Exhibit
10.1

    


    LOAN
AND SECURITY AGREEMENT

     

    Among

    


    ACCESS
TO MONEY, INC.

    


    as
Borrower

    


    and

    


    TRM ATM
CORPORATION

    


    TRM ATM
ACQUISITION CORPORATION

    


    LJR
CONSULTING CORP.

    


    And

    


    ACCESS TO
MONEY – SL, INC.

    


    as
Guarantors

    


    and

    


    SOVEREIGN
BANK

    as
Bank

    


    Dated
as of:  September 3, 2010

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      TABLE OF
CONTENTS

       

      
        
          
            
              	
                      1.

                    	
                      DEFINITIONS
      AND CONSTRUCTION

                    	
                      1

                    
	 
      	
                      1.1

                    	
                      Definitions

                    	
                      1

                    
	 
      	
                      1.2

                    	
                      Accounting
      Terms and Determinations

                    	
                      9

                    
	 
      	
                      1.3

                    	
                      UCC

                    	
                      9

                    
	 
      	
                      1.4

                    	
                      Construction

                    	
                      9

                    
	 
      	
                      1.5

                    	
                      Schedules
      and Exhibits

                    	
                      9

                    
	 
      	
                      1.6

                    	
                      Obligor’s
      Knowledge

                    	
                      9

                    
	
                      2.

                    	
                      THE
      LOAN

                    	
                      9

                    
	 
      	
                      2.1

                    	
                      The
      Loan

                    	
                      9

                    
	 
      	
                      2.2

                    	
                      The
      Note

                    	
                      10

                    
	 
      	
                      2.3

                    	
                      Funding
      of the Loan

                    	
                      10

                    
	
                      3.

                    	
                      USE
      OF LOAN PROCEEDS

                    	
                      10

                    
	
                      4.

                    	
                      INTEREST
      RATE

                    	
                      10

                    
	 
      	
                      4.1

                    	
                      Interest
      Rate

                    	
                      10

                    
	 
      	
                      4.2

                    	
                      Default
      Rate

                    	
                      10

                    
	 
      	
                      4.3

                    	
                      Post
      Judgment Interest

                    	
                      10

                    
	 
      	
                      4.4

                    	
                      Calculations

                    	
                      10

                    
	 
      	
                      4.5

                    	
                      Limitation
      of Interest to Maximum Lawful Rate

                    	
                      10

                    
	
                      5.

                    	
                      PAYMENTS
      AND FEES

                    	
                      10

                    
	 
      	
                      5.1

                    	
                      Principal
      and Interest Payments

                    	
                      10

                    
	 
      	
                      5.2

                    	
                      Facility
      Fee

                    	
                      11

                    
	 
      	
                      5.3

                    	
                      Late
      Charge

                    	
                      11

                    
	 
      	
                      5.4

                    	
                      Prepayment
      of Loan

                    	
                      11

                    
	 
      	
                      5.5

                    	
                      Payment
      Method and Application

                    	
                      11

                    
	 
      	
                      5.6

                    	
                      Reinstatement
      of Obligations

                    	
                      12

                    
	 
      	
                      5.7

                    	
                      Maintenance
      of Loan Account; Statements of Obligations

                    	
                      12

                    
	 
      	
                      5.8

                    	
                      Loss
      of Margin

                    	
                      12

                    
	 
      	
                      5.9

                    	
                      Savings
      Clause

                    	
                      13

                    
	
                      6.

                    	
                      TAXES

                    	
                      13

                    
	 
      	
                      6.1

                    	
                      Payment
      of Taxes

                    	
                      13

                    
	 
      	
                      6.2

                    	
                      Payment
      of Other Taxes

                    	
                      14

                    
	 
      	
                      6.3

                    	
                      Receipt
      of Payment

                    	
                      14

                    
	 
      	
                      6.4

                    	
                      Survival

                    	
                      14

                    
	
                      7.

                    	
                      SECURITY;
      COLLECTION OF RECEIVABLES AND PROCEEDS OF COLLATERAL

                    	
                      14

                    
	 
      	
                      7.1

                    	
                      Personal
      Property

                    	
                      14

                    
	 
      	
                      7.2

                    	
                      Negotiable
      Collateral

                    	
                      15

                    
	 
      	
                      7.3

                    	
                      Surety

                    	
                      15

                    
	 
      	
                      7.4

                    	
                      General

                    	
                      16

                    
	 
      	
                      7.5

                    	
                      Collection
      of Accounts; Proceeds of Collateral

                    	
                      16

                    
	
                      8.

                    	
                      REPRESENTATIONS
      AND WARRANTIES

                    	
                      16

                    
	 
      	
                      8.1

                    	
                      Valid
      Organization, Good Standing and Qualification

                    	
                      16

                    
	 
      	
                      8.2

                    	
                      Licenses

                    	
                      17

                    
	 
      	
                      8.3

                    	
                      Financial
      Statements

                    	
                      17

                    
	 
      	
                      8.4

                    	
                      No
      Material Adverse Change in Financial Condition

                    	
                      17

                    


            

          

        

      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    8.5

                  	
                    Pending
      Litigation or Proceedings

                  	
                    17

                  
	 
      	
                    8.6

                  	
                    Due
      Authorization; No Legal Restrictions

                  	
                    17

                  
	 
      	
                    8.7

                  	
                    Enforceability

                  	
                    18

                  
	 
      	
                    8.8

                  	
                    No
      Default Under Other Obligations, Orders or Governmental
      Regulations

                  	
                    18

                  
	 
      	
                    8.9

                  	
                    Governmental
      Consents

                  	
                    18

                  
	 
      	
                    8.10

                  	
                    Taxes

                  	
                    18

                  
	 
      	
                    8.11

                  	
                    Title
      to Collateral

                  	
                    18

                  
	 
      	
                    8.12

                  	
                    Names
      and Addresses

                  	
                    18

                  
	 
      	
                    8.13

                  	
                    Current
      Compliance

                  	
                    18

                  
	 
      	
                    8.14

                  	
                    United
      States Pension and Benefit Plans

                  	
                    18

                  
	 
      	
                    8.15

                  	
                    Leases
      and Contracts

                  	
                    19

                  
	 
      	
                    8.16

                  	
                    Intellectual
      Property

                  	
                    19

                  
	 
      	
                    8.17

                  	
                    Business
      Interruptions

                  	
                    19

                  
	 
      	
                    8.18

                  	
                    Affiliate
      Transactions

                  	
                    19

                  
	 
      	
                    8.19

                  	
                    Property
      of Borrower

                  	
                    20

                  
	 
      	
                    8.20

                  	
                    Inventory
      Records

                  	
                    20

                  
	 
      	
                    8.21

                  	
                    FEIN

                  	
                    21

                  
	 
      	
                    8.22

                  	
                    Solvency

                  	
                    21

                  
	 
      	
                    8.23

                  	
                    Subordinated
      Indebtedness

                  	
                    21

                  
	 
      	
                    8.24

                  	
                    Inventory
      Locations

                  	
                    21

                  
	 
      	
                    8.25

                  	
                    Investment
      Company Act; Public Utility Holding Company Act

                  	
                    21

                  
	 
      	
                    8.26

                  	
                    Employee
      Relations

                  	
                    21

                  
	 
      	
                    8.27

                  	
                    Investment
      Property

                  	
                    21

                  
	 
      	
                    8.28

                  	
                    Common
      Enterprise

                  	
                    22

                  
	 
      	
                    8.29

                  	
                    Insurance

                  	
                    22

                  
	 
      	
                    8.30

                  	
                    Commercial
      Tort Claims

                  	
                    22

                  
	 
      	
                    8.31

                  	
                    Accuracy
      of Representations and Warranties

                  	
                    22

                  
	 
      	
                    8.32

                  	
                    Nature
      of Business

                  	
                    22

                  
	
                    9.

                  	
                    AFFIRMATIVE
      COVENANTS

                  	
                    22

                  
	 
      	
                    9.1

                  	
                    Payment
      of Principal, Interest and Other Amounts Due

                  	
                    22

                  
	 
      	
                    9.2

                  	
                    Claims
      for Labor and Materials

                  	
                    22

                  
	 
      	
                    9.3

                  	
                    Existence;
      Approvals; Qualification;  Compliance with Laws

                  	
                    23

                  
	 
      	
                    9.4

                  	
                    Maintenance
      of Properties

                  	
                    23

                  
	 
      	
                    9.5

                  	
                    Intellectual
      Property

                  	
                    23

                  
	 
      	
                    9.6

                  	
                    Insurance

                  	
                    23

                  
	 
      	
                    9.7

                  	
                    Inspections;
      Examinations

                  	
                    24

                  
	 
      	
                    9.8

                  	
                    Pension
      Plans

                  	
                    25

                  
	 
      	
                    9.9

                  	
                    Bank
      Accounts

                  	
                    25

                  
	 
      	
                    9.10

                  	
                    Maintenance
      of Management

                  	
                    25

                  
	 
      	
                    9.11

                  	
                    Transactions
      with Affiliates

                  	
                    26

                  
	 
      	
                    9.12

                  	
                    Additional
      Documents and Future Actions

                  	
                    26

                  
	 
      	
                    9.13

                  	
                    Title
      to Equipment

                  	
                    26

                  
	 
      	
                    9.14

                  	
                    Taxes

                  	
                    26

                  
	 
      	
                    9.15

                  	
                    Leases

                  	
                    27

                  
	 
      	
                    9.16

                  	
                    Notices

                  	
                    27

                  
	 
      	
                    9.17

                  	
                    Assignment
      of Claims Act

                  	
                    27

                  


          

        

      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    9.18

                  	
                    Commercial
      Tort Claims

                  	
                    27

                  
	 
      	
                    9.19

                  	
                    Instruments;
      Promissory Notes

                  	
                    27

                  
	 
      	
                    9.20

                  	
                    Future
      Leases

                  	
                    27

                  
	 
      	
                    9.21

                  	
                    Transfer
      of Letter of Credit

                  	
                    27

                  
	
                    10.

                  	
                    NEGATIVE
      COVENANTS

                  	
                    27

                  
	 
      	
                    10.1

                  	
                    Limitation
      on Sale and Leaseback

                  	
                    28

                  
	 
      	
                    10.2

                  	
                    Limitation
      on Indebtedness

                  	
                    28

                  
	 
      	
                    10.3

                  	
                    Loans

                  	
                    28

                  
	 
      	
                    10.4

                  	
                    Investments

                  	
                    28

                  
	 
      	
                    10.5

                  	
                    Guaranties

                  	
                    28

                  
	 
      	
                    10.6

                  	
                    Disposition
      of Assets

                  	
                    28

                  
	 
      	
                    10.7

                  	
                    Merger;
      Consolidation; Business Acquisitions; Subsidiaries

                  	
                    28

                  
	 
      	
                    10.8

                  	
                    Liens

                  	
                    29

                  
	 
      	
                    10.9

                  	
                    Letters
      of Credit

                  	
                    29

                  
	 
      	
                    10.10

                  	
                    Insurance

                  	
                    29

                  
	 
      	
                    10.11

                  	
                    Default
      Under Other Indebtedness

                  	
                    29

                  
	 
      	
                    10.12

                  	
                    Transactions
      with Affiliates

                  	
                    29

                  
	 
      	
                    10.13

                  	
                    Name
      or Chief Executive Address Change

                  	
                    30

                  
	 
      	
                    10.14

                  	
                    Change
      in Location of Collateral

                  	
                    30

                  
	 
      	
                    10.15

                  	
                    Material
      Adverse Contracts

                  	
                    30

                  
	 
      	
                    10.16

                  	
                    Restrictions
      on Use of Proceeds

                  	
                    30

                  
	 
      	
                    10.17

                  	
                    Subordinated
      Indebtedness

                  	
                    30

                  
	 
      	
                    10.18

                  	
                    Prepayments;
      Amendments and License Agreements

                  	
                    30

                  
	 
      	
                    10.19

                  	
                    Prohibited
      Transactions Under ERISA

                  	
                    31

                  
	 
      	
                    10.20

                  	
                    Licenses

                  	
                    32

                  
	 
      	
                    10.21

                  	
                    Trademark
      and Tradename Licenses

                  	
                    32

                  
	 
      	
                    10.22

                  	
                    Equipment
      Becoming Fixture

                  	
                    32

                  
	 
      	
                    10.23

                  	
                    Capital
      Expenditures

                  	
                    32

                  
	 
      	
                    10.24

                  	
                    Distributions;
      Stock Redemptions

                  	
                    32

                  
	 
      	
                    10.25

                  	
                    Change
      in Business

                  	
                    32

                  
	
                    11.

                  	
                    FINANCIAL
      COVENANTS

                  	
                    32

                  
	 
      	
                    11.1

                  	
                    Minimum
      Liquidity

                  	
                    32

                  
	 
      	
                    11.2

                  	
                    Fixed
      Charge Coverage Ratio

                  	
                    32

                  
	 
      	
                    11.3

                  	
                    Funded
      Debt to EBITDA Ratio

                  	
                    32

                  
	
                    12.

