Exhibit
10.8

    


    This
instrument is subject to the terms of Subordination Agreements in favor of
Sovereign Bank and Lampe, Conway & Co., LLC, respectively, which
Subordination Agreements are each incorporated herein by reference.
Notwithstanding any contrary statement contained in the within instrument, no
payment on account of the principal or interest thereof shall become due or be
paid except in accordance with the terms of such Subordination
Agreements.


     

    AMENDED AND RESTATED
SUBORDINATED PROMISSORY NOTE

    


    
      
        	 
      	
                Cherry
      Hill, New Jersey

              
	
                $9,754,465

              	
                September
      3, 2010

              


      

    

    


    FOR VALUE
RECEIVED, Access to Money, Inc., a Delaware corporation (f/k/a TRM Corporation,
an Oregon corporation) (“Maker”), promises to pay to
Douglas Falcone (“Payee”), in lawful money of
the United States of America, the principal sum of Nine Million Seven Hundred
Fifty Four Thousand Four Hundred Sixty Five dollars ($9,754,465), together with
interest in arrears on the unpaid principal balance as set forth below. Interest
shall be calculated on the basis of a year of 365 days and charged for the
actual number of days elapsed.

     

    This Note
amends and restates that certain Subordinated Promissory Note, dated April 18,
2008, which was executed and delivered pursuant to and in accordance with the
terms and conditions of the Stock Purchase Agreement, dated April 18, 2008, by
and between Maker and Payee (the “Agreement”) and is subject to
the terms and conditions of the Agreement, which are, by this reference,
incorporated herein and made a part hereof. Capitalized terms used in this Note
without definition shall have the respective meanings set forth in the
Agreement.

    


    The loan
shall bear interest at a rate per annum equal to (i) for each period commencing
on either April 18 or October 18 of each year and ending six months thereafter
(an “Interest Period”),
on which the Maker pays all accrued and unpaid interest on the loan in cash,
7.00% per annum plus the Additional Percentage (as defined below) and (ii) for
each other Interest Period, 10.00% per annum plus the Additional
Percentage.

     

    For
purposes of this Note, “Additional Percentage” shall
mean (i) 0.00% on and after the date of this Note but prior to the first
anniversary of the date of this Note (ii) 0.25% on and after the first
anniversary of the date of this Note but prior to the second anniversary of the
date of this Note; (iii) 1.00% on and after the second anniversary of the date
of this Note but prior to the third anniversary of the date of this Note; (iv)
2.50% on and after the third anniversary of the date of this Note but prior to
the fourth anniversary of the date of this Note or (v) 5.00% on and after the
fourth anniversary of the date of this Note.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              1.

            	
              PAYMENTS

            


    

    


    
      	
              1.1

            	
              PRINCIPAL
      AND INTEREST

            


    

    


    The
principal amount of this Note, together with accrued but unpaid interest and all
other amounts payable under this Note shall be due and payable on October 3,
2015 (the “Maturity
Date”). Interest on the unpaid principal balance of this Note shall be
due and payable semiannually in arrears 50 days following the end of each
Interest Period.

    


    
      	
              1.2

            	
              MANNER
      OF PAYMENT

            


    

    


    All
payments of principal and interest on this Note shall be made by wire transfer
of immediately available funds to an account designated by Payee in writing. If
any payment of principal or interest on this Note is due on a day that is not a
Business Day, such payment shall be due on the next succeeding Business Day, and
such extension of time shall be taken into account in calculating the amount of
interest payable under this Note. “Business Day” means any day other than a
Saturday, Sunday or legal holiday in the State of New Jersey.

    


    
      	
              1.3

            	
              SUBORDINATION

            


    

    


