialized training for the performance of duties
                  under this Agreement), ESC will be liable to Cardtronics for
                  such loss to a maximum dollar value of one hundred thousand
                  dollars ($100,000.00) for each incident at any given ATM;
                  unless Cardtronics has given notice to ESC of a particular ATM
                  identified on Schedule A that routinely contains more than
                  $100,000.00 in cash and said notice has specified the amount
                  of cash routinely loaded in that ATM, whereupon ESC's limit of
                  liability for any

                                        4

<PAGE>

                  such ATM shall be the lesser of (i) $200,000.00, or (ii) the
                  actual cash load. ESC will pay such loss to Cardtronics within
                  thirty (30) days of the date Cardtronics gives ESC written
                  notice of such loss.

         6.4.     Should an ESC employee, subcontractor or agent while
                  performing duties under this Agreement fail to secure any ATM
                  and as a result of such failure the contents of the ATM are
                  removed and taken by a third party, then ESC will be liable to
                  Cardtronics for such lost contents to a maximum dollar amount
                  of one hundred thousand dollars ($100,000.00) for each
                  incident at any ATM; unless Cardtronics has given notice to
                  ESC of a particular ATM identified on Schedule A that
                  routinely contains more than $100,000.00 in cash and said
                  notice has specified the amount of cash routinely loaded in
                  that ATM, whereupon ESC's limit of liability for any such ATM
                  shall be the lesser of (i) $200,000.00, or (ii) the actual
                  cash load. ESC will pay such loss to Cardtronics within thirty
                  (30) days of the date Cardtronics gives ESC written notice of
                  such loss.

         6.5.     ESC will use good faith, commercially reasonable efforts to
                  recover the amounts taken as a result of a third party
                  perpetrating any theft, burglary, or other wrongful removal
                  for which ESC may bear responsibility. Upon payment by ESC of
                  any amounts to Cardtronics under this Section 6, ESC will be
                  subrogated to Cardtronics' rights to the extent of such
                  payment. Should Cardtronics subsequently recover amounts
                  associated with that loss that have been previously reimbursed
                  to Cardtronics by ESC, then Cardtronics must promptly pay such
                  subsequently recovered amounts to ESC.

         6.6.     Each party will cooperate and assist the other with any
                  reasonable requests in the pursuit, investigation, and
                  recovery of losses, and will assign any rights of recovery as
                  may be required.

         6.7.     IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL,
                  PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
                  LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF PROFIT, OR
                  LIABILITY TO THIRD PARTIES, HOWEVER CAUSED, WHETHER BY THE
                  NEGLIGENCE OF SAID PARTY OR OTHERWISE.

         6.8.     Each of the parties hereto recognized that in the event of a
                  breach by one of the parties, the calculation of damages, if
                  any, that may result as a consequence of such breach would be
                  difficult and impractical to determine. Accordingly, the
                  parties hereby stipulate and agree that, save and except for
                  the recovery of attorneys' fees and interest as provided in
                  Section 10.7 below, in the event either party's breach of this
                  Agreement results in the termination hereof, the sole and
                  exclusive remedy, whether in contract, tort or equity, for the
                  non-breaching party shall be the recovery of Liquidated
                  Damages. Liquidated Damages are hereby defined as that sum of
                  money that is equal to: (i) $7.00; (ii) multiplied by the
                  number of ATMs covered hereunder at the time of said breach,
                  (iii) with such product furthered multiplied by the lesser of
                  (a) the number of months remaining in the then current term or
                  (b) 12 months. This Liquidated Damage clause does

                                        5

<PAGE>

                  not release or relieve ESC of any liability that may accrue to
                  it under Sections 6.3 and 6.4 above.

7.       Confidentiality.

         7.1.     The parties acknowledge that by reason of their relationship
                  under this Agreement, they may have access to Confidential
                  Information of the other. As used in this Agreement,
                  "Confidential Information" means the information and materials
                  relating to the other's business, plans, customers, software
                  technology, and marketing strategies that are confidential and
                  of substantial value to the other, which value would be
                  impaired if such information were disclosed to third parties.

