Exhibit 10.4


                      AMENDED AND RESTATED PROMISSORY NOTE

$2,525,000.00                                                   Philadelphia, PA

                  FOR VALUE RECEIVED, the undersigned, Money Centers of America,
Inc., a Delaware corporation with its chief executive office and principal place
of business at 700 S. Henderson Road, Suite 210, King of Prussia, PA 19406
("Borrower"), promises to pay to the order of Mercantile Capital, L.P., with
offices located at 2320 Haverford Road, Ardmore, PA 19003 ("Lender") the
principal sum of Two Million Five Hundred Twenty-Five Thousand Dollars
($2,525,000) or, if less, the aggregate outstanding principal balance of all
advances made by Lender to Borrower under the Amended and Restated Loan and
Security Agreement, dated as of October 24, 2003 (as amended, supplemented,
extended or otherwise modified from time to time, the "Loan Agreement"), between
Borrower and Lender, together with interest thereon, at said office of Lender,
at the time and at rates per annum as provided in the Loan Agreement.

                  This Note is issued pursuant to the Loan Agreement. All terms
used and not otherwise defined in this Note shall have the meanings given to
them in the Loan Agreement. Upon the occurrence and during the continuance of an
Event of Default set forth in the Loan Agreement, the entire unpaid balance of
principal and accrued interest of this Note and all other amounts owing under
the Loan Agreement shall, at the option of Lender, be immediately due and
payable without presentment, demand, protest or notice of any kind, all of which
are expressly waived.

                  This Note is issued by Borrower in order to amend, restate and
evidence, and to be a substitute for that certain Amended and Restated Revolving
Loan Note dated October 24, 2003 (the "Prior Note"), by Borrower in favor of
Lender; however, the substitution of this Note for the Prior Note does not
constitute a novation of or extinguish the indebtedness evidenced by the Prior
Note, and the obligations of Borrower thereunder and hereunder are continuous.

                  Payment Schedule.

                  (a) Interest only shall be due and payable monthly, in
arrears, at the rate or rates per annum specified in the Loan Agreement,
commencing on February 1, 2007 (interest through January 1, 2007 having been
paid on the date hereof), and continuing on the first day of each succeeding
month, until all indebtedness and obligations owing under this Note are paid
finally and in full.

                  (b) All principal due and owing under this Note shall be paid
on the Loan Maturity Date, unless such maturity is accelerated by Lender
following the occurrence and during the existence of an Event of Default.

                  (c) In the event that any payment under this Note shall not be
received by Lender within five (5) days of the date it is due, Borrower shall,
to the extent permitted by law, pay to Lender a late charge of 10% of the
overdue payment. Any such late charge assessed is immediately due and payable.

                  Time is of the essence of this Note. All payments of principal
and interest shall be made in full in lawful money of the United States of
America, without set-off, counterclaim, deduction or withholding for any reason
whatsoever, at the offices of Lender, or at such other place as may be directed
by Lender.

                  UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, BORROWER IRREVOCABLY AUTHORIZES THE PROTHONOTARY OR ANY ATTORNEY OF ANY
COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND CONFESS JUDGMENT
AGAINST BORROWER FOR ANY AND ALL AMOUNTS UNPAID ON THIS NOTE AND UNDER THE LOAN
AGREEMENT, INCLUDING INTEREST THEREON TO DATE OF PAYMENT (SUCH AMOUNT AND THE
OCCURRENCE OF SUCH EVENT OF DEFAULT TO BE AS EVIDENCED BY A COMPLAINT OR AN
AFFIDAVIT SIGNED BY AN OFFICER OF LENDER) TOGETHER WITH FEES OF COUNSEL,
DISBURSEMENTS AND COSTS OF SUIT, AS SET FORTH BELOW, RELEASING ALL ERRORS AND
WAIVING RIGHTS OF APPEAL. IF A COPY OF THIS NOTE, VERIFIED BY AFFIDAVIT, SHALL
HAVE BEEN FILED IN SUCH PROCEEDING, IT SHALL NOT BE NECESSARY TO FILE THE
ORIGINAL AS A WARRANT OF ATTORNEY. BORROWER WAIVES THE RIGHT TO ANY STAY OF
EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO
SINGLE EXERCISE OF THIS WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THIS POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT
TO BE INVALID, VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND
MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS LENDER SHALL ELECT UNTIL THIS
NOTE AND ALL SUMS DUE UNDER THIS NOTE AND THE LOAN AGREEMENT SHALL HAVE BEEN
PAID IN FULL.