    Payee
hereby agrees that until the amounts owed pursuant to (i) the Loan and Security
Agreement, dated September 3, 2010, by and among Maker, Sovereign Bank (“Sovereign”) and certain of
Maker’s subsidiaries (the “Sovereign Facility”), and (ii)
the Amended and Restated Loan and Security Agreement, dated September 3, 2010,
by and among Maker, LC Capital Master Fund, Ltd., Cadence Special Holdings II,
LLC, Lampe, Conway & Co., LLC, as administrative and collateral agent
(“Lampe”, and together
with Sovereign, collectively, the “Senior Lenders”) and certain of Maker’s
subsidiaries (the “Lampe II
Facility”, and together with the Sovereign Facility, each, a “Senior Facility” and
collectively, the “Senior
Facilities”), have been indefeasibly paid in full in cash, and
notwithstanding anything to the contrary in this Note or any other agreement
related hereto (other than Section 7.5 of the Agreement), all rights of payment
or enforcement in favor of Payee under this Note and all other obligations of
Maker to Payee under this Note, shall in all respects be, and effective
immediately hereby are, subject, subordinate, and junior, in right of payment
and enforcement, to the prior indefeasible payment of the Senior Facilities in
full in cash; provided, however, that so long as no default or event of default
under any Senior Facility has occurred and is continuing, Payee may receive
payments from Maker in accordance with this Note. In the event of any payment or
distribution of assets of any kind or character, whether in cash, property, or
securities, upon the dissolution, winding up, or total or partial liquidation or
reorganization, readjustment, arrangement, or similar proceeding relating to
Maker or its subsidiaries, or any of their property, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar
proceedings or upon an assignment for the benefit of creditors, or upon any
other marshaling or composition of the assets and liabilities of Maker or its
subsidiaries, or otherwise (such events, collectively, the “Insolvency Events”): (i) all
amounts owing on account of the Senior Facilities shall first be indefeasibly
paid in full in cash before any payment or distribution on account of Payee may
be received by or on behalf of Payee; and (ii) to the extent permitted by
applicable law, any payment or other distribution on account of Payee to which
it would be entitled but for the provisions hereof, shall be paid or delivered
by the trustee in bankruptcy, receiver, assignee for the benefit of creditors,
or other liquidating agent making such payment or distribution directly to the
Senior Lenders under the Senior Facilities, for application to the payment of
the Senior Facilities, in accordance with clause (i), after giving effect to any
concurrent payment or distribution or provision therefor to the Senior Lenders
under the Senior Facilities, in respect of such Senior Facilities; provided,
however, that so long as no default or event of default under either Senior
Facility has occurred and is continuing, Payee may receive payments from Maker
in accordance with this Note. Notwithstanding anything in this Note or any other
agreement related hereto to the contrary, until the Senior Facilities are each
indefeasibly repaid in full in cash, if a default or event of default has
occurred and is continuing under either Senior Facility, (y) Maker shall not
make, and Payee agrees not to accept or receive, directly or indirectly, any
payment (whether of principal or interest) or other distribution on account of
Payee, and (z) Payee further agrees that the failure to pay when otherwise due
any amount that would be payable to Payee but for this Section, shall not, in
and of itself, constitute a default of Maker’s under this Note.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              1.4

            	
              OPTIONAL
      PREPAYMENT

            


    

    


    Maker
may, without premium or penalty, at any time and from time to time, but subject
to Section 1.3, prepay all or any portion of the outstanding principal balance
due under this Note, provided that each such prepayment is accompanied by
accrued interest on the amount of principal prepaid calculated to the date of
such prepayment.

    


    
      	
              1.5

            	
              MANDATORY
      PREPAYMENT

            


    

    


    In the
event of a Change of Control, but subject to Section 1.3, Maker shall pay Payee
the outstanding principal and interest due on this Note. “Change of Control” shall
mean:

     

    (a)        the
direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of Maker
and its subsidiaries taken as a whole, to any “person” (as that term is defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”));

     

    (b)        the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “Person” (as that term is
defined in Rule 13d-3 under the Exchange Act), becomes the “Beneficial Owner” (as that
term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of more than 35% of the voting stock of Maker; or

     

    (c)        Maker
consolidates or merges with or into another Person or any Person consolidates or
merges with or into Maker, in either case under this clause (c), in one
transaction or a series of related transactions in which immediately after the
consummation thereof Beneficial Owners (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of voting stock representing in the aggregate a
majority of the total voting power of the voting stock of Maker immediately
prior to such consummation are not Beneficial Owners, directly or indirectly, of
voting stock representing a majority of the total voting power of the voting
stock of Maker or the surviving or transferee Person immediately following such
consummation.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
      


    

    
      	
              2.

            	
              DEFAULTS

            


    

    


    
      	
              2.1

            	
              EVENTS
      OF DEFAULT

            


    

    


    The
occurrence of any one or more of the following events with respect to Maker
shall constitute an event of default hereunder (“Event of
Default”):

     

    (a)        If
Maker shall fail to pay when due any payment of principal or interest on this
Note and such failure continues for fifteen (15) days after Payee notifies Maker
thereof in writing.

     

    (b)        If,
pursuant to or within the meaning of the United States Bankruptcy Code or any
other federal or state law relating to insolvency or relief of debtors (a
“Bankruptcy Law”), Maker shall (i) commence a voluntary case or proceeding; (ii)
consent to the entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver, assignee, liquidator or
similar official; (iv) make an assignment for the benefit of its creditors; or
(v) admit in writing its inability to pay its debts as they become
due.

