ATM PLACEMENT AGREEMENT

This Agreement is made and entered into effective, ________2006, between ATM Systems, LLC, a Florida limited liability company, having its principal offices at 2852 20th Ave. North St. Petersburg, Fl 33713, (“Owner”), and _______________________________, a ______________________________________, having offices at ______________________________________________________  _________________________________________________________(“Location”).

In consideration of the mutual covenants herein to be performed and the monies herein reserved to be paid, the undersigned parties agree as follows:

1.	Equipment. Owner owns an automated teller machine and owns or has the right to utilize all software needed for the operation of the ATM.  Location agrees that owner may install, operate, and maintain its ATM (the “Site ATM”) at Location’s premises in an indoor location or locations as mutually agreed, at: _________________________________________(The “Premises”).  Location shall provide such space for the Site ATM as is necessary to enable customers to have unobstructed access to the Site ATM and for maintenance and servicing of the Site ATM.

2.	Availability. Location agrees that the Site ATM shall at all times remain available for use by Location’s customers and employees during Location’s normal business hours for the term of this Agreement. Owner reserves the right to schedule reasonable downtime to accomplish necessary maintenance or system improvements, not to exceed five percent (5%) of available time each calendar month.

3.	Transaction Fees. Owner shall pay Location $______for each surchargeable transaction made on the Location ATM.  For purposes of this Agreement, a transaction is defined as any cash withdrawal made at the Site ATM from a cardholder’s account when a surcharge fee is collected. Owner will disburse payments for transactions on a monthly basis, on or before the 25th day of each calendar month following the calendar month in which the transactions occurred. In the event of a partial first month, payment may be held until the next full month unless more than $25.00 is due to Location. Owner may increase or decrease the amount of the fee payable to Location upon 30 days prior notice upon demonstration of a change in direct transaction costs payable to third party processing providers or a change in transaction fee revenue due to a change in network rule or other law or regulation which affects fees payable to Location ATM owners. 

4.	Transaction Surcharges.  Owner and Location agree that an initial transaction surcharge fee of $ _______ per transaction will be imposed on all transactions on the Site ATM. Owner may increase or decrease the amount of the transaction surcharge fee in its sole discretion.

5.	Installation.  Owner agrees to ship and install the Site ATM. The Site ATM shall be and remain the sole property of Owner. Upon request, Location shall execute and deliver appropriate documentation to put third parties on notice of Owner’s interest in the Location ATM. Owner shall have the right to install appropriate signage at the Premises to advertise the availability of the Location ATM.

6.	Maintenance/Repair. Owner will arrange for necessary servicing and repair of the Site ATM. In the event of any Site ATM failure, damage, or other problem requiring service, repair, replacement, adjustment or maintenance, Location shall promptly notify Owner or a person designated by Owner (in all instances within twenty-four (24) hours of first becoming aware of such failure or problem).  Location will not permit anyone, other than an authorized representative or designee of Owner, to perform any service or repair work on the Site ATM without Owner’s prior written approval.  Owner or its representatives shall at any reasonable time and at all times during business hours have the right to enter into and upon the Premises for the purpose of inspecting, repairing, maintaining, or upgrading the Site ATM and observing its use. Location shall cooperate with the Owner in allowing Owner to perform maintenance, service, parts replacement or repair.  Location shall clean the exterior of the Site ATM on a periodic basis and shall maintain the space surrounding the Site ATM in a safe, neat and orderly condition.

7.	Processing Services.   Owner shall provide data processing services to process all Site ATM transactions. Owner may add, delete, or change Site ATM network affiliations, as it deems appropriate in its discretion. Location agrees to accurately complete all of the necessary documentation reasonably required by Owner or its processor to facilitate the implementation and delivery of such processing, settlement, automated clearinghouse, and other services. Certain electronic monitoring and remote programming services provided by the processor may be offered to Location at an additional cost. The processor may also provide for miscellaneous advertising or similar communication to customers through the Site ATM and may retain revenues from such ancillary functions.