         7.2.     Each party agrees that it will not use or disclose
                  Confidential Information other than for the purpose for which
                  it was disclosed by the other. Each party further agrees that
                  (a) it will not use in any way for its own account nor for the
                  account of any third party, nor disclose to any third party,
                  any Confidential Information revealed by the other, and (b) it
                  will take every reasonable precaution to protect the
                  confidentiality of the Confidential Information. Subject to
                  these restrictions, a party may disclose Confidential
                  Information to its employees, agents and subcontractors so
                  long as such information is necessary for those employees,
                  agents and subcontractors to perform their respective jobs or
                  tasks called for in this Agreement. Each party is responsible
                  for ensuring that all of its employees, agents or
                  subcontractors comply with the provisions set forth in this
                  Section 7.

         7.3.     In the event of cancellation, expiration or termination of
                  this Agreement, there will be no use or disclosure by a party
                  of any Confidential Information in its possession, and all
                  confidential materials will be returned to the other or
                  destroyed. Upon any breach or threatened breach of this
                  section, a party will be entitled to injunctive relief, in
                  addition to any other available remedies.

8.       Subcontracting.

         8.1.     ESC cannot assign this Agreement for the purpose of
                  subcontracting its duties and responsibilities without the
                  prior written consent of Cardtronics, which will not be
                  unreasonably withheld, provided however, that Cardtronics may
                  withhold its consent to subcontract duties and
                  responsibilities to a subcontractor who is a competitor of
                  Cardtronics.

         8.2.     Following Cardtronics' approval of any subcontractor and prior
                  to the performance of any work by said subcontractor, Schedule
                  8.2 (list of Approved Subcontractors) shall be amended by the
                  parties hereto. Furthermore, each subcontractor must provide
                  proof of insurance in accordance with the requirements of
                  Section 4 above.

         8.3.     ESC retains full responsibility for the performance of
                  Maintenance Services under this Agreement. The approval of any
                  subcontractor by Cardtronics does not in any way relieve ESC
                  from full responsibility for all acts and negligence of its

                                        6

<PAGE>

                  subcontractors, or of any person, group or organization
                  directly or indirectly employed by such sub-contractor;
                  provided, however, that to the extent Cardtronics has
                  separately contracted with any of those subcontractors for the
                  provision of services other than Maintenance Services, ESC
                  will not be responsible for any failure to provide those other
                  services.

9.       Termination.

         9.1.     In the event a party materially defaults in the performance of
                  any of its duties or obligations, and the default is not
                  substantially cured within thirty (30) days after notice is
                  given to the defaulting party specifying the default, then the
                  party not in default may, by giving notice to the defaulting
                  party, terminate this Agreement for cause.

         9.2.     Any party, in its sole discretion, may immediately terminate
                  this Agreement upon written notice to the other if the other
                  (a) files or there is filed against any of them any
                  bankruptcy, reorganization or other proceeding under any
                  bankruptcy or insolvency law; (b) is unable to pay its debts
                  as they mature; or (c) makes an assignment for the benefit of
                  its creditors.

10.      Miscellaneous.

         10.1.    Entire Agreement. This Agreement, including all schedules and
                  exhibits and other writings referred to herein constitutes the
                  entire agreement of the parties with respect to the subject
                  matter hereof, and supersedes all prior understandings or
                  agreements, written or oral, on this subject. This Agreement
                  may only be altered, amended or superseded by a writing agreed
                  to and signed by the parties.

         10.2.    Interpretation. The language used in this Agreement will be
                  deemed to be the language chosen by the parties to express
                  their mutual intent, and any rule that a contract is to be
                  constructed against the drafter will not apply to this
                  Agreement. The section headings of this Agreement are solely
                  for convenience and will not be considered in its
                  interpretation. Whenever possible, each provision of this
                  Agreement will be interpreted in such a manner as to be
                  effective and valid under applicable law. However, in the
                  event that any term or provision of this Agreement is deemed
                  or held to be invalid, illegal or unenforceable, the remaining
                  terms and provisions of this Agreement will nevertheless
                  continue and be deemed to be in full force and effect.

         10.3.    Survival. Upon the cancellation, expiration or termination of
                  this Agreement, all of the following Sections will survive: 3
                  ("Payment and Pricing"); 5 ("Indemnification"); 6 ("Losses &
                  Liability"); 7 ("Confidentiality"); and 10.5 ("Dispute
                  Resolution"). In addition, any provisions relating to the
                  enforcement of any of the surviving provisions and any
                  remedies available under this Agreement also will survive.

