CASH PROVISIONING AGREEMENT

DEFINITIONS.

A .

“Confidential Information” shall mean information and proprietary materials of a Party as defined more fully in Section VI.

B .

“Currency” means United States legal tender issued in the form of a Federal Reserve Note by the United States Federal Reserve Banks or a United States Note by the United States Treasury Department, owned by Genpass and provided for the use of ATM Owner under the terms and conditions set forth in this Agreement.

C.

“Electronic Lock” shall mean a Kaba Mas Cencon 2000 lock or such other ATM electronic lock as is agreed by the Parties as an equivalent lock.

D .

“Loss,” as used with respect to shall mean the loss of Genpass’s Currency, and costs and expenses of Genpass incidental thereto, resulting from theft, holdup, burglary, extortion, wrongful abstraction from an ATM, fire, destruction, disappearance, defalcation, mysterious disappearance, misappropriation, shortage, and any other type of casualty or loss, whether explained or unexplained .

II.

BAILMENT. This Agreement shall create a bailment relationship between Genpass, as bailor, and ATM Manager, as bailee, for the specific purpose of Genpass’s delivery of Currency to Carrier for use in the ATMs.

A.

AMOUNT OF CURRENCY. The amount of Currency that shall be delivered from time to time in amounts based upon the ATM operational needs, as determined by the volume and frequency of withdrawals from the ATMs documented by Genpass in the ATMs settlement process, up to the total amount outstanding at any point in time as set forth in Exhibit A . At no time will Genpass be obligated to deliver an amount of Currency which, in total, exceeds the amount set forth in Exhibit A (Currency Amounts), unless a greater amount is agreed to in writing by Genpass.

B.

OWNERSHIP OF CURRENCY . Notwithstanding that the Currency may be in the physical possession or custody of someone other than Genpass, including without limitation, the ATMs, the Parties acknowledge and agree that until dispensed from an ATM to a customer of that ATM, the Currency shall be the sole and exclusive property of Genpass and neither ATM Owner, nor ATM Manager, nor Carrier, nor any third party shall have any interest (including without limitation, legal, equitable or security interest) in or to such Currency. In no event will legal title to the Currency pass to ATM Owner, or ATM Manager or Carrier.

ACCEPTANCE OF BAILMENT . From and after delivery of Currency to the ATMs by a carrier selected by ATM Manager and as approved by Genpass, and until the Currency is dispensed from the ATMs to customers of the ATMs and the amount thereof is repaid to Genpass, plus Genpass’s fees and charges, the ATM Owner and the ATM Manager hereby jointly and severally assume all responsibility and bear all risk of loss for the transfer, handling and settlement of the Currency, including without limitation, loss suffered or created by theft, damage, destruction, fraud, dispute resolution or incorrect dispensing. (reference Exhibit C ) ATM Owner and ATM Manager shall jointly and severally indemnify, defend and hold Genpass harmless from any loss, cost or expense incurred by Genpass with regard to the Currency. Carrier and ATM Manager shall indemnify, defend and hold Genpass harmless from any loss incurred by Genpass, but only if such loss is the responsibility of the Carrier as described in Exhibit B, attached hereto and incorporated herein by this reference.

D.

PROCESSING AGREEMENT . The Parties agree that as of the Effective Date hereof, ATM Manager has entered into that certain processing agreement (“Genpass Processing Agreement”) with Genpass that governs Genpass’s processing ATM Owner’s ATMs. Genpass or ATM Owner may terminate this Agreement without penalty in the event the Genpass Processing Agreement is terminated.

E .

TERMINATION RIGHTS. Genpass may, at any time, terminate ATM Manager’s right to hold the Currency under this bailment and take such action necessary to recover the Currency from the ATMs. If Genpass terminates the bailment ATM Manager shall comply with all post termination responsibilities under this Agreement

III.

SERVICE AND ACCESS .

SERVICING THE ATMS. The ATM Manager shall maintain the ATMs, including without limitation, replenishing the transaction receipts and all levels of maintenance for the ATMs. This maintenance shall be accomplished by ATM Manager at a level that, at a minimum, meets the standards of the ATM industry. ATM Manager shall have no access to the ATM vault, the Currency contained in the ATMs, or any form of deposits contained within the ATMs.

B.

ACCESS TO THE CURRENCY . During the term of this Agreement and until Genpass recovers all the Currency, or its equivalent in another payment medium, and all the fees due Genpass, ATM Owner and ATM Manager shall have no access to Genpass’s vault, the vault of the carrier, or to the vault of any ATMs which contain the Currency supplied by Genpass. Only the Carrier shall have access to the Currency during transport and only the Carrier may have access to the Currency contained in the ATMs. Genpass and Carrier may engage in a separate agreement for the provision of services to transport the Currency, provided such agreement does not alter the obligations of each of them under this Agreement and does not alter the liability of either of them to the other Parties to this Agreement in a manner that is inconsistent with the terms of this Agreement, including without limitation the obligations of Carrier contained in Exhibit B (Carrier Services), attached hereto and incorporated herein by this reference. Carrier expressly recognizes and acknowledges the ownership rights of Genpass in and to the Currency that is provided by Genpass for use in the ATMs. Carrier also recognizes and acknowledges the bailment relationship existing between ATM Manager and Genpass with respect to the handling of the Currency.