<PAGE>

                  Without limiting any other provision of the Loan Documents
regarding Lender's expenses, if Lender should engage legal counsel in the course
of collection of this Note upon the occurrence and during the continuance of an
Event of Default, Borrower shall pay to Lender all fees and disbursements
reasonably incurred by such counsel and all costs of suit.

                  BORROWER AND LENDER CONSENT TO THE JURISDICTION OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA IN ANY AND
ALL ACTIONS AND PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS NOTE OR ARISING
UNDER OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION WITH OR RELATING TO THIS NOTE. BORROWER IRREVOCABLY AGREES TO SERVICE
OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO BORROWER'S ADDRESS
FOR NOTICES AS SET FORTH IN THE LOAN AGREEMENT OR SUCH ADDRESS AS BORROWER MAY
DIRECT BY WRITTEN NOTICE TO LENDER.

                  BORROWER AND, BY ITS ACCEPTANCE HEREOF, LENDER IRREVOCABLY
WAIVE A JURY TRIAL AND ANY RIGHT TO A JURY TRIAL IN ANY ACTIONS OR PROCEEDINGS
ARISING UNDER OR PURSUANT TO THIS NOTE OR ARISING UNDER OR PURSUANT TO ANY
AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH OR RELATING TO
THIS NOTE, AND BORROWER AND LENDER AGREE THAT ANY SUCH ACTION OR PROCEEDING MAY
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

                  This Note is being executed and delivered in the Commonwealth
of Pennsylvania and shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania. Except where the context otherwise
requires, the term "Lender" shall be deemed to include any subsequent holder of
this Note.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>






                  IN WITNESS WHEREOF, the undersigned, intending to be legally
bound, has duly executed this Note as of this 28th day of December, 2006.

ATTEST:                                   MONEY CENTERS OF AMERICA, INC.


                                          By:                             (SEAL)
-------------------------------------     --------------------------------------
Name:                                     Name:    Jason P. Walsh
Title:                                    Title:   CFO

<PAGE>


                      DISCLOSURE FOR CONFESSION OF JUDGMENT

Undersigned:                                      Money Centers of America, Inc.

Lender:                                                 Mercantile Capital, L.P.

         The undersigned has executed, and/or is executing, on or about the date
hereof, the following documents under which the undersigned is obligated to
repay monies to Lender:

                      Amended and Restated Promissory Note

         A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENTS
CONTAIN PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST
THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING
ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT
BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY,
KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND
CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE
TERMS THEREOF.

         B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE
DOCUMENTS CONTAIN PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND
WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE
POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL
PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS
ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO
NOTICE AND A HEARING AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH
ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR
NOTICE TO THE UNDERSIGNED.

         C. The undersigned certifies that a representative of Lender
specifically called the confession of judgment provisions in the above documents
to the attention of the undersigned, and/or that the undersigned was represented
by legal counsel in connection with the above documents.

         D. The undersigned hereby certifies: that its annual income exceeds
$10,000; that all references to "the undersigned" above refer to all persons and
entities signing below; and that the undersigned received a copy hereof at the
time of signing.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
duly executed this Disclosure for Confession of Judgment as of this ___ day of
December, 2006.

ATTEST:                               MONEY CENTERS OF AMERICA, INC.


                                      By:                                 (SEAL)
---------------------                 ------------------------------------------
Name:                                 Name:    Jason P. Walsh
Title:                                Title: CFO