                  	
                    ACCOUNTING
      RECORDS, REPORTS AND FINANCIAL STATEMENTS

                  	
                    33

                  
	 
      	
                    12.1

                  	
                    Annual
      Statements

                  	
                    33

                  
	 
      	
                    12.2

                  	
                    Projections
      and Cash Flow

                  	
                    33

                  
	 
      	
                    12.3

                  	
                    Quarterly
      Statements

                  	
                    34

                  
	 
      	
                    12.4

                  	
                    Tax
      Returns

                  	
                    34

                  
	 
      	
                    12.5

                  	
                    Audit
      Reports

                  	
                    34

                  
	 
      	
                    12.6

                  	
                    Reports
      to Governmental Agencies and Other Creditors

                  	
                    34

                  
	 
      	
                    12.7

                  	
                    Requested
      Information

                  	
                    34

                  
	 
      	
                    12.8

                  	
                    Compliance
      Certificates

                  	
                    34

                  
	 
      	
                    12.9

                  	
                    Accountant’s
      Certificate

                  	
                    35

                  
	
                    13.

                  	
                    CONDITIONS
      PRECEDENT TO THE FUNDING OF THE LOAN

                  	
                    35

                  
	 
      	
                    13.1

                  	
                    Searches

                  	
                    35

                  


          

        

      

       

      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    13.2

                  	
                    UCC-1
      Filings

                  	
                    35

                  
	 
      	
                    13.3

                  	
                    Executed
      Loan Documents

                  	
                    35

                  
	 
      	
                    13.4

                  	
                    Authorizing
      Resolutions

                  	
                    35

                  
	 
      	
                    13.5

                  	
                    Governing
      Documents

                  	
                    35

                  
	 
      	
                    13.6

                  	
                    Material
      Agreements

                  	
                    35

                  
	 
      	
                    13.7

                  	
                    Good
      Standing Certificates

                  	
                    36

                  
	 
      	
                    13.8

                  	
                    Insurance

                  	
                    36

                  
	 
      	
                    13.9

                  	
                    Opinions
      of Counsel

                  	
                    36

                  
	 
      	
                    13.10

                  	
                    Tax
      Returns

                  	
                    36

                  
	 
      	
                    13.11

                  	
                    Licenses,
      Approvals, Etc

                  	
                    36

                  
	 
      	
                    13.12

                  	
                    No
      Material Adverse Change

                  	
                    36

                  
	 
      	
                    13.13

                  	
                    Fees

                  	
                    36

                  
	 
      	
                    13.14

                  	
                    Subordination

                  	
                    36

                  
	 
      	
                    13.15

                  	
                    Other
      Documents

                  	
                    36

                  
	
                    14.

                  	
                    DEFAULT
      AND REMEDIES

                  	
                    36

                  
	 
      	
                    14.1

                  	
                    Events
      of Default

                  	
                    36

                  
	 
      	
                    14.2

                  	
                    Remedies

                  	
                    38

                  
	 
      	
                    14.3

                  	
                    Application
      of Proceeds

                  	
                    39

                  
	 
      	
                    14.4

                  	
                    Sale
      or Other Disposition of Collateral

                  	
                    40

                  
	 
      	
                    14.5

                  	
                    Actions
      With Respect to Accounts

                  	
                    41

                  
	 
      	
                    14.6

                  	
                    Set-Off

                  	
                    42

                  
	 
      	
                    14.7

                  	
                    Turnover
      of Property Held by Bank

                  	
                    42

                  
	 
      	
                    14.8

                  	
                    Delay
      or Omission Not Waiver

                  	
                    43

                  
	 
      	
                    14.9

                  	
                    Remedies
      Cumulative

                  	
                    43

                  
	 
      	
                    14.10

                  	
                    Consents,
      Approvals and Discretion

                  	
                    43

                  
	 
      	
                    14.11

                  	
                    Certain
      Fees, Costs, Expense Expenditures

                  	
                    43

                  
	
                    15.

                  	
                    INDEMNIFICATION

                  	
                    44

                  
	
                    16.

                  	
                    COMMUNICATIONS
      AND NOTICES

                  	
                    45

                  
	
                    17.

                  	
                    WAIVERS

                  	
                    45

                  
	 
      	
                    17.1

                  	
                    Waivers

                  	
                    45

                  
	 
      	
                    17.2

                  	
                    Forbearance

                  	
                    46

                  
	 
      	
                    17.3

                  	
                    Limitation
      on Liability

                  	
                    46

                  
	 
      	
                    17.4

                  	
                    Waiver
      of Subrogation

                  	
                    46

                  
	
                    18.

                  	
                    SUBMISSION
      TO JURISDICTION

                  	
                    47

                  
	
                    19.

                  	
                    MISCELLANEOUS

                  	
                    47

                  
	 
      	
                    19.1

                  	
                    Brokers

                  	
                    47

                  
	 
      	
                    19.2

                  	
                    Use
      of Bank’s Name

                  	
                    47

                  
	 
      	
                    19.3

                  	
                    No
      Joint Venture

                  	
                    47

                  
	 
      	
                    19.4

                  	
                    Survival

                  	
                    47

                  
	 
      	
                    19.5

                  	
                    No
      Assignment

                  	
                    47

                  
	 
      	
                    19.6

                  	
                    Assignment
      or Sale by Bank

                  	
                    48

                  
	 
      	
                    19.7

                  	
                    Publicity

                  	
                    48

                  
	 
      	
                    19.8

                  	
                    Injunctive
      Relief

                  	
                    48

                  
	 
      	
                    19.9

                  	
                    Time
      is of the Essence

                  	
                    48

                  
	 
      	
                    19.10

                  	
                    All
      Powers Coupled With Interest

                  	
                    48

                  
	 
      	
                    19.11

                  	
                    Disclosure
      and Disclaimer Regarding Power of Attorney

                  	
                    48

                  


          

        

      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	
                    19.12

                  	
                    Binding
      Effect

                  	
                    49

                  
	 
      	
                    19.13

                  	
                    Severability

                  	
                    49

                  
	 
      	
                    19.14

                  	
                    No
      Third Party Beneficiaries

                  	
                    49

                  
	 
      	
                    19.15

                  	
                    Modifications

                  	
                    49

                  
	 
      	
                    19.16

                  	
                    Holidays

                  	
                    49

                  
	 
      	
                    19.17

                  	
                    Law
      Governing

                  	
                    49

                  
	 
      	
                    19.18

                  	
                    Integration

                  	
                    49

                  
	 
      	
                    19.19

                  	
                    Exhibits
      and Schedules

                  	
                    49

                  
	 
      	
                    19.20

                  	
                    Headings

                  	
                    49

                  
	 
      	
                    19.21

                  	
                    Counterparts;
      Facsimile Signatures

                  	
                    50

                  
	 
      	
                    19.22

                  	
                    Joint
      and Several

                  	
                    50

                  
	 
      	
                    19.23

                  	
                    Limitation
      on Damages

                  	
                    50

                  
	 
      	
                    19.24

                  	
                    Waiver
      of Right to Trial by Jury

                  	
                    50

                  


          

        

      


      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      

    

    


    LOAN AND SECURITY
AGREEMENT

     

    THIS LOAN AND SECURITY
AGREEMENT is made effective as of September 3, 2010 by and among ACCESS TO MONEY, INC., a
Delaware corporation (the “Borrower”); TRM ATM CORPORATION, TRM ATM
ACQUISITION CORPORATION, LJR CONSULTING CORP., AND ACCESS TO MONEY-SL,
INC. (each individually, a “Guarantor” and collectively,
the “Guarantors”); and
SOVEREIGN BANK (“Bank”).

     

    NOW, THEREFORE, in
consideration of the terms and conditions contained herein, and of any
extensions of credit now or hereafter made to or for the benefit of Borrower
under this Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:

     

    1.           DEFINITIONS AND
CONSTRUCTION.

     

    1.1           Definitions.  The
following words and phrases as used in capitalized form in this Agreement,
whether in the singular or plural, shall have the meanings
indicated:

     

    Account
Debtor means any Person who is or who may become obligated under, with
respect to, or on account of, an Account.

     

    Accounts
means, with respect to a Person, all of such Person’s now owned and hereinafter
acquired rights to payment for goods sold or leased or for services rendered
which is not evidenced by any instrument or chattel paper, whether or not it has
been earned by performance, and any other property or interest in property that
is classified as an account pursuant to the UCC.

     

    Affiliate
means, with respect to any Person, (a) any officer, director or managing member
of such Person, (b) any Subsidiary of such Person, and (c) any other Person
(other than a Subsidiary) that, (i) directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
such Person, (ii) directly or indirectly beneficially owns or holds ten percent
(10%) or more of any class of Voting Stock of such Person or any Subsidiary of
such Person, or (iii) ten  percent (10%) or more of the Voting Stock
of which is directly or indirectly beneficially owned or held by such Person or
a Subsidiary of such Person.  The term “control” means the possession
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of the Voting
Stock, by contract or otherwise.

     

    Agreement
means this Loan and Security Agreement.

     

    Applicable
Law means, with respect to any Person, all provisions of constitutions,
statutes, regulations and orders of any Governmental Authority applicable to
such Person or its property, including, without limitation, all orders and
decrees of all courts and arbitrators in proceedings or actions to which such
Person is a party.  In respect of contracts relating to interest or
finance charges that are made or performed in the State of New Jersey, “Applicable
Law” shall mean the laws of the U.S., including without limitation 12
U.S.C. §§ 85 and 86(a), as amended from time to time, and any other statute of
the U.S. now or at any time hereinafter prescribing the maximum rates of
interest on loans and extensions of credit, and the laws of the State of New
Jersey.

     

    
      Bank
means Sovereign Bank, its successors and
assigns.

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Bank
Expenses has the meaning set forth in Section
14.11.

     

    Bankruptcy
Code means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended,
and any successor statute.

     

    Benefit
Plan means a “defined benefit plan” (as defined in Section 3(35) of
ERISA) for which Borrower, any Subsidiary of Borrower, or any ERISA Affiliate
has been an “employer” (as defined in Section 3(5) of ERISA) within the past six
years.

     

    Books
means all of a Person’s books and records, including without
limitation,  ledgers; records indicating, summarizing, or evidencing
such Person’s properties or assets (including the Collateral) or liabilities;
all information relating to such Person’s business operations or financial
condition; and all computer programs, disk or tape files, printouts, runs or
other computer prepared information.

     

    Borrower
means Access to Money, Inc., a Delaware corporation, and its successors and
assigns.

     

    Business
Day means any day that is not a Saturday, Sunday, or other day on which
commercial banks in New Jersey are authorized or required to close.

     

    Capital
Expenditures mean any expenditure that would be classified as a capital
expenditure in accordance with GAAP; provided that for the purposes of this
Agreement, Capital Expenditures shall not include expenditures for income
producing ATM machines purchased or leased by Borrower in the ordinary course of
its business.

     

    Capitalized
Lease means any lease of Property, the obligations for the rental of
which are required to be capitalized in accordance with GAAP.

     

    Capitalized Lease
Obligations means all amounts payable with respect to a Capitalized
Lease.

     

    Change of
Control shall mean the occurrence, other than in connection with the
Transactions, of any of the following on or after the Closing Date:

     

    (a)           the
direct or indirect sale, lease, transfer, conveyance, or other disposition, in
one or a series of related transactions, of all or substantially all of the
assets of Borrower and its Subsidiaries, taken as a whole;

     

    (b)           any
“person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) becomes the “beneficial owner” (within the meaning of Rule 13d-3
of the SEC under the Exchange Act) of more than 40% of the Equity Interests of
Borrower having the right to vote for the election of members of the Board of
Directors thereof;

     

    (c)           individuals
who on the Closing Date constitute the Board of Directors of Borrower (together
with any new directors whose appointment by the Board of Directors of Borrower
or whose nomination by the Board of Directors of Borrower for election by
Borrower’s stockholders was approved by a vote of at least a majority of the
members of the Board of Directors then in office who either were members of the
Board of Directors on the Closing Date or whose appointment or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the members of the board of directors then in office;
and

     

    
      
        
           


        

        
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    (d)           any
change in control (or similar event, however denominated) with respect to
Borrower shall occur under and as defined in any indenture or agreement in
respect of material Indebtedness to which Borrower is a party.

     

    Closing
Date means the date of this Agreement.

     

    Collateral
has the meaning set forth in Section
7.4.

     

    Commercial Tort
Claims shall have the meaning given to such term in the UCC.

     

    Compliance
Certificate means a certificate substantially in the form of Exhibit A
and delivered by the chief executive officer or chief financial officer of
Borrower, to Bank, as required under Section
12.9.

     

    Default
means an event, condition or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.

     

    Default
Rate has the meaning set forth in Section
4.2.

     

    Dollars or
$ means freely transferable U.S. Dollars.

     

    EBITDA
means, for any period, without duplication, the Net Income (or loss) of Borrower
for such period, plus the aggregate amounts deducted in determining such
consolidated Net Income in respect of (i) Interest Expense, (ii) Tax Expense,
(iii) other non-cash charges to include, without limitation, any stock
compensation expenses, any changes in fair value of stock warrants and goodwill
impairment charges, and (iv) depreciation and amortization expenses for such
period, each determined on a consolidated basis in accordance with
GAAP.

