Exhibit 10.2


THIS PROMISSORY NOTE AND THE  INDEBTEDNESS  EVIDENCED  HEREBY ARE SUBJECT TO THE
INTERCREDITOR  AND  SUBORDINATION   AGREEMENT  OF  EVEN  DATE  HEREWITH  BETWEEN
MERCANTILE  CAPITAL,  L.P.  AND  BAENA  ADVISORS,   LLC.  WITHOUT  LIMITING  THE
GENERALITY OF THE FOREGOING,  THE TRANSFER OF THIS PROMISSORY NOTE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH THEREIN.


                                 PROMISSORY NOTE


$4,750,000.00                                                  December 28, 2006

                  FOR VALUE RECEIVED, the undersigned, MONEY CENTERS OF AMERICA,
INC., a Delaware corporation, with offices at 700 South Henderson Road, Suite
325, King of Prussia, Pennsylvania 19406 (the "Borrower"), promise to pay to the
order of BAENA ADVISORS, LLC at the office designated below, the principal sum
of FOUR MILLION SEVEN HUNDRED FIFTY DOLLARS ($4,750,000.00) or such lesser
principal amount as set forth below, together with interest on the unpaid
principal balance hereof payable as set forth below. All such principal and
interest shall be payable in lawful money of the United States of America in
immediately available funds at the offices of Lender, at 21 East 5th Avenue,
Suite 204, Conshohocken, Pennsylvania 19428 or such other address as Lender may,
from time to time, notify the Borrower.

                  This Promissory Note (the "Note") arises out of the Credit and
Security Agreement, dated December 28, 2006, by and between the Borrower and the
Lender (as amended, modified, or supplemented from time to time, the "Credit
Agreement"). Reference is made to the Credit Agreement for a statement of the
respective rights and obligations of the parties and the terms and conditions
therein provided, under which all or any part of the principal hereof, accrued
interest thereon, and other amounts payable under the Credit Agreement may
become immediately due and payable. Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to them in the Credit
Agreement.

                  Notwithstanding the face amount of this Note, the Borrower's
liability hereunder shall be limited at all times to the actual aggregate
outstanding Indebtedness to the Lender under the Credit Agreement as established
by Lender's books and records, which books and records shall be conclusive
absent manifest error. Interest shall accrue on the outstanding principal
balance hereof at the rate or rates provided for in the Credit Agreement.

                  The occurrence of an Event of Default under the Credit
Agreement constitutes an Event of Default under this Note and entitles Lender,
in accordance with the Credit Agreement, to declare this Note immediately due
and payable.

                  The Borrower hereby waives presentment, demand for payment,
notice of dishonor or acceleration, protest and notice of protest, and any and
all other notices or demands of any kind in connection with the delivery,
acceptance, performance, default or enforcement of this Note, except any notice
requirements set forth in the Credit Agreement.

<PAGE>

                  This Note shall be binding upon the Borrower and its
successors and assigns and shall inure to the benefit of the Lender and its
successors and assigns. This Note shall be governed as to validity,
interpretation and effect by the laws of the Commonwealth of Pennsylvania.

                  In the event any interest rate applicable hereto is in excess
of the highest rate allowable under applicable law, then the rate of such
interest will be reduced to the highest rate not in excess of such maximum
allowable interest and any excess previously paid by the Borrower shall be
deemed to have been applied against the principal outstanding under the Credit
Agreement.

                  The Borrower shall also be liable hereunder for all fees,
costs and expenses as provided in the Credit Agreement.

BORROWER AND LENDER AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR
EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR
CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE
FUTURE IN CONNECTION WITH ANY DISPUTE.

EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S
ACCEPTING THIS NOTE.

POWER TO CONFESS JUDGMENT. THE BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY
COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO
APPEAR FOR THE BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT,
OR A SERIES OF JUDGMENTS, AGAINST THE BORROWER IN FAVOR OF THE LENDER OR ANY
HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED
INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN
ATTORNEY'S COMMISSION EQUAL TO TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST
ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO, THIS NOTE OR A COPY
VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE BORROWER HEREBY FOREVER
WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND
ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE
NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT
THE DEFAULT RATE.

NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF
JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH
EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE
POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS
OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE
RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. NOTWITHSTANDING THE
ATTORNEY'S COMMISSION PROVIDED FOR IN THE PRECEDING PARAGRAPH (WHICH IS INCLUDED
IN THE WARRANT FOR PURPOSES OF ESTABLISHING A SUM CERTAIN), THE AMOUNT OF
ATTORNEYS' FEES THAT THE LENDER MAY RECOVER FROM THE BORROWER SHALL NOT EXCEED
THE ACTUAL ATTORNEYS' FEES INCURRED BY THE LENDER.



                  {remainder of page intentionally left blank}

<PAGE>





BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW
AND EXECUTION OF THIS NOTE, AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT
OF THE FOREGOING WAIVER OF JURY TRIAL AND CONFESSION OF JUDGMENT HAVE BEEN FULLY
EXPLAINED TO BORROWER BY SUCH COUNSEL.

                  IN WITNESS WHEREOF, the undersigned, by its duly authorized
officers, has executed this Note, under seal, the day and year first above
written, with the intent to be legally bound.


WITNESS:                                          MONEY CENTERS OF AMERICA, INC.



____________________________             By: /s/ Jason P. Walsh __________(SEAL)
                                             ----------------------
                                                 Jason P. Walsh
                                                 Chief Financial Officer




<PAGE>



                   EXPLANATION AND WAIVER OF RIGHTS REGARDING
                CONFESSION OF JUDGMENT AND EXECUTION PROCEEDINGS


                  1. On the date hereof, MONEY CENTERS OF AMERICA, INC., a
Delaware corporation (the "Borrower"), is signing and delivering to BAENA
ADVISORS, LLC (the "Lender") a certain promissory note in the principal sum of
$4,750,000.00 secured by all assets of the Borrower (as the same may be renewed,
modified, amended, extended, restated or replaced, whether one or more, the
"Obligations"). The Borrower has been advised that the Obligations contain
provisions that allow the Lender to confess judgment against the Borrower. The
Borrower has read the Obligations and clearly and specifically understands that
by signing the Obligations:

                           (a) The Borrower is authorizing the Lender to enter a
judgment or judgments against the Borrower and in favor of the Lender, which
will give the Lender a lien upon any real estate which the Borrower may own in
any county where the judgment is entered, in addition to the real estate subject
to the aforesaid mortgage;

                           (b) The Borrower is giving up an important right to
any notice or opportunity for a hearing before the entry of these judgments on
the records of the Court;

                           (c) The Borrower is agreeing that the Lender may
enter these judgments and understands that the Borrower will be unable to
contest the validity of the judgments, should the Lender enter them, unless the
Borrower successfully challenges entry of the judgments through petitions to
open or strike the judgments, which will require the Borrower to retain counsel
at the Borrower's expense;

                           (d) The Borrower may be giving up an important right
to any notice or opportunity for a hearing before the Lender may request and use
the power of the state government to deprive the Borrower of its property
pursuant to the judgments by seizing or having the Sheriff or other official
seize the Borrower's bank accounts, inventory, equipment, furnishings, or any
other personal property that the Borrower may own, to satisfy the Obligations;
and
                           (e) The Borrower may be immediately deprived of the
use of any property that is seized by the Lender pursuant to the judgments
without notice or a hearing, and the procedural rules of Pennsylvania's court
system may not guarantee that the Borrower will receive a prompt hearing after
the Borrower's property is seized.

                  2. The Borrower knows and understands that it is the
confession of judgment clauses in the Obligations which give the Lender the
rights described in subparagraphs (a) through (e) of Paragraph 1 above.

                  3. Fully and completely understanding the rights which are
being given up if the Borrower signs the Obligations, the Borrower nevertheless
freely, knowingly and voluntarily waives such rights and chooses to sign the
Obligations.

<PAGE>

                  4. The Borrower acknowledges that the proceeds of the
Obligations are to be used for business purposes, that she has reviewed the
foregoing with her legal counsel, and that Borrower's annual income is in excess
of $10,000.


Dated this 28th day of December, 2006.


THE BORROWER HAS READ THIS EXPLANATION AND WAIVER PRIOR TO SIGNING THE
OBLIGATIONS AND FULLY UNDERSTANDS ITS CONTENTS.


WITNESS:                                MONEY CENTERS OF AMERICA, INC.



____________________________            By: /s/ Jason P. Walsh _______(SEAL)
                                            ----------------------
                                                Jason P. Walsh
                                                Chief Financial Officer