UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

     

    _________________,
2011

    


    UBPS
Services, LLC

    Radnor
Financial Center

    150 North
Radnor-Chester Road, Suite F-200

    Radnor,
Pennsylvania 19087

    ATTN:
Bipin Shah, Member

    


    Gentlemen
and Ladies:

    


    This
letter will confirm our agreement that, commencing on the effective date (the
“Effective Date”) of the registration statement for the initial public offering
(the “IPO”) of the securities of Universal Business Payment Solutions
Acquisition Corporation (the “Company”) and continuing until the consummation by
the Company of a “Business Combination” (as described in the Company’s
registration statement in connection with the IPO), or the Company’s
liquidation, UBPS Services, LLC shall make available to the Company certain
administrative, technology and secretarial services, as well as the use of
certain limited office space, including a conference room in Radnor,
Pennsylvania, as may be required by the Company from time to time, situated at
150 North Radnor-Chester Road, Suite F-200, Radnor, Pennsylvania 19087 (or any
successor location).  In exchange therefor, the Company shall pay UBPS
Services, LLC the sum of $7,500 per month on the Effective Date and continuing
monthly thereafter.

     

    This
letter agreement constitutes the entire agreement and understanding of the
parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.

     

    This
letter agreement may not be amended, modified or waived as to any particular
provisions, except by a written instrument executed by all parties
hereto.

     

    No party
hereto may assign either this letter agreement or any of its rights, interests
or obligations hereunder without the prior written approval of the other
party.  Any purported assignment in violation of this paragraph shall
be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee.

     

    This
letter agreement, the entire relationship of the parties hereto, and any
litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        Very
      truly yours,

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        UNIVERSAL
      BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

                      
	 	 	 
	 
      	 
      	
                        By:

                      	
                          

                      
	 
      	 
      	
                        Name:

                      	
                        Bipin
      C. Shah

                      
	 
      	 
      	
                        Title:

                      	
                        Chief
      Executive
Officer

                      


              

            

          

        

      

    

    


    AGREED TO
AND ACCEPTED BY:

     

    UBPS
SERVICES, LLC

    


    
      
        	
                By:

              	
                  

              
	 
      	
                Name: Bipin
      C. Shah

              
	 
      	
                Title:   Member