     

    Equipment
means all of a Person’s present and hereafter acquired cars, trucks, vehicles,
machinery, machine tools, motors, equipment, furniture, furnishings, fixtures,
trailers, tools, dies, jigs, molds, parts, goods (other than consumer goods,
farm products, or Inventory), wherever located, including, without limitation
(a) any interest of such Person in any of the foregoing, and (b) all
attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing.

     

    ERISA
means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1000 et
seq., amendments thereto, successor statutes, and regulations or guidance
promulgated thereunder.

     

    ERISA
Affiliate means (a) any Person subject to ERISA whose employees are
treated as employed by the same employer as the employees of any Obligor under
IRC Section 414(b), (b) any trade or business subject to ERISA whose employees
are treated as employed by the same employer as the employees of any Obligor
under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and
Section 412 of the IRC, any Person subject to ERISA that is a member of an
affiliated service group of which any Obligor is a member under IRC Section
414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of
the IRC, any Person subject to ERISA that is a party to an arrangement with any
Obligor and whose employees are aggregated with the employees of any Obligor
under IRC Section 414(o).

     

    
      
        
           


        

        
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    ERISA
Event means (a) a Reportable Event with respect to any Benefit Plan or
Multiemployer Plan, (b) the withdrawal of any Obligor, any of its Subsidiaries
or ERISA Affiliates from a Benefit Plan during, a plan year in which it was a
“substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c) the
providing of notice of intent to terminate a Benefit Plan in a distress
termination (as described in Section 4041(c) of ERISA), (d) the institution by
the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan, (e)
any event or condition (i) that provides a basis under Section 4042(a)(1), (2),
or (3) of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan or Multiemployer Plan, or (ii) that may result in
termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, (or the
partial or complete withdrawal within the meaning of Sections 4203 and 4205 of
ERISA, of any Obligor, any of its Subsidiaries or ERISA Affiliates from a
Multiemployer Plan, or (g) providing any security to any Plan under Section
401(a)(29) of the IRC by any Obligor or any of its Subsidiaries or any of their
ERISA Affiliates.

     

    Event of
Default has the meaning set forth in Section
14.1.

     

    Exchange of
Act shall mean the Securities Exchange Act of 1934, as
amended.

     

    FEIN means
Federal Employer Identification Number.

     

    Financial
Asset means any financial asset, now owned or hereafter acquired that is
classified as a “financial asset” pursuant to Chapter 8 (or Article 8) of the
UCC.

     

    Fixed Charge
Coverage Ratio means the ratio, calculated for the prior four consecutive
fiscal quarters, of (i) the sum of (a) EBITDA, minus (b)
distributions, minus (c) unfunded
capital expenditures, to (ii) the sum of (w) the amount of  Interest
Expense paid in cash during such period, plus (x) current
maturities of long term debt of Borrower, plus (y) current
maturities of Capitalized Lease Obligations plus (z) the amount
of cash taxes paid during such period.

     

    Funded Debt
shall mean without duplication, all Indebtedness of Borrower for borrowed
money exclusive of all Subordinated Indebtedness, and all guaranties of Borrower
of any or all of the foregoing.

     

    GAAP means
generally accepted accounting principles in the United States of America, in
effect from time to time, consistently applied and maintained.

     

    General
Intangibles means all of a Person’s present and future general
intangibles and other personal property (including contract rights, rights
arising under common law, statutes, or regulations, licenses, lease rights,
permits, approvals, choses or things in action, goodwill, trade secrets,
methods, processes, know-how, formulas, label designs, domain names, domain name
registrations, patents, patent rights and applications, trade names, brand
names, logos, inventions, trademarks and registrations or applications
therefore, servicemarks and registrations or applications therefor, copyrights
and registrations or applications therefor, blueprints, plans, patterns,
drawings, specifications, designs, manufacturing or processing rights, purchase
orders, customer lists, monies due or recoverable from pension funds, route
lists, rights to payment and other rights under any royalty or licensing
agreements, infringement claims, software and computer programs, information
contained on computer disks or tapes, literature, reports, catalogs, deposit
accounts, insurance premium rebates, tax refunds, tax refund claims, government
subsidy payments, databases, all notes and records with respect to any research
and development and all physical embodiments of the foregoing), other than
Inventory, Accounts, Equipment and Negotiable Collateral.  General
Intangibles shall also include, without limitation, all assets necessary to the
operation and maintenance of all present and future websites, including without
limitation, all equipment, lease agreements, hosting agreements, line leases,
intellectual property, copyrights, patents, trademarks, software licenses and
general intangibles, and all intellectual property assets described on Schedule
8.16.

    


    
      
        
           


        

        
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    Governing
Documents means the certificate or articles of incorporation, by-laws,
partnership agreement, joint venture agreement, operating agreement or other
organizational or governing documents of any Person.

     

    Governmental
Authority means any nation or government, any federal, state, county,
municipal, parish, provincial or other political subdivision thereof and any
department, commission, board, court, agency or other instrumentality or entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

     

    Guarantor
means each of TRM ATM Corporation, TRM ATM Acquisition Corporation, LJR
Consulting Corp., and Access to Money – SL, Inc. and their respective successors
and assigns.

     

    Indebtedness,
as applied to a Person, means:

     

    (A)          all
items (except items of capital stock or of surplus) which in accordance with
GAAP would be included in determining total liabilities as shown on the
liability side of a balance sheet of such Person as at the date as of which
Indebtedness is to be determined;

     

    (B)           to
the extent not included in the foregoing, all indebtedness, obligations, and
liabilities secured by any mortgage, pledge, lien, conditional sale or other
title retention agreement or other security interest to which any property or
asset owned or held by such Person is subject, whether or not the indebtedness,
obligations or liabilities secured thereby shall have been assumed by such
Person; and

     

    (C)           to
the extent not included in the foregoing, all indebtedness, obligations and
liabilities of others which such Person has directly or indirectly guaranteed,
endorsed (other than for collection or deposit in the ordinary course of
business), sold with recourse, or agreed (contingently or otherwise) to purchase
or repurchase or otherwise acquire or in respect of which such Person has agreed
to supply or advance funds (whether by way of loan, stock purchase, capital
contribution or otherwise) or otherwise to become directly or indirectly
liable.

     

    Indemnified
Parties has the meaning set forth in Section
15.

     

    Interest
Expense as applied to Borrower means for any period, the amount of
interest expense on Indebtedness of Borrower for such period, determined in
accordance with GAAP.

     

    Interest
Rate means Six and 81/100 percent (6.81%) per annum.

     

    Inventory
means all present and future inventory in which a Person has any interest,
including goods held for sale or lease or to be furnished under a contract of
service and all of such Person’s present and future raw materials, work in
process, finished goods, packaging, packing and shipping materials, goods used
or consumed in the Person’s business, component parts, supplies and returned,
rejected or repossessed goods, wherever located.

     

    Inventory
Locations means each of the locations described on Schedule 8.24(a),
as such Schedule
8.24(a) may be amended from time to time pursuant to Section 10.14.

     

    
      
        
           


        

        
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    Investment
Property means any investment property, now owned or hereafter acquired,
that is classified as “investment property” pursuant to the UCC.

     

    IRC means
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.

     

    Lampe
Indebtedness means Indebtedness issued and outstanding pursuant to the
Lampe Loan Agreement.

     

    Lampe Loan
Agreement  means that certain Amended and Restated Loan
Agreement of even date herewith by and among Access to Money, Inc., f/k/a TRM
Corporation, Lampe, Conway & Co., LLC and the lenders party thereto which
amended and restated that certain Securities Purchase Agreement dated as of
April 18, 2008, by and among Access to Money, Inc. f/k/a TRM Corporation, Lampe
Conway & Co., LLC and the lenders party thereto, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

     

    Lease
means any lease of real estate under which Borrower is the lessee.

     

    Leasehold
Property means any real estate owned by Borrower which is the subject of
a Lease.

     

    Licenses
means all licenses, permits, consents, approvals, security clearances,
and authorizations issued by a Governmental Authority with respect to or in
connection with the operation of Borrower’s business.

     

    Lien means
any interest in property securing an obligation owed to, or a claim by, any
Person other than the owner of the property, whether such interest shall be
based on the common law, statute, or contract, whether such interest shall be
recorded, published, registered or perfected, and whether such interest shall be
contingent upon the occurrence of some future event or events or the existence
of some future circumstance or circumstances, including the lien or security
interest arising, from a mortgage, debenture, charge, deed of trust,
encumbrance, pledge, assignment, deposit arrangement, security agreement,
adverse claim or charge, conditional sale or trust receipt, or from a lease,
consignment, or bailment for security purposes and also including reservations,
exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases, and other title exceptions and encumbrances affecting any
real property.

     

    Loan
Account has the meaning set forth in Section
5.8.

     

    Loan
Documents means this Agreement, the Note, the Subordination Agreements,
the Surety Agreements, and any other assignment or other agreement entered into,
now or in the future, in connection with this Agreement, the Obligations or any
of the transactions contemplated hereunder.

     

    Loan has
the meaning set forth in Section
2.1.

     

    Management
Group means collectively, Richard Stern, Michael Dolan and Douglas
Falcone, each an individual.

     

    Material Adverse
Change means (a) a material adverse change, as determined by Bank in good
faith, in the business, operations, results of operations, assets, liabilities
or condition (financial or otherwise) of any Obligor, (b) the material
impairment, as determined by Bank in good faith, of any Obligor’s ability to
perform its obligations under the Loan Documents to which it is a party or of
Bank’s ability to enforce the Obligations of the Loan Documents or to realize
upon the Collateral, (c) a material adverse effect, as determined by Bank in
good faith, on the value of the Collateral or the amount that Bank would be
likely to receive (after giving consideration to delays in payment and costs of
enforcement) in the liquidation of such Collateral, or (d) a material
impairment, as determined by Bank in good faith, of the priority of the Liens in
favor of Bank with respect to the Collateral.

     

    
      
        
           


        

        
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    Maturity
Date means September 1, 2015.

     

    Multiemployer
Plan means a “multiemployer plan” (as defined in Section 4001(a)(3) of
ERISA) to which Borrower, any of its Subsidiaries, or any ERISA Affiliate has
contributed, or was obligated to contribute, within the past six
years.

     

    Negotiable
Collateral means all of a Person’s present and future letters of credit,
notes, drafts, instruments, Investment Property, Financial Assets, Capital Stock
of direct and indirect Subsidiaries of Borrower, documents, personal property
leases (wherein such Person is the lessor), chattel paper, and such Person’s
Books relating to any of the foregoing.

     

    Net Income
means income (or loss) of Borrower after Tax Expense and shall have the meaning
given such term by GAAP, provided that there shall be specifically excluded
therefrom (a) gains from the sale of capital assets, (b) net income of any other
Person in which Borrower or any of its Subsidiaries has an ownership interest,
unless received by Borrower or any of its Subsidiaries in a cash distribution,
and (c) any gains arising from extraordinary items, as defined by
GAAP.

     

    Non-Assignable
Contracts has the meaning set forth in Section
7.1(e).

     

    Note means
the Promissory Note executed and delivered pursuant to Section
2.2.

     

    Obligations
means the Loan, debts, principal, interest (including any interest that, but for
the provisions of the Bankruptcy Code, would have accrued), indebtedness arising
from any letters of credit issued by Bank, derivative transactions, obligations
arising under any swap agreement (as defined in 11 U.S.C. Section 101),
liabilities (including all amounts charged to the Loan Account pursuant hereto),
obligations, fees, charges, costs, or Bank Expenses (including any fees or
expenses that, but for the provisions of the Bankruptcy Code, would have
accrued), lease payments, guaranties, covenants, and duties owing by Borrower to
Bank of any kind and description (whether pursuant to or evidenced by the Loan
Documents or pursuant to any other agreement between Bank and Borrower, and
irrespective of whether for the payment of money), whether as principal or
surety, direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including any debt, liability, or obligation
owing from Borrower to others that Bank may have obtained by assignment or
otherwise, and further including all interest not paid when due and all Bank
Expenses that Borrower is required to pay or reimburse by the Loan Documents, by
law, or otherwise.

     

    Obligors
mean Borrower and Guarantors, collectively.

     

    Operating
Agreement means any equipment lease, advertising contract, supply
agreement, employment agreement, collective bargaining agreement or other
similar agreement or contract relating to the operation of the
business.

     

    PBGC means
the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any
successor thereto.

    


    
      
        
           


        

        
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    Person
means and includes natural persons, legal persons, corporations, limited
liability companies, limited partnerships, general partnerships, limited
liability partnerships, joint ventures, trusts, land trusts, business trusts, or
other organizations, irrespective of whether they are legal entities, and any
governments and agencies and political subdivisions thereof.

     

    Plan means
any employee benefit plan, program, or arrangement maintained or contributed to
by Borrower or with respect to which it may incur liability.

     

    Property
shall mean all types of real, personal or mixed property and all types of
tangible or intangible property.

     

    Reportable
Event means any of the events described in Section 4043(c) of ERISA or
the regulations thereunder.