         10.4.    Relationship of the Parties. The relationship of the parties
                  under this Agreement is one of independent contractors, and
                  not one of fiduciaries. Under no

                                        7

<PAGE>

                  circumstances will the relationship between the parties be
                  construed to be that of a joint venture or partners, nor is it
                  intended that the relationship be subject to subchapter K of
                  the Internal Revenue Code. No party will hold itself out as,
                  or be deemed to be, an employee, agent, partner or joint
                  venturer of the other, and each party's authority will be
                  limited to the matters expressly set forth in this Agreement.
                  There are no third-party beneficiaries who are intended to
                  benefit in any way from the terms and provisions of this
                  Agreement.

         10.5.    Dispute Resolution. All disputes arising out of or relating to
                  this Agreement will be settled by arbitration before a sole
                  arbitrator under the then current Commercial Arbitration Rules
                  and, if necessary, the Rules for Emergency Orders of
                  Protection, of the American Arbitration Association. The duty
                  and right to arbitrate will extend to any employee, officer,
                  shareholder, agent or affiliate of the parties.

                  10.5.1.  The choice of law provisions in Section 10.6 will
                           govern the interpretation and enforcement of this
                           Agreement; however, the Federal Arbitration Act will
                           govern issues of arbitrability.

                  10.5.2.  Any arbitration proceeding must be instituted: (a)
                           with respect to any dispute arising out of the
                           collection of any debt owed by a party, within two
                           years after the date of the last payment made or
                           received by the instituting party; and (b) with
                           respect to any other dispute, within two years after
                           the event giving rise the dispute occurred,
                           regardless of whether a party knew of such event.
                           Failure to institute an arbitration proceeding within
                           such a period will constitute an absolute bar and
                           waiver of the institution of any proceedings.

                  10.5.3.  All rights and remedies provided for in this
                           Agreement will be cumulative and in addition to any
                           other rights or remedies the parties may have at law
                           or in equity. Nonetheless, the arbitrator will have
                           no authority to award damages in excess of the
                           limitations and exclusions set forth in this
                           Agreement, or to otherwise grant relief inconsistent
                           with the terms of this Agreement. The decision and
                           award of the arbitrator will be final and binding,
                           and the award so rendered may be entered in any court
                           having appropriate jurisdiction.

         10.6.    Governing Law; Venue. This Agreement will be governed by and
                  construed in accordance with the laws of the State of Texas
                  applicable to agreements made and to be performed entirely
                  within that State, without regard to that State's conflict of
                  law provisions. The exclusive venue for any arbitration or
                  legal proceeding arising out of or relating to this Agreement
                  will be in the county of the party who is not initiating the
                  arbitration, unless otherwise agreed in wilting by the
                  parties. Each party irrevocably waives any objection that it
                  may have at any time to those venues.

                                        8

<PAGE>

         10.7.    Attorneys' Fees; Interest. In the event of any arbitration or
                  litigation between the parties arising out of this Agreement,
                  the arbitrator and/or court will award the prevailing party
                  its costs and reasonable expenses and attorneys' fees
                  resulting from such proceedings in addition to any other
                  relief awarded. The unpaid balance on any undisputed invoice,
                  or any undisputed portion of an invoice, will accrue interest
                  at a rate of one and one-half percent (1.5%) per month.
                  Additionally, should either party present a liquidated Claim
                  to the other party and said party fails to pay said Claim
                  within thirty (30) days of the date presented, the Claim shall
                  accrue interest at a rate of one and one-half percent (1.5%)
                  per month. Notwithstanding any provision in this section or
                  any other section of this Agreement, neither party shall
                  charge nor receive interest at any rate that it higher than
                  the highest rate allowed by applicable state or federal law.

         10.8.    Force Majeure. Unless specifically provided for elsewhere in
                  this Agreement, no party will be liable to the other party for
                  any loss, damage, delay or failure of performance that is
                  attributable to acts of God, armed conflicts, war,
                  insurrection, acts of terrorism or acts committed in
                  furtherance of terrorism, riots, earthquakes, hurricanes,
                  floods, unusually severe weather, conditions or events of
                  nature that cannot be predicted, civil disturbances, power
                  failure, strikes, fire, the acts of any governmental
                  authority, or other causes beyond its reasonable control. A
                  party's performance, together with the other party's
                  reciprocal performance or obligations, will be excused during
                  the pendency of any such event, but that party will take all
                  steps reasonable, practical and necessary to effect prompt
                  resumption of its obligations under this Agreement in full or
                  in part.