8.	Inventory.   Owner shall keep sufficient amounts of cash in the Site ATM at all times during Location’s normal business hours.  Owner shall replace paper in the Site ATM when necessary.

9.	Phone & Electrical Requirements.  Location shall, at its expense, provide and maintain a dedicated business dial-up telephone line and a dedicated operating electrical power outlet (110v) for the Site ATM.  Both the telephone line and electrical power outlet shall be within two (2) feet of the Site ATM site.   Location shall pay for monthly charges incurred in connection with such telephone line and electric power usage necessary to operate the Site ATM and related signage.

10.	Exclusivity.  Location shall not permit the removal of the Site ATM from the Premises, nor allow the placement of any other Site ATM’s on the Premises (whether inside or out), nor subscribe to any other data processing service for processing Site ATM transactions during the term of this Agreement, except as may be specifically approved by Owner in writing.

11.	Insurance.  Location agrees to protect the Site ATM from damage, loss, theft, or destruction. Unless otherwise agreed in writing, Location shall provide and maintain property insurance against loss, theft, damage, or destruction of the Site ATM in an amount not less than $10,000.00. Location waives any rights of recovery against Owner or its processing providers arising from such loss, theft, damage, or destruction. The insurance policy shall be endorsed to name of Owner as an additional loss payee and shall provide for notification to Owner of cancellation. Location shall provide Owner with evidence of such insurance prior to installation of the Site ATM. Location is solely responsible for providing security against theft at the Premises and Owner shall have no liability to Location in the event of theft or damage. Owner is providing the cash and all cash kept in the Site ATM shall be the property of Owner.  Location shall bear the risk of loss if any cash is stolen or otherwise lost or destroyed. 

12.	Property Ownership or Lease Terms. Location represents and warrants that it is the owner of the Premises or that it holds a lease or option to renew the lease for the Premises of equal or greater length than the initial 5-year term of this Agreement. 

13.	Equipment Relocation. In the event Location transfers or moves its business from the Premises, or if Location sells its business, Location shall notify Owner not less than thirty (30) days prior to any such event. At Owner’s option, this Agreement shall be deemed amended to apply to Location’s new business location for the remaining term of this Agreement. The Site ATM shall be placed in a mutually agreed upon indoor location at the new business location. Location shall pay for de-installation and installation expenses.

14.	Term; Early Termination. This agreement shall be for a term of five (5) year from the date of installation unless amended or terminated by written agreement signed by both Owner and Location or terminated as set forth below. Upon the expiration of the initial term, this Agreement will automatically renew for subsequent additional terms of five (5) year each on the same terms and conditions as provided herein unless canceled by written notice at least ninety (90) days prior to expiration of the term.  Except as provided in paragraph 15 below, in the event of early termination of this Agreement by Client (including the disconnection of the ATM or the failure of Location to keep the ATM in working order), Location agrees that from the nature of the matter it would not be readily ascertainable to determine the actual damage that would result from such a breach of this Agreement by the Location and that it should therefore be presumed that the amount of damage sustained by the Company as a result of a breach would be equal to 50% of the gross surcharge amount for the Site ATM, for the last 30 active days prior to the early termination, multiplied by the number of months remaining in the contract at the time of cancellation.  The term of this Agreement shall be calculated separately for each Location ATM from the date identified as the “effective date” for each individual Client ATM listed in Exhibit “A” hereto, in the event that this Agreement covers multiple Site ATMs.

15.	Termination.  Upon the occurrence of a material breach, and provided that such breach continues uncorrected for thirty (30) days after the giving of written notice of such breach, either party may terminate this Agreement, effective thirty (30) days after giving written notice of intent to terminate.  Owner may terminate this agreement at any time due to inadequate use, damage, destruction, vandalism, or misuse of the Site ATM.  

16.	Expenses:  Owner and Location agree that to defray the expenses incurred by Owner in providing and replenishing the ATM vault monies, Location will not receive any transaction fee from the first 50 transactions in any calendar month as provided in paragraph 3 above.