     

    Solvent
means, with respect to any Person on a particular date, that on such date (a) at
fair valuations, all of the properties and assets of such Person are greater
than the sum of the debts, including contingent liabilities, of such Person, (b)
the present fair salable value of the properties and assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person is
able to realize upon its properties and assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (d) such Person does not intend to, and does not
believe that it will, incur debts beyond such Person’s ability to pay as such
debts mature or fall due, and (e) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s properties and assets would constitute unreasonably small capital
after giving due consideration to the prevailing practices in the industry in
which such Person is engaged.  In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed
at the amount that, in light of all the facts and circumstances existing at such
time, represents the amount that reasonably can be expected to become an actual
or matured liability.

     

    Subordinated
Indebtedness means Indebtedness of Borrower which has maturities and
terms, and which is subordinated to payment of the Obligations in a manner,
approved in writing by Bank, and in each such case any renewals, modifications
or amendments thereof which are approved in writing by Bank to the extent
required by the Subordination Agreement relating to such
Indebtedness.

     

    Subordination
Agreements shall mean those certain Intercreditor and Subordination
Agreements of even date herewith from Douglas Falcone and Lampe, Conway &
Co, LLC in favor of Bank.

     

    Subsidiary
of a Person means a corporation, partnership, limited liability company, or
other entity in which that Person directly or indirectly owns or controls the
shares of Capital Stock having ordinary voting power to elect a majority of the
board of directors (or appoint other comparable managers) of such corporation,
partnership, limited liability company, or other entity.

     

    Surety
Agreement has the meaning set forth in Section
7.3.

     

    Tax
Expense as applied to Borrower means for any period, the amount of tax
expense of Borrower for such period, determined in accordance with
GAAP.

     

    U.S. means
the United States of America.

    


    
      
        
           


        

        
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    UCC means
(i) the Uniform Commercial Code as adopted in New Jersey, as it may be amended,
revised or replaced from time to time, and (ii) the Uniform Commercial Code as
in effect from time to time in such other states as any Collateral may be
located, as and to the extent applicable.

     

    1.2           Accounting
Terms and Determinations.  Except as otherwise provided in this
Agreement, all computations and determinations as to accounting or financial
matters shall be made in accordance with GAAP, and all accounting or financial
terms shall have the meanings ascribed to such terms by GAAP as in effect on the
date of determination.  All financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with
GAAP.

     

    1.3           UCC.  Any
terms used in this Agreement that are defined in the UCC shall be construed and
defined as set forth in the UCC unless otherwise defined herein.  To
the extent that the definitions of any categories or types of collateral are
expanded in any revision to, amendment of or new version of the UCC, such
changed or expanded definitions will apply to this Agreement as of the effective
date of such revision, amendment or new statute.

     

    1.4           Construction.  Unless
the context of this Agreement clearly requires otherwise, references to the
plural include the singular, references to the singular include the plural, the
term “including” is not limiting, and the term “or” has, except where otherwise
indicated, the inclusive meaning represented by the phrase
“and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement.  An Event of Default shall
“continue” or be “continuing” until such Event of Default has been cured or
waived in writing by Bank.  Section, subsection, clause, schedule, and
exhibit references are to sections, subsections, clauses, schedules and exhibits
in this Agreement unless otherwise specified.  Any reference in this
Agreement or in the Loan Documents to this Agreement, any of the Loan Documents
or any other document or agreement shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
supplements, and restatements thereto and thereof, as applicable.

     

    1.5           Schedules
and Exhibits.  All of the schedules and exhibits attached to
this Agreement, as they may from time to time be amended or restated, shall be
deemed incorporated herein by reference.

     

    1.6           Obligor’s
Knowledge.  Any statements, representations or warranties that
are based upon the best knowledge of any Obligor or an officer thereof shall be
deemed to have been made after due inquiry by such Obligor or such officer, as
applicable, with respect to the matter in question.

     

    2.           THE
LOAN.

     

    2.1           The
Loan: Subject to the terms and
conditions of this Agreement and the Loan Documents, Bank agrees to extend to
Borrower a term loan in the original principal amount of Five Million Five
Hundred Thousand Dollars ($5,500,000) (the “Loan”).

    


    
      
        
           


        

        
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    2.2           The
Note.  Borrower’s obligation to repay the Loan shall be further
evidenced by a promissory note executed and delivered by Borrower to Bank in the
face amount of Five Million Five Hundred Thousand Dollars ($5,500,000) (the
“Note”) which shall be
in a form acceptable to Bank.

     

    2.3           Funding
of the Loan.  The proceeds of the Loan shall be advanced at
closing hereunder in accordance with such procedures as Bank may
require.

     

    3.           USE OF
LOAN PROCEEDS.  Borrower agree to use the proceeds of the Loan
solely (a) to repay existing Indebtedness, (b) to pay closing costs and expenses
incurred by Borrower in connection with the transactions contemplated hereunder,
and (c) for other general corporate purposes of Borrower consistent with the
terms and conditions of this Agreement.

     

    4.           INTEREST
RATE.

     

    4.1           Interest
Rate.  The principal balance of the Loan will accrue interest
at the Interest Rate.

     

    4.2           Default
Rate.  Interest will accrue on the principal balance of the
Loan after the occurrence of an Event of Default or Maturity Date at a rate of
three percent (3%) in excess of the Interest Rate (the “Default
Rate”).  Obligors acknowledge and agree that the Default Rate
is reasonable in light of the increased risk of collection of the sums due under
the Loan after occurrence of an Event of Default and the costs and expenses of
Bank related thereto.

     

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

     

    4.4           Calculations.  Interest
will be computed on the basis of a year of 365 days and paid for the actual
number of days elapsed.

     

    4.5           Limitation
of Interest to Maximum Lawful Rate.  In no event will
the rate of interest payable hereunder exceed the maximum rate of interest
permitted to be charged by applicable law (including the choice of law rules)
and any interest paid in excess of the permitted rate will be refunded to
Borrower.  Such refund will be made by application of the excessive
amount of interest paid against any sums outstanding hereunder and will be
applied in such order as Bank may determine.  If the excessive amount
of interest paid exceeds the sums outstanding, the portion exceeding the sums
outstanding will be refunded in cash by Bank.  Any such crediting or
refunding will not cure or waive any Event of Default.  Borrower agree
that in determining whether or not any interest payable hereunder exceeds the
highest rate permitted by law, any nonprincipal payment, including without
limitation prepayment fees and late charges, will be deemed to the extent
permitted by law to be an expense, fee, premium or penalty rather than
interest.

     

    5.           PAYMENTS AND
FEES.

     

    5.1           Principal
and Interest Payments.  Borrower agrees to pay to Bank the
principal and accrued interest on the Loan in fifty-nine (59) equal and
consecutive monthly installments of $108,418.78 each, on the first (1st)  day
of each calendar month, commencing on October 1, 2010, and in one (1) final
payment of the remaining principal balance plus all accrued and unpaid interest
thereon on the Maturity Date.

    


    
      
        
           


        

        
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    5.2           Facility
Fee.  Borrower agrees to pay to Bank on the date hereof the
remaining balance of the loan facility fee in the amount of $27,500.00, which
fee was fully earned upon execution of the term sheet.  Borrower and
Bank acknowledge that Borrower has already paid to Bank a portion of the loan
facility fee in the amount of $10,000.00.   The balance of the
loan facility fee, $17,500.00, shall be paid at Closing.

     

    5.3           Late
Charge.  In the event that Borrower fails to pay any principal,
interest or other fees or expenses payable hereunder for a period of at least
three (3) days, in addition to paying such sums, Borrower will pay to Bank a
late charge equal to five percent (5%) of such past due payment as compensation
for the expenses incident to such past due payment.

     

    5.4           Prepayment
of Loan.  Borrower may prepay all or any part of the principal
balance of the Loan at any time, following delivery of not less than thirty (30)
days prior written notice to Bank.  All prepayments will be applied to
the regularly scheduled payments in the inverse order in which they are
due.  Borrower shall pay, together with any prepayment, the following
fees which shall apply upon a full prepayment or a partial prepayment, subject
to the conditions below: (a) five percent (5%) of the amount prepaid from the
Closing Date through August 31, 2011, (b) four percent (4%) of the amount
prepaid from September 1, 2011 through August 31, 2012, (c) three percent (3%)
of the amount prepaid from September 1, 2012 through August 31, 2013; (d) two
percent (2%) of the amount prepaid from September 1, 2013 through August 31,
2014, and (e) one percent (1%) of the amount prepaid from September 1, 2014
through the Maturity Date.  Notwithstanding the foregoing, such
prepayment fees shall not apply in the event of a partial prepayment that (i) is
less than fifty percent (50%) of the outstanding principal balance of the Loan
at the time of such prepayment, or (ii) is made from the proceeds of a
subordinated loan or an equity raise, either of which is acceptable to Bank in
its sole discretion.

     

    5.5           Payment
Method and Application.

     

    (i)           Payment
Method.  Borrower irrevocably authorizes Bank to debit all
payments required to be made by Borrower under the Loan or under any of the Loan
Documents, on the date due, from any deposit account maintained by Borrower with
Bank, including without limitation, the deposit account number 1251167195 of
Borrower maintained with Bank.  If there are insufficient funds in
such accounts or Bank for any reason does not debit such accounts, Borrower will
make such payments directly to Bank.

     

    (ii)         Application
of Payments.  All payments shall be remitted to Bank and all
such payments not relating to principal or interest on the Loan, or not
constituting payment of specific fees and all proceeds of Collateral received by
Bank, shall be applied first, to pay any fees, indemnities or expense
reimbursements then due to Bank from Borrower; second, to pay interest due and
payable in respect of the Loan; third, to pay principal of the Loan; and fourth,
to pay any other Obligations due to Bank by Borrower.

     

    
      
        
          
             


          

          
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    (iii)        Immediately
Available Funds.  All payments are to be made in immediately
available funds.  If Bank accepts payment in any other form, such
payment shall not be deemed to have been made until the funds comprising such
payment have actually been received by or made available to Bank.

    


    (iv)           Event of
Default.  Notwithstanding anything herein or elsewhere to the
contrary, upon the occurrence of an Event of Default, any and all payments
received by Bank on account of any of the Obligations may be applied to costs,
indemnities, fees, interest and principal constituting Obligations in such order
as Bank, in its discretion, elects.

     

    5.6           Reinstatement
of Obligations.  If any Obligor makes a payment or payments and
such payment or payments, or any part thereof, are subsequently invalidated,
declared to be fraudulent or preferential, set aside or are required to be
repaid to a trustee, receiver, or any other person under
any  bankruptcy act, state or federal law, common law or equitable
cause, then to the extent of such payment or payments, the obligations or part
thereof hereunder intended to be satisfied shall be revived and continued in
full force and effect as if said payment or payments had not been
made.

     

    5.7           Maintenance
of Loan Account; Statements of Obligations.  Bank shall
maintain an account on its books in the name of Borrower (the “Loan Account”) on which
Borrower will be charged with the Loan made by Bank to Borrower, including,
accrued interest, Bank Expenses, and any other payment Obligations of
Borrower.  Bank shall render monthly statements regarding the Loan
Account to Borrower, including principal, interest, fees, and including an
itemization of all charges and expenses constituting Bank Expenses owing, and
such statements shall be conclusively presumed to be correct and accurate, and
shall constitute an account stated between Borrower and Bank unless, within ten
(10) days after receipt thereof by Borrower, Borrower shall deliver to Bank
written objection thereto describing the error or errors contained in any such
statements.

     

    5.8           Loss of
Margin.  In the event that any present or future law, rule,
regulation, treaty or official directive or the interpretation or application
thereof by any central bank, monetary authority or governmental authority, or
the compliance with any guideline or request of any central bank, monetary
authority or governmental authority (whether or not having the force of
law):

     

    (i)           subjects
Bank to any tax with respect to any amounts payable under this Agreement or the
other Loan Documents by Borrower or otherwise with respect to the transactions
contemplated under this Agreement or the other Loan Documents (except for taxes
on the overall net income of Bank imposed by the U.S. or any political
subdivision thereof); or

     

    (ii)          imposes,
modifies or deems applicable any deposit insurance, reserve, special deposit,
capital maintenance, capital adequacy, or similar requirement against assets
held by, or deposits in or for the account of, or loans or advances or
commitment to make loans or advances by, or letters of credit issued or
commitment to issue letters of credit by Bank; or

     

    


    
      
        
           


        

        
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    (iii)         imposes
upon Bank any other condition with respect to extensions of credit or the
commitment to make extensions of credit under this Agreement, and the result of
any of the foregoing is to increase the costs of Bank, reduce the income
receivable by or return on equity of Bank or impose any expense upon Bank in
each case related to any extensions of credit made by Bank or commitments by
Bank to extensions of credit under this Agreement, Bank shall so notify Borrower
in writing.  Borrower agrees to pay Bank the amount of such increase
in cost, reduction in income, reduced return on equity or capital, or additional
expense within ten (10) days after presentation by Bank of a statement
concerning such increase in cost, reduction in income, reduced return on equity
or capital, or additional expense.  Such statement shall set forth a
brief explanation of the amount and Bank’s calculation of the amount (in
determining such amount Bank may use any reasonable averaging and attribution
methods), which statement shall be conclusively deemed correct absent manifest
error.  If the amount set forth in such statement is not paid within
twenty (20) days after such presentation of such statement, interest will be
payable on the unpaid amount at the Default Rate from the due date until paid,
both before and after judgment.