         10.9.    Waiver. No failure or delay on the part of either party in
                  exercising any power or right under this Agreement will
                  operate as a waiver, nor will any single or partial exercise
                  of any such power or right preclude any other further exercise
                  thereof or the exercise of the other power or right. No waiver
                  by either party of any provision of this Agreement, or of any
                  breach or default will be effective unless in writing and
                  signed by the party against whom such waiver is to be
                  enforced.

         10.10.   Notices. Any notice that a party wishes or is obligated to
                  give under this Agreement must be in writing and delivered to
                  the intended recipient by (a) hand, (b) United States
                  certified mail, return receipt requested, or (c) a
                  nationally-recognized overnight courier (such as Fed Ex),
                  addressed to each party as follows or to such other address as
                  a party may subsequently designate by notice:

<TABLE>
<S>                                             <C>
IF TO CARDTRONICS:                              IF TO ESC:
         Cardtronics, LP                            Mark E. Hoppe
         3110 Hayes Road, Suite 300                 President
         Houston, Texas 77082-2622                  EFMARK Service Company of Illinois, Inc.
         Attention: Michael H. Clinard,             777 Oakmont Lane, Suite 100
                    Chief Operating Officer         Westmont, Illinois  60559
</TABLE>

                                        9

<PAGE>

<TABLE>
<S>                                             <C>
WITH A COPY TO:                                 WITH A COPY TO:
         Cardtronics, LP                            Frederick W. Stein
         3110 Hayes Road, Suite 300                 Vice President and General Counsel
         Houston, Texas 77082-2622                  EFMARK Service Company of Illinois, Inc.
         Attention: Michael E. Keller,              777 Oakmont Lane, Suite 100
                    General Counsel                 Westmont, Illinois  60559
</TABLE>

Notices will be deemed to have been given or made three (3) Business Days after
deposit in the United States mail or one (1) Business Day after delivery to the
overnight courier service for next-day delivery. For the purpose of this
Agreement, "Business Days" means Monday through Friday, excluding federal
holidays.

         10.11.   Assignments. This Agreement will be binding in accordance with
                  its terms upon the parties and their permitted transferees,
                  assigns and successors in interest. No party will voluntarily
                  or by operation of law assign or transfer this Agreement (or
                  any rights or obligations thereunder) without the express
                  prior written consent of the other, which consent will not be
                  unreasonably withheld. Notwithstanding the foregoing, a party
                  may assign its rights and obligations to an affiliate or a
                  Purchasing Entity without the consent of the other. For the
                  purpose of this Agreement, an "affiliate" means any other
                  entity controlled by, controlling, or under common control of
                  a party. Cardtronics recognizes that ESC will assign certain
                  of its rights and obligations under this Agreement to its
                  affiliate, Premium Armored Services, Inc. For purposes of this
                  Section 10.11, a "Purchasing Entity" shall mean any individual
                  or entity that purchases substantially all of the assets of a
                  party.

         10.12.   Execution. This Agreement may be executed in one or more
                  counterparts, each of which will constitute an original
                  agreement, but will not be enforceable until delivery of the
                  executed counterparts. The parties acknowledge that this
                  agreement may be executed using electronic or facsimile
                  signatures, and that each signature will be legally binding to
                  the same extent as a written signature. Each party waives any
                  legal requirement that this Agreement be embodied, stored or
                  reproduced in tangible media, and agrees that an electronic
                  reproduction will be given the same legal force and effect as
                  a signed writing. Each of the undersigned declares and
                  represents that he or she is competent to execute this
                  instrument and that he or she is duly authorized, and has the
                  full right and authority, to execute this Agreement on behalf
                  of the party for whom he or she is signing.

                                       10

<PAGE>

         IN WITNESS WHEREOF, the parties set their hands and seals as of the day
and year first above written.

CARDTRONICS, LP                                   EFMARK SERVICE COMPANY OF
                                                  ILLINOIS, INC.

By:         /s/ Jack M. Antonini                  By:         /s/ Mark E. Hoppe
            ------------------------------                    ------------------
Print Name: Jack M. Antonini                      Print Name: Mark E. Hoppe
Its:        President / Chief Executive Officer   Its:        President

                                       11

<PAGE>

                                   SCHEDULE A

                             SITE LOCATIONS/PRICING  *


                               Schedule A - Page 1


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

                                   SCHEDULE B

                                SCOPE OF SERVICES

"Maintenance Services" means the First Line Maintenance, Second Line Maintenance
and other services described in this Schedule.

