Exhibit
10.5

     

    AMENDED AND RESTATED
NOTE

     

    Cherry
Hill, New Jersey

    Issue
Date: April 18, 2008

    Amended
and Restated on September 3, 2010

    


    $350,000.00

     

    This Note
amends and restates in its entirety the Secured Promissory Note Due 2011 issued
on April 18, 2008 (the “Original Note”), by Access to
Money, Inc., a Delaware corporation (f/k/a TRM Corporation, an Oregon
corporation) (“Borrower”) in favor of Cadence
Special Holdings II, LLC (“Lender”) pursuant to that
certain Securities Purchase Agreement, dated as of April 18, 2008 (the “Original Purchase Agreement”)
by and among Borrower, Lampe, Conway & Co., LLC, as Administrative Agent and
Collateral Agent and the purchasers party thereto.  The initial
principal balance of the Original Note was $1,100,000.  As of the date
hereof, the outstanding principal balance under the Original Note is
$350,000.

     

    FOR VALUE RECEIVED AND INTENDING TO
BE LEGALLY BOUND, Borrower hereby promises to pay to the order of Lender,
the principal sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000),
together with interest thereon upon the following terms:

     

    1.        Note.  This Note is a
“Note” as defined in
that certain Amended and Restated Loan and Security Agreement of even date
herewith among Borrower, Guarantors, Lampe, Conway & Co., LLC as
Administrative Agent and Collateral Agent and the lenders party thereto (such
Loan and Security Agreement, as the same may be amended, supplemented or
restated from time to time, being the “Loan Agreement”) and, as such,
shall be construed in accordance with all terms and conditions
thereof.  The Loan Agreement amends and restates the Original Purchase
Agreement.  Capitalized terms not defined herein shall have such
meaning as provided in the Loan Agreement.  This Note is entitled to
all the rights and remedies provided in the Loan Agreement and the Loan
Documents and is secured by all Collateral as described therein.

     

    2.       Interest
Rate.  Interest on this Note shall be paid as provided in the
Loan Agreement.

     

    3.       Default
Interest.  Interest will accrue on the outstanding principal
amount hereof  (and any accrued and unpaid interest hereon) following
the occurrence of an Event of Default or the final maturity date hereof, until
paid at a rate per annum which is three percent (3.00%) in excess of the
non-default rate otherwise payable under the Loan Agreement (the “Default Rate”).

     

    4.       Post
Judgment Interest.  Any judgment obtained for sums due
hereunder or under the Loan Documents will accrue interest at the Default Rate
until paid.

     

    5.       Computation.  Interest
will be computed on the basis of a year of three hundred sixty-five (365) days
and paid for the actual number of days elapsed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.       Principal
and Interest Payments.  Principal and accrued interest thereon
is due and payable in accordance with the Loan Agreement.

     

    7.       Place of
Payment.  Principal and interest hereunder shall be payable as
provided in the Loan Agreement, or at such other place as Lender, from time to
time, may designate in writing.

     

    8.       Default;
Remedies.  Upon the occurrence of an Event of Default, the
Required Lenders (or Administrative Agent acting at the written direction of the
Required Lenders), and without notice to Borrower, may declare immediately due
and payable the entire unpaid balance of principal and all other sums due by
Borrower hereunder and under the other Loan Documents, together with interest
accrued thereon at the applicable rate specified above to the date of the Event
of Default and thereafter at the Default Rate.  Payment thereof may be
enforced and recovered in whole or in part at any time and from time to time by
one or more of the remedies provided to Lender, Administrative Agent or
Collateral Agent in this Note or in the Loan Documents or as otherwise provided
at law or in equity, all of which remedies are cumulative and
concurrent.

     

    9.       Waivers.  Borrower
and all endorsers hereby, jointly and severally, waive presentment for payment,
demand, notice of demand, notice of nonpayment or dishonor, protest and notice
of protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this
Note.

     

    10.     Miscellaneous.  If
any provisions of this Note shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision
hereof.  This Note has been delivered in and shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to the law of conflicts.  This Note shall be binding upon Borrower and
upon Borrower’s successors and assigns and shall benefit Lender and its
successors and assigns.  The prompt and faithful performance of all of
Borrower’s obligations hereunder, including without limitation, time of payment,
is of the essence of this Note.

     

    11.     JURY TRIAL
WAIVER.  BORROWER WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER ANY OF THE LOAN
DOCUMENTS OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF BORROWER OR LENDER WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE.  BORROWER AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THE LOAN AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF BORROWER TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.  BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL REGARDING THIS PARAGRAPH, THAT IT FULLY UNDERSTANDS ITS
TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE
TERMS OF THIS PARAGRAPH.


    
      
         


      

      
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    12.     Intercreditor
Agreement.  The
liens and security interests securing the indebtedness and other obligations
incurred or arising under or evidenced by this instrument and the rights and
obligations evidenced hereby with respect to such liens and security interests
are subordinate in the manner and to the extent set forth in that certain
Intercreditor and Subordination Agreement (as the same may be amended or
otherwise modified from time to time pursuant to the terms thereof, referred to
in this paragraph as the “Intercreditor Agreement”),
dated as of September 3, 2010 among ACCESS TO MONEY, INC., a Delaware
corporation, certain of its Subsidiaries and each other person who guarantees,
or otherwise grants a lien or security interest on its assets is referred to in
this paragraph as a “Credit
Party” and, collectively, as the “Credit Parties”), LAMPE,
CONWAY & CO., LLC, a Delaware  limited liability
company,  and SOVEREIGN BANK (“Bank”), to the liens and
security interests securing indebtedness (including interest) owed by the Credit
Parties pursuant to that certain Loan and Security Agreement dated as of
September 3, 2010 (as amended and as the same may be amended or otherwise
modified from time to time) among Credit Parties and Bank; and each party to
this instrument hereby acknowledges that it is bound by the provisions of the
Intercreditor Agreement.


    
      
         


      

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  ACCESS
      TO MONEY, INC.

                                
	 	 
	 
      	
                                  By:

                                	
                                  /s/ Michael Dolan

                                
	 
      	
                                  Name/Title:

                                	
                                  Michael Dolan,
  CFO

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [Signature
Page to Cadence Note]