     

    5.9           Savings
Clause.  Anything contained in this Agreement or any other Loan
Documents to the contrary notwithstanding, the obligations of Borrower with
respect to the repayment of the outstanding principal balance of the Loan shall
be limited to a maximum aggregate amount equal to the greater of (a) the loan
proceeds and the value of all other consideration and benefits received by or
for the benefit of such Borrower in connection with the financing transactions
contemplated hereunder, or (b) the largest amount that would not render its
obligations with respect thereto subject to avoidance as a fraudulent transfer
or conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state, federal, provincial or other
applicable law of any jurisdiction (collectively, the “Fraudulent Transfer Laws”), if
and to the extent such Borrower (or trustee on its behalf) has properly invoked
the protections of the Fraudulent Transfer Laws.  In making such
determination, all rights of subrogation and contribution of Borrower with
respect to such obligations shall be deemed to be an asset of
Borrower.

     

    6.           TAXES.

     

    6.1           Payment
of Taxes.  Any and all payments by Borrower to or for the
account of Bank hereunder or under any other Loan Document shall be made free
and clear of, and without deduction for, any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the
case of Bank, taxes imposed on its income, and franchise taxes imposed on it, by
the jurisdiction under the laws of which Bank is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).  If
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable under this Agreement or any other Loan Document to Bank, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) Bank receives an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrower shall make such deductions,
(iii) Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with Applicable Law, and (iv)
Borrower shall furnish to Bank the original or a certified copy of the receipt
evidencing payment thereof.

    


    
      
        
           


        

        
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    6.2           Payment
of Other Taxes.  In addition, Borrower agrees to pay any and
all present or future stamp or documentary taxes and any other excise or
property taxes or charges or similar levies which arise from any payment made
under this Agreement or any other Loan Document or from the execution or
delivery of, or otherwise with respect to, this Agreement or any other Loan
Document (hereinafter referred to as “Other Taxes”).

     

    6.3           Receipt
of Payment.  Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, Borrower shall furnish to Bank the original or
a certified copy of the receipt evidencing such payment.

     

    6.4           Survival.  Without
prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in this Section shall survive
the termination of this Agreement and the payment in full of the
Obligations.

     

    7.           SECURITY; COLLECTION OF
RECEIVABLES AND PROCEEDS OF COLLATERAL.

     

    7.1           Personal
Property.  As security for the full and timely payment and
performance of all Obligations, Obligors hereby grant to Bank a first priority,
perfected security interest in all personal property of each Obligor, wherever
located, now owned or hereafter acquired, including without limitation the
following:

     

    (i)           All
present and future Accounts, contract rights, chattel paper, instruments and
documents and all other rights to the payment of money whether or not yet
earned, for services rendered or goods sold, consigned, leased or furnished or
otherwise, in all cases together with (i) all goods (including any returned,
rejected, repossessed or consigned goods), the sale, consignment, lease or other
furnishings of which shall give or may give rise to any of the foregoing, (ii)
all rights as a consignor, consignee, unpaid vendor or other lien or in
connection therewith, including stoppage in transit, set-off, detinue, replevin
and reclamation, (iii) all General Intangibles related thereto, (iv) all credit
insurance, guaranties, mortgages, security interests, assignments, and other
encumbrances on real or personal property, leases and other agreements or
property securing or relating to any of the foregoing, (v) choses-in-action,
claims and judgments related to or arising out of any of the foregoing, and (vi)
any return or unearned premiums, which may be due upon cancellation of any
insurance policies.

     

    (ii)          All
present and future Inventory (including but not limited to goods held for sale
or lease or furnished or to be furnished under contracts for service), and all
documents of title covering any of such goods or Inventory.

     

    (iii)        All
present and future General Intangibles.

     

    (iv)         All
present and future Equipment, all documents of title covering any of such
Equipment and all manuals of operation, maintenance or repair.

     

    
      
        
        

      

      
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    (v)           All
present and future rights in all proceeds of all licenses, permits, approvals,
license rights, agreements and General Intangibles with respect to which there
are valid and enforceable legal or contractual restrictions prohibiting the
collateral assignment or granting of a security interest (the “Non-Assignable Contracts”),
including without limitation all proceeds from the sale, transfer or liquidation
of such Non-Assignable Contracts and the value allocable to such Non-Assignable
Contracts in any sale of business or assets.

     

     (vi)        All
present and future general ledger sheets, files, records, customer lists, books
of account, invoices, bills, certificates or documents of ownership, bills of
sale, business papers, correspondence, credit files, tapes, cards, computer runs
and all other data and data storage systems whether in the possession of any
party to this Agreement or any service bureau.

     

    (vii)        All
letters of credit and letter of credit rights, including the right to receive
payment thereunder and all documentation related thereto, and all documents of
title, negotiable and non-negotiable bills of lading, electronic bills of
lading, shipper’s rights, rights accruing under the law of agency or estoppel,
warranties, claims and insurance proceeds related thereto or associated
therewith.

     

    (viii)       All
deposits, funds, notes, drafts, instruments (including promissory notes),
documents, policies, evidences and certificates of insurance, securities,
personal property leases and chattel paper and other assets, now or at any time
hereafter on deposit with or in the possession or control of Bank or owing by
Bank or in transit by mail or carrier to Bank or in the possession of any other
Person acting on Bank’s behalf, without regard to whether Bank received the same
in pledge, for safekeeping, as agent for collection or otherwise, or whether
Bank has conditionally released the same, and in all assets in which Bank now
has or may at any time hereafter obtain a lien, mortgage, or security interest
for any reason.

     

    (ix)         All
deposit accounts maintained by any Obligor with any depository
institution.

     

    (x)          All
Investment Property.

     

    (xi)         All
Financial Assets.

     

    (xii)        All
products and proceeds of the foregoing.

     

    7.2           Negotiable
Collateral.  In the event that any Collateral, including
proceeds, is evidenced by or consists of Negotiable Collateral, Obligors shall
immediately endorse and deliver physical possession of such Negotiable
Collateral to Bank, together with any stock powers executed in blank as may be
required by Bank.

     

    7.3           Surety.  As
further security for the Obligations, Guarantors shall execute and deliver to
Bank, the absolute, unconditional, unlimited surety agreement (the “Surety Agreement”) of
Guarantors.  Such Surety Agreement will secure all Obligations and
shall be in form and content acceptable to Bank.

     

    
      
        
           


        

        
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    7.4         General.  The
collateral described above in Sections
7.1, 7.2, and 7.3 is collectively referred to herein as the “Collateral”.  The
above-described security interests, assignments, Liens and guarantees shall not
be rendered void by the fact that no Obligations exist as of any particular
date, but shall continue in full force and effect until the Obligations have
been repaid, Bank has no agreement or commitment outstanding under the Loan
Documents pursuant to which Bank may extend credit to or on behalf of Borrower
and Bank has executed termination statements or releases with respect
thereto.  Bank agrees to execute and deliver to Obligors, at Obligors’
expense, termination statements and releases with respect to all Liens in favor
of Bank encumbering the Collateral with reasonable promptness after all
Obligations have been fully and finally paid and Bank has no agreement or
commitment outstanding to extend credit to or on behalf of
Borrower.  IT IS THE
EXPRESS INTENT OF BORROWER THAT ALL OF THE COLLATERAL SHALL SECURE NOT ONLY THE
OBLIGATIONS UNDER THE LOAN DOCUMENTS, BUT ALSO ALL OTHER PRESENT AND FUTURE
OBLIGATIONS OF ANY OBLIGOR TO BANK.

     

    7.5         Collection
of Accounts; Proceeds of Collateral.

     

    (a)         General.  Borrower
will collect, and will cause each Guarantor to collect, its Accounts only in the
ordinary course of its business.

     

    (b)         Items
Held in Trust.  Upon the occurrence of an Event of Default,
Each Obligor agrees that all monies, checks, notes, instruments, drafts or other
payments relating to or constituting proceeds of any accounts receivable or
other Collateral  which come into the possession or under the control
of an Obligor or any employees, agents or other persons acting for or in concert
with any Obligor, shall be received and held in trust for Bank and such items
shall be the sole and exclusive property of Bank.  Upon the occurrence
of an Event of Default, at the request by Bank, immediately upon receipt
thereof, Obligors and such other persons shall remit the same or cause the same
to be remitted, in kind, to Bank.  Each Obligor shall deliver or cause
to be delivered to Bank, with appropriate endorsement and assignment to Bank
with full recourse to Obligors, all instruments, notes and chattel paper
constituting an account receivable or proceeds thereof or other
Collateral.  Bank is granted a power of attorney by Obligors with full
power of substitution upon the occurrence of an Event of Default to execute on
behalf of any Obligor and in such Obligor’s name or to endorse any Obligor’s
name on any check, draft, instrument, note or other item of payment or to take
any other action or sign any document in order to effectuate the
foregoing.  Such power of attorney being coupled with an interest is
irrevocable.

     

    8.           REPRESENTATIONS
AND WARRANTIES.  In order to induce Bank to enter into this
Agreement, the Obligors, jointly and severally, make the following
representations and warranties which shall be true, correct, and complete in all
respects as of the date hereof, and shall be true, correct, and complete in all
respects as of the Closing Date, and such representations and warranties shall
survive the execution and delivery of this Agreement.

     

    8.1           Valid
Organization, Good Standing and Qualification.  Each Obligor is
duly incorporated or organized, as the case may be, validly existing and in good
standing under the laws of the applicable state described on Schedule
8.1, has full power and authority to execute, deliver and comply with the
Loan Documents, and to carry on its business as it is now being conducted and is
duly licensed or qualified as a foreign corporation or other such entity in good
standing under the laws of each other jurisdiction described on Schedule
8.1 and in which the character or location of the properties owned by it
or the business transacted by it requires such licensing or
qualification.

    


    
      
        
           


        

        
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    8.2           Licenses.  Each
Obligor and its employees, servants and agents have obtained all licenses,
registrations, approvals, security clearances and other authority as may be
necessary to enable it to own and operate its business.

     

    8.3           Financial
Statements.  Obligors have furnished to Bank the audited
consolidated and consolidating financial statements of Borrower and its
Subsidiaries certified without qualification by independent public accountants
as of December 31, 2009, and all management and comment letters from such
accountants in connection therewith.  Obligors have furnished to Bank
the internally prepared interim financial statements of Obligors as of March 31,
2010.  Such financial statements of Obligors (together with the
related notes and comments), are correct and complete, fairly present in all
material respects the financial condition and the assets and liabilities of
Obligors at such dates, and have been prepared in accordance with
GAAP.  With respect to the interim statements, such statements are
subject to year-end adjustment and any accompanying footnotes.

     

    8.4           No
Material Adverse Change in Financial Condition.  There has been
no Material Adverse Change in the financial condition of any Obligor since March
31, 2010.

     

    8.5           Pending
Litigation or Proceedings.  Except as set forth on Schedule
8.5, there are no judgments outstanding or actions, suits or proceedings
pending or, to the best of each Obligor’s knowledge, threatened against or
affecting any Obligor, at law or in equity or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.

     

    8.6           Due
Authorization; No Legal Restrictions.  The execution and
delivery by the Obligors of the Loan Documents, the consummation of the
transactions contemplated by the Loan Documents and the fulfillment and
compliance with the respective terms, conditions and provisions of the Loan
Documents: (a) have been duly authorized by all requisite corporate action of
Borrower, (b) will not conflict with or result in a breach of, or constitute a
default (or are not reasonably likely, upon the passage of time or the giving of
notice or both to constitute a default) under, any of the terms, conditions or
provisions of any Applicable Law or any Obligor’s Governing Documents or any
lease, indenture, mortgage, loan or credit agreement or instrument to which any
Obligor is a party or by which any of them may be bound or affected, or any
judgment or order of any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (c) will not result in
the creation or imposition of any Lien of any nature whatsoever upon any of the
property or assets of any Obligor under the terms or provisions of any such
agreement or instrument, except Liens in favor of Bank, and (d) do not require
any consent or approval of the stockholders of any Obligor or any other Person,
except such consents and approvals which have been properly obtained and are in
full force and effect.

    


    
      
        
           


        

        
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    8.7           Enforceability.  The
Loan Documents have been duly executed by the Obligors and delivered to Bank and
constitute legal, valid and binding obligations of the Obligors, enforceable in
accordance with their terms.

     

    8.8           No
Default Under Other Obligations, Orders or Governmental
Regulations.  The Obligors are not in violation of their
Governing Documents and the Obligors are not in default in the performance or
observance of any of their obligations, covenants or conditions contained in any
indenture or other agreement creating, evidencing or securing any Indebtedness
or pursuant to which any such Indebtedness is issued.  The Obligors
are not in violation of or in default under any other agreement or instrument or
any judgment or Applicable Law.