1.       First Line Maintenance ("FLM"). ESC will provide FLM Services for those
         ATMs designated in Schedule A. FLM generally requires no tools or
         service parts, and includes the following:

         1.1.     Clearing of receipt/journal paper jams.

         1.2.     Retrieval and clearing of jammed cards.

         1.3.     Clearing of all currency jams (including fanning money when
                  necessary).

         1.4.     Check supplies for receipt/journal printers and replenish with
                  Cardtronics or merchant-supplied consumables.

         1.5.     In the event of an "electronics journal full" condition, copy
                  the journal to a floppy disk and give same to the merchant.

         1.6.     Respond to media transports that are not functioning properly
                  and clear them of any foreign objects (e.g. jams).

         1.7.     Clean ATM dip, swipe, or motorized card readers (when card
                  reader malfunction is indicated).

         1.8.     Check placement of captured card tray and reposition if
                  necessary.

         1.9.     Visually check ATM during routine ELM visits to verify and
                  perform corrective measures as required on the following:

                  -        Lights functioning properly.

                  -        Proper operation of the card access device.

                  -        General cleanliness of ATM and surrounding area.

                  -        ATM screen is clean.

         1.10.    Perform an invalid pin transaction and if observable within
                  two (2) minutes after service completion, observe a live
                  transaction and verify that all aspects of the ATM are
                  operational.

         1.11.    Extended First Line Services are defined as visits to verify
                  operation and notify Cardtronics of any service issues
                  regarding other third-party service providers. It

                               Schedule B - Page 1
<PAGE>

                  is not ESC's responsibility to repair these issues (except ATM
                  resets and modem resets), but to only report them to
                  Cardtronics. Examples of Extended First Line Service issues
                  are as follows:

                  -        Phone line issues.

                  -        Power issues.

                  -        Network and general non-ATM communication issues.

                  -        Modem resets.

                  -        ATM resets.

                  -        No fault found situations.

                  -        Cash replenisher issues.

                  However, any repeat call to the same site for the same
                  Extended First Line Service within any two (2) day period will
                  be considered a billable call, and Cardtronics will be
                  invoiced accordingly at $90.00 per call to the extent that the
                  on-site time does not exceed ninety (90) minutes. Thereafter,
                  on-site time will be billed at $99.00 per hour.

         1.12.    When an ATM is vandalized, ESC will provide a repair estimate.
                  If Cardtronics decides to utilize ESC for repairs or if the
                  ATM is deemed "totaled" by Cardtronics, then ESC will not
                  charge for the estimate. If another service provider is
                  selected to make the repairs, then the estimate call will be
                  billable at $99.00 per hour (second line technician required).

         1.13.    The service hours and response times for each ATM Location are
                  designated on Schedule A. Response time for the purposes of
                  this Agreement will mean the time taken by ESC to respond to a
                  call, commencing from the time the call is placed to ESC and
                  ending when ESC actually arrives at the ATM Location. For the
                  purposes of determining whether ESC has met this obligation,
                  response times are averaged on a calendar month basis over all
                  of the ATMs listed on Schedule A with identical response
                  times. Response times are measured within service contract
                  hours only. For example, if a call or a given repair cannot be
                  completed by five o'clock p.m. (5:00 p.m.), it will continue
                  the next morning at eight o'clock am. (8:00 a.m.).
                  Notwithstanding the fact that ESC may satisfy the response
                  time based upon a monthly average, ESC will be deemed to be in
                  default of this obligation if during any calendar month period
                  it takes more than forty-eight (48) hours to respond to any
                  ATM.

         1.14.    Cardtronics agrees to cooperate with ESC in good faith to
                  establish mutually acceptable activity monitoring levels and
                  mutually acceptable "I'm Alive" notification frequencies to
                  minimize unnecessary calls.

                               Schedule B - Page 2

<PAGE>

         1.15.    In the event that Maintenance Service calls exceed the
                  Aggregate Call Rate set forth on Schedule A for three (3)
                  consecutive calendar months, both parties agree to
                  cooperatively investigate the situation, and to (i)
                  renegotiate the current monthly contract rate, or (ii) allow
                  ESC to cancel service at individual ATM Locations upon ninety
                  (90) days notice. Aggregate Call Rates for each ATM Location
                  will be assigned by mutual agreement of the parties, and
                  different ATM Locations may be assigned different Aggregate
                  Call Rates.