IV.

TERM AND TERMINATION.

TERM . After a successful pilot,   the term of this Agreement shall be for a period of two (2) years, commencing on the date of the signature of the last Party to sign the Agreement (“Effective Date”). Thereafter, this Agreement shall automatically renew for additional periods of one (1) year (each a “Renewal Term”) unless any Party gives the other Parties written notice of its intent to terminate at least sixty (60) days prior to the end of the initial two year term or any Renewal Term. Provided, however, that this Agreement shall terminate, without penalty to any Party, upon the termination of the Genpass Processing Agreement between Genpass and ATM Manager.

(1 )

Any Party may terminate this Agreement at any time upon written notice to the other Parties in the event of the occurrence of one of the following:

(a)

One of the other Parties (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, (iv) has wound up or liquidated, voluntarily or otherwise, (v) is acquired by another party unrelated to the acquired Party, or (vi) is required to terminate its involvement in the activities covered by the Agreement by order of a court of competent jurisdiction or a regulatory agency which governs the activities of the Party. Notwithstanding the foregoing, Carrier’s merger or consolidation with an affiliate, subsidiary or parent company, shall not constitute an “acquisition” (pursuant to subsection (v) hereinabove) which would allow a Party to give written notice of termination.

(b)

At least one of the other Parties materially defaults in the performance of any of its duties or obligations hereunder, which default shall not be substantially cured within thirty (30) days after notice is given to the defaulting Party specifying the default, then any of the Parties not in default may, by giving notice thereof to the defaulting Party and all the other non-defaulting Parties, terminate this Agreement for cause.

(2)

Genpass may terminate the Agreement immediately and without prior notice upon the occurrence of one of the following:

(a)

An audit conducted by or on behalf of Genpass reveals that Carrier has failed to segregate Genpass’s Currency.

(b)

An unauthorized Party or third party accesses a vault or an ATM and obtains Currency belonging to Genpass.

(3)

Upon termination of this Agreement, ATM Manager shall immediately pay all sums due and owing to Genpass and Carrier, including without limitation, all Currency in the ATMs, which Currency shall be returned to Genpass pursuant to Section X.F. In the event that pursuant to such termination Genpass directs Carrier to remove the Currency from the ATMs, and the ATM Manager or ATM Owner is unwilling or unable to pay the service fees to Carrier for Genpass’ request for the removal of the Currency, then Genpass will pay the service fees to the Carrier for such removal of Currency from the ATMs, and thereafter, at Genpass’ discretion, shall seek reimbursement of such service fees from ATM Manager or ATM Owner.

(4)

ATM Manager can terminate specific sites from this Agreement at its sole discretion, understanding that ATM Manager or ATM Owner may incur separate liabilities for the termination of such sites under any other agreement, which is unrelated to this Agreement.

V.

FEES AND PAYMENT.

A.

FEES.  

B.

SECURITY ACCOUNT.  

VI.

CONFIDENTIAL INFORMATION.

A.

DEFINITION OF CONFIDENTIAL INFORMATION. “Confidential Information” includes both information of a commercial nature and information related to customers of the ATMs. Confidential Information includes, without limitation, the following whether now in existence of hereafter created:

(1)

any information of or about Genpass’s consumer customers of any nature whatsoever, and specifically including without limitation, the fact that someone is a customer or prospective customer of Genpass, all lists of customers, former customers, applicants and prospective customers and all personal or financial information relating to and identified with such persons (“Customer Information”);

(2)

all information marked as "confidential" or similarly marked, or information that the Recipient should, in the exercise of reasonable business judgment, recognize as confidential;

(3)

all business, financial or technical information of the Owner and any of the Owner’s vendors (including, but not limited to account numbers, and software licensed from third parties or owned by the Owner or its affiliates);

(4)

the Owner’s marketing philosophy and objectives, promotions, markets, materials, financial results, technological developments and other similar proprietary information and materials;

(5)

all information protected by rights embodied in copyrights, whether registered or unregistered (including all derivative works), patents or pending patent applications, "know how,” trade secrets, and any other intellectual property rights of the Owner or Owner’s licensors;

(6)

information with respect to employees of Genpass which is non-public, confidential, business related, or proprietary in nature, including, without limitation, names of employees, the employees’ positions within Genpass company, the fact that they are employees of Genpass, contact information for employees, personal employee identification numbers, and any other information released to you regarding employees in the past and in the future; and

(7)

all notes, memoranda, analyses, compilations, studies and other documents, whether prepared by the Owner, the Recipient or others, which contain or otherwise reflect Confidential Information.

B.

Essential Obligation .

(1)

Confidential Information must be held in confidence and disclosed only to those employees or agents whose duties reasonably require access to such information. Recipient must protect the Owner’s Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure or duplication (except as required for backup systems) of such Confidential Information as Recipient uses to protect its own confidential information of a similar nature.