     

    8.9           Governmental
Consents.  Other than the filing of appropriate financing
statements, no consent, approval or authorization of or designation, declaration
or filing with or notice to any Governmental Authority on the part of any
Obligor is required in connection with the execution, delivery or performance by
the Obligors of the Loan Documents or the consummation of the transactions
contemplated thereby.

     

    8.10        Taxes.  The
Obligors have filed all tax returns which they are required to file and have
paid, or made provision for the payment of, all taxes which have become due
pursuant to such returns or pursuant to any assessment received by
them.  Such tax returns are complete and accurate in all material
respects.  The Obligors do not know of any proposed additional
assessment or basis for any assessment of additional material
taxes.

     

    8.11        Title to
Collateral.  Borrower has rights in and the power to transfer
the Collateral.  The Collateral is and will be owned by Borrower free
and clear of all Liens of any kind, excepting only Liens in favor of Bank and
those Liens permitted under Section
10.8.  Borrower will defend the Collateral against any claims
of all Persons or entities other than Bank.

     

    8.12        Names and
Addresses.  During the past five (5) years, Borrower have not
been known by any names (including trade names) other than those set forth in
Schedule
8.12 and have not been located at any addresses other than those set
forth on Schedule_8.19(iv).  The
portions of the Collateral which are tangible property and Borrower’ Books will
at all times be located at the addresses set forth on Schedule
8.19(iv); or such other location determined by Borrower after prior
notice to Bank and delivery to Bank of any items requested by Bank to maintain
perfection and priority of Bank’s Lien against and access to Borrower’s Books
and records.  Schedule
8.19(iv) identifies the chief executive office of Borrower.

     

    8.13        Current
Compliance.  The Obligors are currently in compliance with all
of the terms and conditions of the Loan Documents and all Applicable
Laws.

     

    8.14        United
States Pension and Benefit Plans.  Except as disclosed on Schedule
8.14, (a) Borrower has no obligations with respect to any Plan, (b) no
ERISA Events, including, without limitation, any “Reportable Event” or
“Prohibited Transaction” (as those terms are defined under ERISA), have occurred
in connection with any Plan of Borrower which might constitute grounds for the
termination of any such Plan by the PBGC or for the appointment by any U.S.
District Court of a trustee to administer any such Plan, (c) all of Borrower’s
Plans meet with the minimum funding standards of Section 302 of ERISA, and (d)
Borrower has no existing liability to the PBGC.  Borrower is not
subject to or bound to make contributions to any Multi-Employer
Plan.

    


    
      
        
           


        

        
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    The
present value of the aggregate benefit liabilities under any of the Plans,
determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s
most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit
liabilities.  The term “benefits liabilities” has the
meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the
meanings specified in Section 3 of ERISA.  Neither any Obligor nor any
ERISA Affiliates have incurred withdrawal liabilities (and are not subject to
contingent withdrawal liabilities) under Section 4201 or 4204 of
ERISA.

     

    8.15        Leases
and Contracts.  Borrower has complied in all material respects
with the provisions of all leases, contracts or commitments of any kind (such as
employment agreements, collective bargaining agreements, powers of attorney,
distribution agreements, license agreements, contracts for future purchase or
delivery of goods or rendering of services, bonus, pension and retirement plans
or accrued vacation pay, insurance and welfare agreements) to which Borrower is
a party and are not in default thereunder.  To the best of Borrower’s
knowledge, no other party is in default under any such leases, contracts,
licenses or other commitments and no event has occurred which, but for the
giving of notice or the passage of time or both, would constitute an event of
default thereunder.  Schedule
8.15 sets forth an accurate list of all material leases, contracts and
commitments to which Borrower is a party or by which any of them are bound,
including, without limitation, any real or personal property leases to which
Borrower is a party.

     

    8.16        Intellectual
Property.  Borrower owns or possesses the irrevocable right to
use all of the patents, trademarks, service marks, trade names, copyrights,
licenses, franchises and permits and rights with respect to the foregoing
necessary to own and operate Borrower’s business and to carry on its business as
presently conducted and presently planned to be conducted without conflict with
the rights of others.  Schedule
8.16 sets forth an accurate list and description of each such patent,
trademark, service mark, trade name, copyright, license, franchise and permit
and right with respect to the foregoing, together with all registration or
application numbers or information with respect thereto.

     

    8.17        Business
Interruptions.  Within five (5) years prior to the date hereof,
neither the business, Collateral nor operations of any Obligor has been
materially and adversely affected in any way by any casualty, strike, lockout,
combination of workers, order of the United States, or any state or local
government, or any political subdivision or agency thereof, directed against
such Obligor.  There are no pending or threatened material labor
disputes, strikes, lockouts or similar occurrences or grievances against the
business being operated by any Obligor.

     

    8.18        Affiliate
Transactions.  Schedule
8.18 sets forth an accurate list of all transactions of the Obligors,
with each other and with any Affiliate of such Obligor.

     

    
      
        
           


        

        
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    8.19        Property
of Borrower.

     

    (i)           Property.  Each
Obligor is the owner or lessee of all Property and holds all Licenses, in each
case necessary to conduct operations of the business, in each case in conformity
in all material respects with all Applicable Laws.

     

    (ii)          Licenses.  There
is set forth in Schedule
8.19(ii) a description of all Licenses which have been issued or assigned
to each Obligor.  All of such Licenses are in full force and effect
and have been duly issued in the name of, or validly assigned to, the applicable
Obligor, no default or breach exists thereunder.

     

    (iii)        Operating
Agreements.  There is set forth in Schedule 8.19(iii)
a description of all material Operating Agreements relating to the operation of
the business of each Obligor.  Each such Operating Agreement is in
full force and effect and no event has occurred which is reasonably likely to
result in the cancellation or termination of any such Operating Agreement or the
imposition thereunder of any liability upon Borrower.

     

    (iv)         Office
Locations.  There is set forth in Schedule
8.19(iv) locations of the chief executive office of each Obligor, the
locations of all of such Obligor’s Property, the places where such Obligor’s
Books are kept and the locations of all Equipment and offices used in the
operation of such Obligor’s business.

     

    (v)           Leases.  There
is set forth in Schedule
8.19(v) a list of all material Leases, together with a complete and
accurate address and legal description of each parcel of Leasehold Property
subject to such Leases and the name and address of the landlord under each such
Lease.  Each Lease is in full force and effect, there has been no
default in the performance of any of its material terms or conditions by any
Obligor, to the best of each Obligor’s knowledge, any other party thereto, and
no claims of default have been asserted with respect thereto.  The
present and contemplated use of all Leasehold Property is in compliance with all
applicable zoning ordinances and regulations and other Applicable
Laws.

     

    (vi)         Operation
and Maintenance of Equipment.  All of the Equipment and other
tangible personal property owned by the Obligors is in good operating condition
and repair (subject to normal wear and tear) and has been used, operated and
maintained in compliance in all material respects with all Applicable
Laws.

     

    8.20        Inventory
Records.  Each Obligor keeps correct and accurate Inventory
records itemizing and describing the kind, type, quality, and quantity of the
Inventory, and such Obligor’s cost therefor.

     

    
      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

    

    


    8.21        FEIN.  The
FEIN and state organizational number of each Obligor is:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 	 	 	 	 	
                                                    STATE

                                                  
	 
      	 	 	 	 	 	
                                                    ORGANIZATIONAL

                                                  
	 
      	 	 	
                                                    FEIN

                                                  	 	 	
                                                    NUMBER

                                                  
	 	 	 	 	 	 	 	 	 
	
                                                    Access
      to Money, Inc.

                                                  	
                                                    -

                                                  	 
      	
                                                    93-0809419

                                                  	 	 	
                                                    4668713

                                                  	 	
                                                    (DE)

                                                  
	
                                                    TRM
      ATM Corporation

                                                  	 	 	
                                                    93-1263309

                                                  	 	 	
                                                    671170-86

                                                  	 	
                                                    (OR)

                                                  
	
                                                    TRM
      ATM Acquisition Corporation

                                                  	 	 	
                                                    26-0726880

                                                  	 	 	
                                                    4403426

                                                  	 	
                                                    (DE)

                                                  
	
                                                    LJR
      Consulting Corp.

                                                  	 	 	
                                                    22-3493758

                                                  	 	 	
                                                    0100691494

                                                  	 	
                                                    (NJ)

                                                  
	
                                                    Access
      to Money-SL, Inc.

                                                  	 	 	
                                                    26-4194003

                                                  	 	 	
                                                    4648848

                                                  	 	
                                                    (DE)

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    8.22        Solvency.  Each
Obligor is Solvent.  No transfer of property is being made by any
Obligor and no obligation is being incurred by any Obligor in connection with
the transactions contemplated by this Agreement or the other Loan Documents with
the intent to hinder, delay, or defraud either present or future creditors of
the Obligors.

     

    8.23        Subordinated
Indebtedness.  Schedule
8.23 sets forth an accurate list of all Subordinated Indebtedness
currently owed by Borrower, identifying the payor, the payee, the outstanding
principal balance, the applicable interest rate, the payment terms and all
collateral or guaranties securing such Subordinated Indebtedness.

     

    8.24        Inventory
Locations.

     

    (i)           All
Inventory.  All of the Obligors’ Inventory is currently located at one
of the locations set forth on Schedule
8.24.  Schedule
8.24 sets forth the street address and the name of the
owner/lessor/warehouseman, as applicable, for such location.

     

    (ii)         Additions
to Inventory Locations.  Borrower and Bank may modify Schedule
8.24 to add new Inventory Locations by executing a written amendment to
this Agreement in form and content acceptable to Bank, provided that Borrower
comply with all of the conditions set forth in Section
10.14.

     

    8.25           Investment
Company Act; Public Utility Holding Company Act.  No Obligor is
an “investment company” or a company “controlled” by an “investment company” (as
each of the quoted terms is defined or used in the Investment Company Act of
1940, as amended).  No Obligor is a “holding company” or a “subsidiary
company” of a “holding company” or an “affiliate” of a “holding company” or a
“public utility” within the meaning of the Public Utility Holding Company Act of
1935, as amended.

     

    8.26           Employee
Relations.  Each Obligor has an adequate workforce in place and
is not, except as set forth on Schedule
8.26, party to any collective bargaining agreement nor has any labor
union been recognized as the representative of such Obligor’s
employees.

     

    8.27           Investment
Property.  Schedule
8.27 sets forth a correct and complete list of all Investment Property,
including any Financial Assets, owned by each Obligor.  Each Obligor
is the legal and beneficial owner of such Investment Property, including any
Financial Assets, as so reflected, free and clear of any Lien (except for Liens
in favor of Bank or the holder of Subordinated Indebtedness), and has not sold,
granted any option with respect to, assigned or transferred or otherwise
disposed of any of its rights or interest therein.

    


    
      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

    

    


    8.28        Common
Enterprise.  Borrower expects to derive benefit (and its board
of directors has determined that it may reasonably be expected to derive
benefit), directly and indirectly, from successful operations of its
Subsidiaries.  Each Obligor (other than Borrower) expects to derive
benefit (and the boards of directors or other governing body of each such
Obligor has determined that it may reasonably be expected to derive benefit),
directly and indirectly, from the credit extended by Bank hereunder, both in
their separate capacities and as members with the other Obligors of an
interrelated group of companies.  Each Obligor has determined that
execution, delivery and performance of this Agreement and any other Loan
Documents to be executed by such Obligor is within its corporate purpose, will
be of direct and indirect benefit to such Obligor and is in its best
interest.

     

    8.29        Insurance.  No
notice of cancellation has been received with respect to any insurance policies
required pursuant to Section
12.6 and each Obligor is in compliance with all conditions contained in
such policies.

     

    8.30        Commercial
Tort Claims.  No Obligor is the claimant under or with respect
to any Commercial Tort Claim.

     

    8.31        Accuracy
of Representations and Warranties.  No representation or
warranty by any Obligor contained herein or in any certificate or other document
furnished by any Obligor pursuant hereto or in connection herewith fails to
contain any statement of material fact necessary to make such representation or
warranty not misleading in light of the circumstances under which it was
made.  There is no fact which any Obligor knows or should know and has
not disclosed to Bank, which does or may materially and adversely affect any
Obligor or any of their operations.

     

    8.32        Nature of
Business.  The Obligors are an independent sales organization
providing services, sales and leasing to businesses who own and operated
automated teller machines.  Neither Borrower nor any Obligor is a
processor or a money service business.

     

    9.           AFFIRMATIVE
COVENANTS.  The Obligors, jointly and severally, covenant and
agree that, so long as this Agreement has not been terminated and until full and
final payment of the Obligations, and unless Bank shall otherwise consent in
writing, each Obligor shall comply with the following:

     

    9.1           Payment
of Principal, Interest and Other Amounts Due.  The Obligors
will pay when due all Obligations without setoff, deduction or counterclaim and
without deduction or withholding for or on account of any federal, state or
local taxes.

     

    9.2           Claims
for Labor and Materials.  The Obligors will pay or cause to be
paid when due all claims for labor, materials and supplies which, if unpaid,
might become a Lien upon any of its properties or assets.