                  -        To determine whether a given Aggregate Call Rate has
                           been exceeded, calls for Maintenance Service during a
                           calendar month will be grouped according to the
                           assigned Aggregate Call Rate, and then divided by the
                           number of ATMs with that same assigned Aggregate Call
                           Rate.

                  -        By way of example, ATMs "A," "B," and "C" may be
                           assigned Aggregate Call Rates of .6 calls per
                           calendar month, while ATMs "D" and "E" may be
                           assigned Aggregate Call Rates of .8 calls per
                           calendar month. If there is a total of two (2) calls
                           at ATMs "A," "B," and "C" during a given calendar
                           month (resulting in an average of .67 calls per ATM
                           for that month), then the Aggregate Call Rate for
                           those ATMs will have been exceeded. On the other
                           hand, if there is a total of only one Maintenance
                           call at ATMs "D" and "E" during the same calendar
                           month (resulting in an average of .5 calls per ATM
                           for that month), then the Aggregate Call Rate for
                           those ATMs will not have been exceeded.

         1.16.    With respect to any ATM for which ESC has not responded to a
                  service call within any twelve (12) month period, on such ATMs
                  within thirty (30) days of the end of each such twelve (12)
                  month period, ESC will perform a preventative maintenance
                  inspection.

         1.17.    ESC will meet with Cardtronics in Houston, Texas on no less
                  than a quarterly basis to provide operational reviews.
                  Notwithstanding these quarterly meetings, ESC will notify
                  promptly Cardtronics of any ATM operational issues that is
                  known to ESC, including those involving services provided by
                  other vendors at the ATM Locations.

         1.18.    Any service, which at Cardtronics' request, is provided
                  outside the hours of coverage will be billed at a flat rate of
                  $90.00 per call; provided, however, if in the conduct of the
                  service ESC's personnel are required to remain on site for
                  longer than ninety (90) minutes, such call will be billed on
                  an hourly basis at $99.00 per hour.

2.       Second Line Maintenance ("SLM"). ESC will provide SLM Services for
         those ATMs designated in Schedule A. SLM includes remedial maintenance
         and parts replacement.

         2.1.     The service hours and response times for each ATM Location are
                  designated on Schedule A Response time for the purposes of
                  this Agreement will mean the time taken by ESC to respond to a
                  call, commencing from the time the call is placed to

                               Schedule B - Page 3

<PAGE>

                  ESC and ending when ESC actually arrives at the ATM Location.
                  For the purposes of determining whether ESC has met this
                  obligation, response times are averaged on a calendar month
                  basis over all of the ATMs listed on Schedule A with identical
                  response times. Response times are measured within service
                  contract hours only. For example, if a call or a given repair
                  cannot be completed by five o'clock p.m. (5:00 p.m.), it will
                  continue the next morning at eight o'clock a.m. (8:00 a.m.).
                  Notwithstanding the fact that ESC may satisfy the response
                  time based upon a monthly average, ESC will be deemed to be in
                  default of this obligation if during any calendar month period
                  it takes more than forty-eight (48) hours to respond to any
                  ATM.

         2.2.     SLM consists of Remedial Maintenance and Replacement Parts, as
                  described below, necessary to keep the ATM in Good Operating
                  Condition.

                  -        Remedial Maintenance -- Remedial Maintenance consists
                           of those functions required to repair a
                           malfunctioning ATM and return it to Good Operating
                           Condition.

                  -        Replacement Parts -- ESC will install parts on an
                           exchange basis. Installed parts may be new or
                           reconditioned used parts. Replacement parts become
                           the property of the ATM owner. Replaced parts become
                           the property of ESC.

                  -        For the purposes of this Agreement, the term "Good
                           Operating Condition" means conformance to the
                           manufacturer's then-current customer-level
                           documentation.

         2.3.     LIMITED WARRANTY. Replacement Parts (except for supplies,
                  consumables or expendable parts such as ink ribbons and disks)
                  are warranted against defects for a period of ninety (90) days
                  from the time the part is replaced. This warranty is limited
                  exclusively to the part replaced. EXCEPT AS OTHERWISE
                  EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR
                  IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR
                  FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY
                  DISCLAIMED.