17.	Confidentiality. Owner and Location agree to regard and preserve as confidential all information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any source or may be developed as a result of this Agreement, (“Confidential Information”).  Each party agrees to hold such Confidential Information in confidence for the other and shall not, except in furtherance of the purposes of this Agreement, use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party, nor disclose such Confidential Information to any person, firm or enterprise, unless authorized by the other party in writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a “need to know” basis only.  Information shall not be considered Confidential Information if it is: (i) already known free of restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of restriction and without breach of this Agreement; (iii) is or becomes publicly available through no wrongful act; or (iv) is independently developed without reference to any Confidential Information of the other party.

18.	NO WARRANTY, CONSEQUENTIAL DAMAGE WAIVER, AND LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LOCATION UNDERSTANDS AND AGREES THAT OWNER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE SITE ATM, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OWNER SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES THAT LOCATION MAY INCUR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE. OWNER’S SOLE LIABILITY TO LOCATION HEREUNDER, EXCEPT AS OTHERWISE PROVIDED, SHALL BE TO REMEDY ANY BREACH OF THIS AGREEMENT IN A TIMELY MANNER. NEITHER PARTY WILL BE LIABLE FOR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IF SUCH FAILURE IS DUE TO ACTS OR EVENTS BEYOND SUCH PARTY’S REASONABLE CONTROL.

19.	General Provisions.

a.	Modifications.  It is understood and agreed that any modifications to the terms and conditions of this Agreement 
		shall require a written amendment agreed to and signed by both parties prior to the effectiveness of such amendment.
b.	Severability.  If any one or more of the provisions contained herein for any reason are held to be invalid, illegal, or unenforceable in any respect, such condition shall not affect any other provision thereof and this Agreement shall be construed as if such condition had never been contained herein.
	c.	Construction. Headings used in this Agreement are used for clarity only and do not constitute substantive matters to be considered in construing the terms of this Agreement.
	d.	Entire Agreement.  This agreement, together with any attachments hereto, constitutes the full and complete understanding between the parties hereto and supersedes all prior understandings, whether written or oral, pertaining to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto.  
	e.	Conflicting Law or Regulation.  Nothing contained herein shall require the commission of any act contrary to an express provision of law, or any rule or regulation of any governmental authority, and if there shall exist any conflict between any provision of this Agreement and any such law, policy, rule or regulation, the latter shall prevail, and the provision or provisions of this Agreement shall be curtailed, limited or eliminated to the extent necessary to remove such conflict; and as so modified this Agreement shall continue in full force and effect.
	f.	Choice Of Law.  This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of Florida applicable to agreements entered into and wholly to be performed therein. Both parties hereby submit to the exclusive jurisdiction of the State and Federal courts located in Hillsborough County, Florida, with respect to any action which any party desires to commence arising out of or in connection with this Agreement or breach or alleged breach of any provision hereof, and further consent and agree to accept service of process outside the State of Florida in any matter submitted to such Court pursuant thereto.
	g.	Facsimile Original.  This Agreement may be executed via facsimile transmission and such facsimile copy will constitute an original copy of this Agreement.
	h.	Waiver.  The failure of either party to enforce any provision of this Agreement, or to seek relief for any breach or failure to comply with any representation, warranty, obligation or duty of a party under this Agreement, shall not waive any right to enforce such provision in the future or to seek relief for any subsequent breach. 
	i.	Not Assignable. Location shall not assign or dispose of any of its rights or obligations under this agreement without prior written consent of Owner. This Agreement is binding on the successors and permitted assigns of the parties.
	j.	Attorneys' Fees and Costs.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.
k.	Notices.  All notices hereunder shall be in writing and shall be deemed given upon personal delivery or upon deposit in the United States mail, first class postage fully prepaid, return receipt requested, addressed to Owner and Location at their respective addresses as listed above. Any party may change its address for notice in accordance with the terms of this paragraph.

[this space intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto, intending to be legally bound thereby, has duly executed and accepted this Agreement as of the day and year first above written.

OWNER - ATM SYSTEMS, LLC.				LOCATION -________________________________

                                                                                		___________________________________________ 

By:                                                                          		By:________________________________________ 

Title:                                                                       		Title:______________________________________