PROMISSORY
NOTE

     

    
      
        	
                $125,000.00

              	
                As
      of December 6, 2010

              
	 
      	
                Radnor,
      Pennsylvania

              


      

    

     

    FOR VALUE
RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a
Delaware corporation (“Maker”), promises to pay to the order of UBPS Services,
LLC, a Delaware limited liability company (“Payee”), the principal sum of One
Hundred Thousand Twenty Five Thousand Dollars and No Cents ($125,000.00) in
lawful money of the United States of America, on the terms and conditions
described below.

     

    1.           Principal.  The
principal balance of this Note shall be repayable on the earlier of (i) one year
from the date hereof and (ii) the date on which Maker consummates an initial
public offering of its securities.

     

    2.           Interest.  No
interest shall accrue or be payable on the unpaid principal balance of this
Note.

     

    3.           Application of
Payments.  All payments shall be applied first to payment in
full of any reasonable costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees, then to
the reduction of the unpaid principal balance of this Note.

     

    4.           Events of
Default.  The following shall constitute Events of
Default:

     

    (a)           Failure to Make Required
Payments.  Failure by Maker to pay the principal of this Note
within five (5) business days following the date when due.

     

    (b)           Voluntary Bankruptcy,
Etc.  The commencement by Maker of a voluntary case under Title
11, United States Bankruptcy Code of 1978, as now constituted or hereafter
amended (“the Federal Bankruptcy Code”), or any other applicable federal or
state bankruptcy, insolvency, reorganization, rehabilitation or other similar
law, or the consent by it to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of
Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the foregoing.

     

    (c)           Involuntary Bankruptcy,
Etc.  The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case
under the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           Remedies.  (a)
Upon the occurrence of an Event of Default specified in Section 4(a), Payee may,
by written notice to Maker, declare this Note to be due and payable, whereupon
the principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary
notwithstanding.

     

    (b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.

     

    6.           Waivers.  Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest and notice of
protest with regard to the Note and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in
any order desired by Payee.

     

    7.           Unconditional
Liability.  Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

     

    8.           Assignment.  Maker
shall not assign its rights or delegate its obligations hereunder without the
prior written consent of Payee.  Payee may freely assign its rights or
delegate its obligations without any consent whatsoever of Maker.

     

    9.           Notices.  Any
notice, request, demand, waiver, consent, approval or other communication that
is required or permitted to be given to either party hereunder shall be in
writing and shall be deemed given only if delivered to such party personally
(including by recognized overnight courier), or sent to such party by facsimile
transmission (promptly followed by a hard-copy delivered in accordance with this
Section 9), or by registered or certified mail (return receipt requested), with
postage and registration or certification fees thereon prepaid, addressed to the
party at its address set forth below:

     

    If to
Maker:

     

    Universal
Business Payment Solutions Acquisition Corporation

    c/o UBPS
Services, LLC

    Radnor
Financial Center

    150 North
Radnor-Chester Road, Suite F-200

    Radnor,
Pennsylvania 19087

    ATTN:  Bipin
Shah, Chief Executive Officer

    


    
      
         

      

      
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    If to
Payee:

     

    UBPS
Services, LLC

    Radnor
Financial Center

    150 North
Radnor-Chester Road, Suite F-200

    Radnor,
Pennsylvania 19087

    ATTN:
Bipin Shah, Member

    


    or to
such other address as either party may have specified in a notice duly given to
the other party as provided herein.  Such notice, request, demand,
waiver, consent, approval or other communication will be deemed to have been
given as of the date so delivered, telegraphed or mailed.

     

    10.           Construction.  This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York.  This Note qualifies as an instrument for the
payment of money only, under Section 3213 of the Civil Practice Law and Rules of
the State of New York.

     

    11.           Severability.  Any
provision contained in this Note that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed as of the day and year first above
written.

     

    
      
        
          
            
              
                	
                        UNIVERSAL
      BUSINESS PAYMENT

                        SOLUTIONS
      ACQUISITION

                        CORPORATION

                      
	 	 
	
                        By:

                      	
                        /s/ Bipin C. Shah

                      
	
                        Name:

                      	
                        Bipin
      C. Shah

                      
	
                        Title:

                      	
                        Chief
      Executive
Officer

                      


              

            

          

        

      

    

     

    
      
         

      

      
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