     

    (c)        If
a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (i) is for relief against Maker in an involuntary case; (ii) appoints a
trustee, receiver, assignee, liquidator or similar official for Maker or
substantially all of Maker's properties; (iii) orders the liquidation of Maker,
and in each case the order or decree is not dismissed within 60 days or (iv) if
Maker makes an assignment for the benefit of creditors.

     

    
      	
              2.2

            	
              NOTICE
      BY MAKER

            


    

    


    Maker
shall notify Payee in writing within five days after the occurrence of any Event
of Default.

    


    
      	
              2.3

            	
              REMEDIES

            


    

     

    Upon the
occurrence of an Event of Default hereunder (unless all Events of Default have
been cured or waived by Payee), Payee may, at its option, exercise any and all
rights and remedies available to it under applicable law, including, without
limitation, the right to collect from Maker all sums due under this Note. Maker
shall pay all reasonable costs and expenses incurred by or on behalf of Payee in
connection with Payee’s exercise of any or all of its rights and remedies under
this Note, including, without limitation, reasonable attorneys’
fees.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              3.

            	
              MISCELLANEOUS

            


    

     

    
      	
              3.1

            	
              WAIVER

            


    

     

    The
rights and remedies of Payee under this Note shall be cumulative and not
alternative. No waiver by Payee of any right or remedy under this Note shall be
effective unless in a writing signed by Payee. Neither the failure nor any delay
in exercising any right, power or privilege under this Note will operate as a
waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege by Payee will preclude any other or further
exercise of such right, power or privilege or the exercise of any other right,
power or privilege. To the maximum extent permitted by applicable law, (a) no
claim or right of Payee arising out of this Note can be discharged by Payee, in
whole or in part, by a waiver or renunciation of the claim or right unless in a
writing signed by Payee; (b) no waiver that may be given by Payee will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on Maker will be deemed to be a waiver of any obligation of
Maker or of the right of Payee to take further action without notice or demand
as provided in this Note. Maker hereby waives presentment, demand, protest and
notice of dishonor and protest. Maker also hereby waives trial by jury in any
judicial proceeding brought by either party with respect to this
Note.

     

    
      	
              3.2

            	
              NOTICES

            


    

    


    Any
notice required or permitted to be given hereunder shall be given in accordance
with Section 10.3 of the Agreement.

    


    
      	
              3.3

            	
              SEVERABILITY

            


    

    


    If any
provision in this Note is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Note will remain in full
force and effect. Any provision of this Note held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

    


    
      	
              3.4

            	
              SECURITY
      INTEREST

            


    

    


    This Note
may be secured in the future by a pledge of 100% of the Capital Stock in
accordance with a separate Pledge, Security and Escrow Agreement of even date
herewith.

    


    
      	
              3.5

            	
              GOVERNING
      LAW

            


    

    


    This Note
will be governed by and construed under the laws of the State of New Jersey
without regard to conflicts-of-laws principles that would require the
application of any other law.

    


    
      	
              3.6

            	
              PARTIES
      IN INTEREST

            


    

    


    This Note
shall not be assigned or transferred by Payee without the express prior written
consent of Maker. Subject to the preceding sentence, this Note will be binding
in all respects upon Maker and inure to the benefit of Payee and its successors
and assigns.

    


    
      	
              3.7

            	
              SECTION
      HEADINGS; CONSTRUCTION

            


    

     

    The
headings of Sections in this Note are provided for convenience only and will not
affect its construction or interpretation. All references to “Section” or
“Sections” refer to the corresponding Section or Sections of this Note unless
otherwise specified. All words used in this Note will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the words “hereof” and “hereunder” and similar references refer to
this Note in its entirety and not to any specific section or subsection hereof,
the words “including” or “includes” do limit the preceding words or terms and
the word “or” is used in the inclusive sense.

    


    [SIGNATURE
APPEARS ON FOLLOWING PAGE]


    
      
         


      

      
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    IN WITNESS WHEREOF, this Note has been
executed by the parties hereto as of the date first stated above.

     

    
      
        	 
      	
                ACCESS
      TO MONEY, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Michael Dolan

              
	 
      	
                Name:
      Michael Dolan

              
	 
      	
                Title:
      CFO

              
	 
      	 
      	 
      
	 
      	
                For
      the purposes of Section 1.3 only:

              
	 
      	 
      
	 
      	
                /s/ Douglas Falcone

              
	 
      	
                Douglas
      Falcone

              


      

    

     

    
      
         


      

      
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