     

    
      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

    

    


    9.3           Existence;
Approvals; Qualification;  Compliance with
Laws.  Each Obligor (a) will obtain, preserve and keep in full
force and effect its corporate existence and all rights, licenses, security
clearances, registrations and franchises necessary to the proper conduct of its
business or affairs; (b) will qualify and remain qualified as a foreign
corporation in each jurisdiction in which the character or location of the
properties owned by it or the business transacted by it requires such
qualification; (c) will comply in all material respects with the requirements of
all Applicable Laws.

     

    9.4           Maintenance
of Properties.  Each Obligor will maintain, preserve, protect
and keep or cause to be maintained, preserved, protected and kept its Property
used or useful in the conduct of its business in good working order and
condition, reasonable wear and tear excepted, and will pay and discharge when
due the cost of repairs to and maintenance of the same.

     

    9.5           Intellectual
Property.  With respect to any and all tradenames, domain
names, trademarks, registrations, copyrights, patents, patent rights and
applications for any of the foregoing, each Obligor shall maintain and protect
the same to the extent reasonably required for the operation of such Obligor’s
business and shall take and assert any and all remedies reasonably available to
such Obligor to prevent any other Person from infringing upon or claiming any
interest in any such material trademarks, registrations, copyrights, patents,
patent rights or application for any of the foregoing.

     

    Each
Guarantor will notify Bank promptly of (a) the filing of any patent or trademark
application by such Guarantor; (b) the grant of any patent or trademark to such
Guarantor; or (c) such Guarantor’s intent to abandon a patent or
trademark.

     

    Each
Guarantor will, if requested by Bank, (i) execute and deliver to Bank
assignments, financing statements, patent mortgages or such other documents, in
form and substance reasonably acceptable to Bank, necessary to perfect and
maintain Bank’s security interest in all existing and future patents, patent
applications, trademarks, trademark applications, and other General Intangibles
owned by such Obligor; and (ii) furnish Bank with evidence satisfactory to Bank
that all actions necessary to maintain and protect each trademark and patent
owned by such Guarantor or its employees have been taken in a timely
manner.

     

    9.6           Insurance.

     

    (i)           Collateral.  The
Borrower, at its expense, shall keep the Collateral insured against loss or
damage by fire, theft, explosion, sprinklers, and all other hazards and risks,
as are ordinarily insured against by other owners in similar businesses, in
amounts acceptable to Bank, but in any event in amounts sufficient to cover the
value of all of the Obligors’ Equipment and Inventory and in amounts sufficient
to prevent Borrower or any other Obligor from becoming a co-insurer under such
policies.  Borrower also shall maintain business interruption, public
liability, product liability, and property damage insurance relating to
Borrower’s ownership and use of the Collateral, as well as insurance against
larceny, embezzlement, and criminal misappropriation.

    


    
      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

    

    


    (ii)          Endorsements,
Cancellation or Modification.  Each Obligor shall cause Bank to
be named as loss payee (with a lender’s loss payable endorsement) with respect
to all Collateral, and additional insured with respect to all liability
insurance, as its interests may appear.  Every policy of insurance
referred to in this Section shall contain an agreement by the insurer that
thirty (30) days’ written notice will be given Bank by the insurer prior to
cancellation or material modification of such insurance coverage.  Any
modification of any insurance policy or coverage involving any decrease in the
amount or scope of  coverage, must be approved by Bank in writing
prior to the effective date of such modification.

     

    (iii)        General.  All
such policies of insurance shall be in such form, with such companies, and in
such amounts as may be reasonably satisfactory to Bank.  Every policy
of insurance referred to in this Section shall contain an agreement by the
insurer that any loss payable thereunder shall be payable notwithstanding any
act or negligence of any Obligor or Bank which might, absent such agreement,
result in a forfeiture of all or a part of such insurance payment.

     

    (iv)         Policies
and Evidence of Insurance.  Borrower shall cause to be
delivered to Bank the insurance policies and all endorsements thereto and
evidence of insurance utilizing a current ACORD 27 Evidence of Property
Insurance and at least thirty (30) days prior to the expiration of any such
insurance, additional policies or duplicates thereof and evidence of insurance
utilizing a current ACORD 27 Evidence of Property Insurance confirming the
renewal of such insurance and payment of the premiums therefor.

     

    (v)           Losses;
Payments.  Each Obligor shall direct all insurers that in the
event of any loss thereunder or the cancellation of any insurance policy, the
insurers shall make payments for such loss and pay all return or unearned
premiums directly to Bank and not to such Obligor and Bank
jointly.  In the event of any loss, such Obligor will give Bank prompt
notice thereof and Bank may make proof of loss whether the same is done by such
Obligor.  Bank is hereby granted a power of attorney by each Obligor
with full power of substitution to file any proof of loss in such Obligor’s or
Bank’s name, to endorse such Obligor’s name on any check, draft or other
instrument evidencing insurance proceeds, and to take any action or sign any
document to pursue any insurance loss claim.

     

    In the
event of any loss, Bank, at its option, may (a) retain and apply all or any part
of the insurance proceeds to repay or secure the Obligations, in such order and
amounts as Bank may elect, or (b) disburse all or any part of such insurance
proceeds to or for the benefit of the applicable Obligor for the purpose of
repairing or replacing Collateral after receiving proof satisfactory to Bank of
such repair or replacement, in either case without waiving or impairing the
Obligations or any provision of this Agreement.  Any deficiency
thereon shall be paid by the Obligors to Bank upon demand.  The
Obligors shall bear the full risk of loss from any loss of any nature whatsoever
with respect to the Collateral.

     

    9.7           Inspections;
Examinations.  Each Obligor hereby irrevocably authorizes all
accountants and auditors employed by such Obligor at any time to exhibit and
deliver to Bank copies of any and all of such Obligor’s financial statements,
trial balances or other accounting records of any sort in the accountant’s or
auditor’s possession and copies of all reports submitted to such Obligor by such
accountants or auditors, including management letters, “comment” letters and
audit reports, and to disclose to Bank any information they may have concerning
Borrower’s financial status and business operations. Each Obligor further
authorizes all federal, state and municipal authorities to furnish to Bank
copies of reports or examinations relating to such Obligor, whether made by such
Obligor or otherwise.

     

    
      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

    

    


    The
officers or employees of Bank, or such Persons as Bank may designate, may visit
and inspect any of the properties of Obligors, examine (either by Bank’s
employees or by independent accountants) any of the Collateral or other assets
of the Obligors, including the Books of the Obligors, and discuss the affairs,
finances and accounts of the Obligors with their officers and with their
independent accountants, at such times as Bank may desire.  During
normal business hours and upon reasonable notice, Bank may conduct and each
Obligor will fully cooperate with, field examinations of the Inventory, Accounts
and business affairs of such Obligor; provided however, after the
occurrence of a Default or an Event of Default, such field examinations may
occur at any time and from time to time with or without prior
notice.

     

    The
Obligors agree to pay all reasonable costs and expenses of Bank related to such
visits, inspections and field examination.

     

    9.8           Pension
Plans.  Each Obligor will (a) keep in full force and effect any
and all Plans which are presently in existence or may, from time to time, come
into existence under ERISA, unless such Plans can be terminated without material
liability to such Obligor in connection with such termination (as distinguished
from any continuing funding obligation); (b) make contributions to all of its
Plans in a timely manner and in a sufficient amount to comply with the
requirements of ERISA or other applicable pension laws; (c) comply with all
material requirements of ERISA or other applicable pension laws which relate to
such Plans so as to preclude the occurrence of any Reportable Event, Prohibited
Transaction or material “accumulated funding deficiency” as such term is defined
in ERISA; and (d) notify Bank promptly upon receipt by such Obligor of any
notice of the institution of any proceeding or other action which is likely to
result in the termination of any Plan.

     

    9.9           Bank
Accounts.  Each Obligor will maintain its operating accounts,
main disbursement accounts, investment accounts, cash management accounts and
deposit accounts with Bank, unless otherwise agreed to by Bank in
writing.  Each Obligor will notify Bank in writing and on a continuing
basis, of all deposit accounts, investment accounts and certificates of deposit
(including the numbers thereof) maintained with or purchased from any other
depository institutions.

     

    9.10         Maintenance
of Management.  Borrower will cause its business to be
continuously managed by the following persons in the positions described below
or such other persons (serving in such positions) as may be reasonably
satisfactory to Bank:

     

    
      
        
          
            	
                    Person

                  	 	
                    Position

                  
	 
      	 	 
      
	
                    Richard
      Stern

                  	 	
                    President
      and Chief Executive Officer

                  
	 
      	 	 
      
	
                    Michael
      Dolan

                  	 	
                    Chief
      Financial Officer

                  
	 
      	 	 
      
	
                    Douglas
      Falcone

                  	 	
                    Chief
      Operating
Officer

                  


          

        

      

    


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    9.11         Transactions
with Affiliates.  Borrower will cause all of its Indebtedness
at any time owed to any Guarantor, Subsidiary, Affiliate, shareholder, director
and officer to be subordinated in all respects to all Obligations and will not
make any payments thereon, except as approved by Bank in writing.

     

    9.12         Additional
Documents and Future Actions.  Each Obligor will, at its sole
cost, (i) take such actions and provide Bank from time to time with such
agreements, financing statements and additional instruments, documents or
information as Bank may in its reasonable discretion deem necessary or advisable
to perfect, protect, maintain or enforce its Lien in the Collateral, to permit
Bank to protect or enforce its Lien in the Collateral, or to carry out the terms
of the Loan Document, and (ii) execute on such Obligor’s behalf and expense (x)
all such security agreements (or amendments to this Agreement) as shall be
necessary to evidence the grant to Bank of a security interest in and to all
Commercial Tort Claims if, and to the extent, they arise hereafter, and (y) all
pleadings and other documents as Bank may deem necessary or advisable in
connection with any Commercial Tort Claim.  Each Obligor hereby
authorizes and appoints Bank as its attorney-in-fact, with full power of
substitution, to take such actions as Bank may deem advisable to protect the
Collateral and its interests thereon and its rights hereunder, to execute on
such Obligor’s behalf (if necessary) and to file at the Obligor’s expense
financing statements or applications for registration and amendments thereto, in
those public offices deemed necessary or appropriate by Bank to establish,
maintain and protect a continuously perfected or published Lien in the
Collateral, and to execute on such Obligor’s behalf such other documents and
notices as Bank may deem advisable to protect the Collateral and its interests
therein and its rights hereunder.  Such power being coupled with an
interest is irrevocable, each Obligor irrevocably authorizes the filing of
financing statements or applications for registration by Bank describing the
Collateral, the filing of initial financing statements in the jurisdiction of
such Obligor’s legal formation and existence, the filing of a carbon,
photographic or other copy of this Agreement, or of a financing statement, as a
financing statement and agree that such filing is sufficient as a financing
statement.

     

    9.13         Title to
Equipment.  Each Obligor will promptly have Bank’s Lien noted
on any and all evidences of ownership of, certificates of title, or applications
for title to any items of Equipment, and will promptly deliver to Bank the
originals thereof.

     

    9.14         Taxes.  The
Obligors will cause all assessments and taxes, whether real, personal, or
otherwise, due or payable by, or imposed, levied, or assessed against any
Obligor or any of their property to be paid in full, before delinquency or
before the expiration of any extension period.  The Obligors shall
make due and timely payment or deposit of all such federal, state, and local
taxes, assessments, or contributions required of it by law, and will execute and
deliver to Bank, on demand, appropriate certificates attesting to the payment
thereof or deposit with respect thereto.  The Obligors will make
timely payment or deposit of all tax payments and withholding taxes required of
them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A.,
state disability, and local, state, and federal income taxes, and will, upon
request, furnish Bank with proof satisfactory to Bank indicating that the
Obligors have made such payments or deposits.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    9.15         Leases.  Each
Obligor will pay when due all rents and other amounts payable under any leases
to which such Borrower is a party or by which such Obligor’s properties and
assets are bound

     

    9.16         Notices.  Borrower
will promptly notify Bank of (a) any action or proceeding brought against any
Obligor wherein such action or proceeding would, if determined adversely to such
Obligor result in material liability of such Obligor, (b) the occurrence of any
Default or Event of Default, (c) the failure of such Obligor to observe any of
its undertakings under the Loan Documents, (d) the occurrence of any Material
Adverse Change, (e) any new locations to be added as an additional Inventory
Location; (f) the creation of any new inventions or other events related to the
intellectual property of any Obligor; (g) the occurrence of any material
casualty loss related to the Collateral; (h) the receipt of any notice of the
institution or proceeding or other action which may result in the termination of
any Plan; and (i) any change in the Management Group.

     

    9.17         Assignment
of Claims Act.  Each Obligor shall promptly execute any
documents or instruments and shall take such steps or actions reasonably
required by Bank so that all monies due or to become due under any contract with
the U.S., the District of Columbia or any other Governmental Authority, will be
assigned to Bank and notice given thereof in accordance with the requirements of
the Assignment of Claims Act of 1940, as amended, or any other laws, rules or
regulations relating to the assignment of any such contract and monies due to or
to become due.