3.       Excluded Services. The following items are not covered by this
         Agreement and are billable to Cardtronics on a "per call" basis at
         $99.00 per hour plus parts:

                  -        any service necessary because an ATM is not in Good
                           Operating Condition on the date an ATM is added to
                           Schedule A; provided, however, unless within thirty
                           (30) days of the date an ATM is added to Schedule A,
                           ESC provides written notification that such ATM is
                           not in Good Operating Condition then said ATM will be
                           deemed to be in Good Operating Condition; provided,
                           further, that Cardtronics will not add an ATM to
                           Schedule A unless the ATM has been brought "live" and
                           until that ATM transacts a valid cash withdrawal;

                               Schedule B - Page 4

<PAGE>

                  -        any service which, at Cardtronics' request, is
                           provided outside the hours of coverage or upon
                           arrival at the service location at the scheduled or
                           agreed upon time, ESC's personnel have a waiting time
                           in excess of thirty (30) minutes before either the
                           armored carrier service or the merchant arrives to
                           provide access to the ATM;

                  -        vandalism, or neglect or abuse that is in excess of
                           $250.00 per ATM per occurrence; acts of God, but
                           excepting up to $250.00 per ATM per occurrence in
                           damage caused by lightening strikes;

                  -        damage ordinarily covered by insurance, or resulting
                           from air conditioning or humidity control;

                  -        any service made necessary by the refurbishing,
                           maintenance, or repair of the ATM equipment by
                           non-ESC personnel after the date said ATM is covered
                           by this Agreement;

                  -        any services with respect to software or firmware
                           programming, or any damage to ATM equipment caused by
                           software or firmware programming; provided, however,
                           this exclusion shall not apply to the reloading of
                           encryption keys by a single technician (to the extent
                           allowed and if not allowed, ESC shall bill only for
                           the second technician) or the current software
                           package on any ATM by a single technician; and

                  -        any and all services arising out of legal or network
                           requirements that would involve a change,
                           modification or upgrade in hardware and/or software
                           (e.g., Triple DES and ADA accessibility issues).

                               Schedule B - Page 5

<PAGE>

                                   SCHEDULE C

                           SERVICE REQUEST PROCEDURES

1.       The Help Desk. At its sole expense, Cardtronics Will create and
         maintain a "Help Desk," which will serve as the initial point of
         contact with respect to any requests for Maintenance Services from, or
         with respect to, the ATM Locations for which "Help Desk" services have
         been designated on Schedule A.

         1.1.     The Help Desk will be proactive in problem resolution, will
                  track and manage requests for service, and will determine
                  whether a specific request should be referred to ESC for
                  Maintenance Service.

         1.2.     Cardtronics will staff the Help Desk with an experienced staff
                  of technicians who have the required level of expertise to
                  quickly isolate and address service issues.

         1.3.     The Help Desk's hours of operation will be at least 7:00 a.m.
                  to 7:00 p.m. Central Standard Time.

2.       Procedures for Service Requests. The parties will employ the following
         procedures to address requests for Maintenance Services at the ATM
         Locations:

         2.1.     At its sole expense, Cardtronics will instruct (and/or
                  institute a system such that) each ATM Location initially
                  directs any requests for service to Cardtronics.

         2.2.     Upon receipt of a request for service, Cardtronics will use
                  its best efforts to resolve the service issue. In so doing,
                  Cardtronics will record and maintain a record as to (i) the
                  nature of the reported problem, (ii) what corrective action
                  was discussed, (iii) what corrective action was attempted, and
                  (iv) the results of any attempt(s).

         2.3.     If the Help Desk is unable to resolve a service issue,
                  Cardtronics will report the request for service to ESC via
                  ESC's secure "e-ACCESS" website. ESC will provide Cardtronics
                  with separate documentation, user names and passwords to
                  access the e-ACCESS web site.

         2.4.     To initiate a service request via "e-ACCESS," Cardtronics must
                  enter in the required information, including the following:

                  -        the Terminal Identifier;

                  -        the caller's name and phone number;

                  -        whether the ATM is down;

                  -        the nature of the problem (e.g., card reader
                           problem); and

                               Schedule C - Page 1

<PAGE>

                  -        additional details that may aid ESC in diagnosing and
                           remedying the service issue.

         2.5.     ESC will respond to the service request consistent with
                  Schedule B of this Agreement. Upon ESC's request, Cardtronics'
                  will allow ESC to inspect the records created and maintained
                  by Cardtronics' pursuant to these procedures.

                               Schedule C - Page 2