(2)

Because Genpass is a federally-regulated financial institution that must comply with the safeguards for Customer Information contained in the Gramm-Leach-Bliley Act (“GLBA”) and regulations promulgated pursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establish appropriate measures designed to safeguard Customer Information. Specifically, ATM Owner, ATM Manager and Carrier must establish and maintain data security policies and procedures designed to ensure the following:

security and confidentiality of Customer Information;

protection against the unauthorized access or use of Customer Information.

(3)

ATM Owner, ATM Manager and Carrier must permit Genpass to monitor and audit their compliance with this Section during regular business hours upon not less than 48 hours’ notice to the ATM Owner, ATM Manager or Carrier and to provide to Genpass copies of audits and system test results acquired by ATM Owner, ATM Manager and Carrier in relation to the data security policies and procedures designed to meet the requirements set forth above.

C.

Compelled Disclosure . If Recipient is required by a court or governmental agency having proper jurisdiction to disclose any Confidential Information, Recipient must promptly provide to the Owner notice of such request to enable the Owner to seek an appropriate protective order.

D.

Limited Use of Confidential Information and Survival of Obligations. Recipient may use the Confidential Information only as necessary for Recipient’s performance hereunder or pursuant to rights granted herein and for no other purpose. Recipient’s limited right to use the Confidential Information expires upon expiration or termination of this Agreement for any reason. Recipient’s obligations of confidentiality and non-disclosure survive termination or expiration for any reason of this Agreement.

E.

Disposition of Confidential Information.

F.

Disclosure to Third Parties.  If disclosure of Confidential Information to third parties is required or allowed under this Agreement, Recipient must ensure that such third parties have express obligations of confidentiality and non-disclosure substantially similar to Recipient’s obligations hereunder. Liability for damages because of disclosure of Confidential Information by any such third parties must be borne by Recipient.

G.

Exclusions. Except for Customer(s) information, the term "Confidential Information" excludes any portion of such information that Recipient can establish by clear and convincing evidence to have:

been publicly known without breach of this Agreement;

been known by Recipient without any obligation of confidentiality, prior to disclosure of such Confidential Information; or

been received in good faith from a third-party source that to Recipient’s reasonable knowledge rightfully disclosed such information; or

been developed independently by Recipient without reference to the Owner’s Confidential Information.

H.

Remedies . If Recipient or any of its representatives or agents breaches the covenants set forth in this Agreement, irreparable injury may result to the Owner or third parties entrusting Confidential Information to the Owner. Therefore, the Owner’s remedies at law may be inadequate and the Owner shall be entitled to seek an injunction to restrain any continuing breach. Notwithstanding any limitation on Recipient’s liability, the Owner shall further be entitled any other rights and remedies that it may have at law or in equity.

I.

Intrusions/Disclosures. If there is any actual or suspected theft of, accidental disclosure of, loss of, or inability to account for any Confidential Information by a Party or any of its subcontractors (collectively “Disclosure”) or any unauthorized intrusions into a Party’s or any of its subcontractor’s facilities or secure systems which likely affect the security of another Party’s Confidential Information, (collectively “Intrusion”) the Party must immediately i) notify the other Party, ii) estimate the Disclosure’s or Intrusion’s effect on the other Party, iii) specify the corrective action to be taken, and iv) investigate and determine if an Intrusion or Disclosure has occurred. If, based upon the Party’s investigation, the Party determines that there has been an actual Disclosure or Intrusion, the Party must promptly notify the other Party, and must promptly investigate the scope of the Disclosure or Intrusion, and must promptly take corrective action to prevent further Disclosure or Intrusion. The Party must, as soon as is reasonably practicable, make a report to the other Party including details of the Disclosure (including Customer(s)’ identities and the nature of the information disclosed) or Intrusion and the corrective action the Party has taken to prevent further Disclosure or Intrusion. The Party must, in the case of a Disclosure cooperate fully with the other Party to notify the other Party’s Customer(s) as to the fact of and the circumstances of the Disclosure of the Customer’s particular information. Additionally, the Party must cooperate fully with all government regulatory agencies or law enforcement agencies having jurisdiction and authority for investigating a Disclosure or any known or suspected criminal activity.

VII.

LIMITATION OF LIABILITY, WARRANTIES AND INDEMNIFICATION.

LIMITATION OF LIABILITY . The Parties acknowledge that the fees for the services provided by Genpass are very small in relation to the Currency provided and consequently Genpass’s willingness to provide the Currency is based in part upon the liability limitations contained herein. Therefore, Genpass’s liability hereunder shall not exceed, in the aggregate, an amount equal to the fees received by Genpass during the three (3) months prior to any claim made against Genpass for damages. In no event will Genpass, or its agents, officers, directors, or employees be liable for any indirect, exemplary, punitive, special, or consequential damages. Additionally, Carrier’s liability shall not exceed those amounts specified in Exhibit B. Carrier and its agents, officers, directors, or employees shall not be liable for any indirect, exemplary, punitive