     

    9.18         Commercial
Tort Claims.  In the event any Obligor becomes the plaintiff
(or any other claimant) with respect to any Commercial Tort Claim, Borrower
shall promptly (but in any event within fifteen (15) days after the same shall
come into existence) notify Bank as to the existence of all such Commercial Tort
Claims, detailing (a) the parties to the claim, (b) the amount in controversy,
(c) the location and caption of all litigation filed with respect to the claim,
(d) the status of the claim, and (e) all such other information relating thereto
as Bank may require.  Upon the request of Bank, such Obligor shall
promptly execute all such documents, agreements, instruments and financing
statements as shall be required by Bank to grant to Bank a perfected, first
priority security interest in each such Commercial Tort Claim.

     

    9.19         Instruments;
Promissory Notes.  Each Borrower will cause any instruments or
notes received by or payable to such Obligor to be delivered to Bank
appropriately endorsed to the order of Bank.

     

    9.20         Future
Leases.  Each Obligor will deliver to Bank, promptly after the
execution by such Obligor, as lessee, of any Lease, an executed copy
thereof.

     

    9.21         Transfer
of Letter of Credit.  Within three (3) months after the Closing
Date, Borrower shall arrange for the transfer of all of its existing letters of
credit, including, without limitation, that certain letter of credit in the
amount of Eight Hundred Thousand and No/100 Dollars from Wells Fargo Bank, to
Bank.

     

    10.         NEGATIVE
COVENANTS.  The Obligors, jointly and severally, covenant and
agree that, so long as this Agreement has not been terminated and until full and
final payment of the Obligations, and unless Bank shall otherwise consent in
writing, each Obligor shall comply with the following:

     

    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    10.1         Limitation
on Sale and Leaseback.  No Obligor will enter into any
arrangement whereby it will sell or transfer any real property or improvements
thereon or substantially all of the fixed assets owned by it and then or
thereafter rent or lease as lessee such property, improvements or assets or any
part thereof which any of them shall intend to use for substantially the same
purposes as the property sold or transferred.

     

    10.2         Limitation
on Indebtedness.  No Obligor will have at any time outstanding
to any Person other than Bank, any Indebtedness for borrowed money, Capitalized
Lease Obligations, or any outstanding letters of credit, except for the
Subordinated Indebtedness and the existing Indebtedness for borrowed money and
Capitalized Lease Obligations described on Schedule
10.2.  Any of such existing permitted Indebtedness may not be
refinanced or replaced without the consent of Bank, except as otherwise
permitted in the Subordination Agreements.

     

    10.3         Loans.  No
Obligor will make or have outstanding any loans or advances in the nature of
loans in excess of $250,000.00 in the aggregate to any Person other than another
Obligor including, without limitation, any officer, shareholder, director,
employee or Affiliate of the Obligors.

     

    10.4         Investments.  The
Obligors will not have or make any investments in all or any portion of the
capital stock or securities of any Person, or any loans, advances or extensions
of credit to any Person, except investments listed on Schedule 10.4
attached hereto.

     

    10.5         Guaranties.  The
Obligors will not directly or indirectly guarantee, endorse (other than for
collection or deposit in the ordinary course of business), discount, sell with
recourse or for less than the face value or agree (contingently or otherwise) to
purchase or repurchase or otherwise acquire, or otherwise become directly or
indirectly liable for, or agree (contingently or otherwise) to supply or advance
funds (whether by loan, stock purchase, capital contribution or otherwise) in
respect of, any Indebtedness, obligations or liabilities of any Person, except
in connection with the Surety Agreements and with the Lampe
Indebtedness.

     

    10.6         Disposition
of Assets.  No Obligor will sell, lease, transfer, or otherwise
dispose any of its Property other than in the ordinary course of its
business.

     

    10.7         Merger;
Consolidation; Business Acquisitions; Subsidiaries.  Except as
otherwise provided on Schedule
10.7, the Obligors will not (a) merge into or consolidate with any
Person, (b) acquire any portion of the Capital Stock of any person or a material
portion of assets or business of any Person, or the operating business or
division of any Person, or any Property not used or useful in the operation of
its business, (c) permit any Person to merge into any of them, (d) form any
Subsidiaries, (e) change any of their respective states of formation or
incorporation, (f) materially change the principal nature of its business, (g)
permit any Subsidiary to engage in any business activity that is materially
different than conducted as of the Closing Date, acquire any assets or, acquire
any ownership or investment interests in any Person, without the prior written
consent of Bank and (h) change its fiscal year end.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    10.8         Liens.  The
Obligors will not create, incur or permit to exist any Lien of any kind on its
property or assets, whether now owned or hereafter acquired, or upon any income,
profits or proceeds therefrom, except:

     

    (i)           Liens
held by Bank;

     

    (ii)         Deposits
made in the ordinary course of business (i) in connection with worker’s
compensation, unemployment insurance, social security and other like laws or
(ii) to secure the performance of statutory obligations, not incurred in
connection with either (A) the borrowing of money or (B) the deferred purchase
price of goods or Inventory;

     

    (iii)        Encumbrances
consisting of zoning restrictions, easements, reservations, servitudes,
restrictions on the use of real property or minor irregularities of title
thereto, none of which impairs the use of such property by any Obligor in the
operation of its business;

     

    (iv)         Liens
securing the Lampe Indebtedness; and

     

    (v)          Liens
listed on Schedule
10.8 attached hereto.

     

    No
Obligor shall not enter into any agreement with any other Person which shall
prohibit such Obligor from granting, creating or suffering to exist, or
otherwise restrict in any way (whether by covenant, by identifying such event as
a default under such agreement or otherwise) the ability of such Obligor to
grant, create or suffer to exist, any lien, security interest or other charge or
encumbrance upon or with respect to any of its assets in favor of
Bank.

     

    10.9         Letters
of Credit.  The Obligors will not apply for or obtain any
letters of credit, except letters of credit issued by Bank.

     

    10.10       Insurance.  The
Obligors shall not take out separate insurance concurrent in form or
contributing in the event of casualty loss with that required to be maintained
under Section
9.6 unless
Bank is named as loss payee (with a lender’s loss payable
endorsement).  Borrower shall promptly notify Bank whenever such
separate insurance is taken out, specifying the insurer thereunder and full
particulars as to the policies evidencing the same, and originals of such
policies shall be provided promptly to Bank.

     

    10.11       Default
Under Other Indebtedness.  No Obligor will permit any of its
Indebtedness to be in default.  If any Indebtedness of such Obligor is
declared or becomes due and payable before its expressed maturity by reason of
default or otherwise or to the knowledge of such Obligor, the holder of any such
Indebtedness shall have the right (or upon the giving of notice or the passage
of time, or both, shall have the right) to declare such Indebtedness to be so
due and payable, Borrower will promptly give Bank written notice of such
declaration, acceleration or right of declaration.

     

    10.12       Transactions
with Affiliates.  Except for the transactions described on
Schedule
10.12, the Obligors will not enter into or conduct any transaction with
any Affiliate without the prior written consent of Bank.  The Obligors
will only enter into or conduct transactions with Affiliates on terms which are
reasonable and customary for arms-length transactions between parties who are
not affiliated.

     

    
      
         


      

      
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    10.13       Name or
Chief Executive Address Change.  No Obligor will change its
name, FEIN number, or chief executive address except upon thirty (30) days prior
written notice to Bank and delivery to Bank of any items requested by Bank to
maintain perfection and priority of Bank’s first priority Lien in the Collateral
and access to such Obligor’s Books, including to the extent reasonably required
by Bank, new UCC-1 financing statements and landlord’s waivers.

     

    10.14       Change in
Location of Collateral.  No Obligor will change the location at
which any of its Inventory, Equipment or other personal property is located
except upon thirty (30) days prior written notice to Bank and, provided that
such Obligor complies with all of the following conditions:

     

    (i)           Bank
receives a copy of the lease, sub-lease, warehouse agreement or similar
agreement entered into by such Obligor with the owner, lessor or operator of the
new location(s).

     

    (ii)         
Bank receives evidence satisfactory to Bank that all assets of such Obligor at
such new location(s) are covered by the insurance coverage required under Section
9.6.

     

    10.15       Material
Adverse Contracts.  The Obligors will not become or be a party
to any contract or agreement which has a materially adverse impact on any
Obligor’s ability to perform under this Agreement or any other Loan
Document.

     

    10.16       Restrictions
on Use of Proceeds.  The Obligors will not carry or purchase
with the proceeds of the Loan any “margin security” within the meaning of
Regulations U, T or X of the Board of Governors of the Federal Reserve
System.

     

    10.17       Subordinated
Indebtedness.  Borrower (a) will not make any payments on the
Subordinated Indebtedness except as permitted under the Subordination
Agreements, and (b) may only make cash payments on the Subordinated Indebtedness
to the extent that following any such payment Borrower’s cash balance with Bank
will not be less than $3,750,000.00 (exclusive of deposits held by Bank as
collateral for Obligations other than the Loan) and its Fixed Charge Coverage
Ratio will be greater than 1.5:1.0; it being agreed and understood that nothing
in this Section 10.17 shall prohibit Borrower from making in-kind payments on
its Subordinated Indebtedness in accordance with the documents entered into by
Borrower in connection with such Subordinated Indebtedness.

     

    10.18       Prepayments;
Amendments and License Agreements.  The Obligor
will:

     

    (i)           Prepay,
redeem, retire, defease, purchase, or otherwise acquire any Indebtedness for
borrowed money owing to any third Person, other than (a) the Obligations in
accordance with this Agreement or (b) as permitted under any Subordination
Agreement;

     

    
      
         


      

      
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    (ii)          Except
as permitted under any Subordination Agreement, directly or indirectly, amend,
modify, alter, increase, or change any of the terms or conditions of any
agreement, instrument, document, indenture, or other writing evidencing or
concerning any Indebtedness for borrowed money to make such terms or conditions
more onerous or expensive for the Obligors;

     

    (iii)        Materially
amend, modify or waive any material term or provision of their respective
Governing Documents in a manner materially adverse to the Obligors or Bank;
or

     

    (iv)         Amend,
modify or waive any term or provision of any of Licenses.

     

    10.19       Prohibited
Transactions Under ERISA.  The Obligors will not directly or
indirectly:

     

    (i)           engage
in any prohibited transaction which is reasonably likely to result in a civil
penalty or excise tax described in Section 406 of ERISA or 4975 of the IRC for
which a statutory or class exemption is not available or a private exemption has
not been previously obtained from the Department of Labor;

     

    (ii)          permit
to exist with respect to any Benefit Plan any accumulated funding deficiency (as
defined in Sections 302 of ERISA and 412 of the IRC), whether or not
waived;

     

    (iii)         fail
to pay timely required contributions or annual installments due with respect to
any waived funding deficiency to any Benefit Plan;

     

    (iv)          terminate
any Benefit Plan where such event would result in any liability of Borrower, any
Subsidiary of Borrower or any ERISA Affiliate under Title IV of
ERISA;

     

    (v)           fail
to make any required contribution or payment to any Multiemployer
Plan;

     

    (vi)          fail
to pay any required installment or any other payment required under Section 412
of the IRC on or before the due date for such installment or other
payment;

     

    (vii)        amend
a Plan resulting in an increase in current liability for the plan year such that
Borrower, any Subsidiary of Borrower or any ERISA Affiliate is required to
provide security to such Plan under Section 401(a)(29) of the IRC;
or

     

    (viii)       withdraw
from any Multiemployer Plan where such withdrawal is reasonably likely to result
in any liability of any such entity under Title IV of ERISA.

     

    
      
         


      

      
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    10.20       Licenses.  The
Obligors will not enter into any license, royalty or similar agreements
regarding any patents, trademarks, tradenames, copyrights or other General
Intangibles owned by The Obligors, which grants any exclusive rights to use such
General Intangibles to any Person other than in the ordinary course of its
business.

     

    10.21       Trademark
and Tradename Licenses.  No Obligor will enter into any license
or similar right to use or royalty agreement with respect to any trademark or
tradename owned by such Obligor without the prior written consent of Bank other
than in the ordinary course of its business.

     

    10.22       Equipment
Becoming Fixture.  No Obligor will permit any item of equipment
owned by such Obligor to become a fixture to real estate or an accession to
other property, except in the ordinary course of such Obligor’s business or for
equipment which may become a trade fixture to premises leased by such Obligor
but with respect to which the landlord has waived any right of ownership or
security interest.

     

    10.23       Capital
Expenditures.  The Obligors will not cause, suffer or permit
their aggregate annual Capital Expenditures to exceed $500,000.00 for the fiscal
year ending December 31, 2010 and for each fiscal year ending
thereafter.  Such permitted Capital Expenditures are on a
non-cumulative basis as to unused portions for any fiscal year.

     

    10.24       Distributions;
Stock Redemptions.  The Obligors will not make any distribution
or declare or pay any dividends (in cash or other property, other than Capital
Stock) on, or purchase, acquire, redeem, or retire any Capital Stock, of any
class, whether now or hereafter outstanding, provided, however, the Obligors
may, absent the occurrence and during the continuance of an Event of Default,
make distributions and/or declare and pay dividends on, or purchase, acquire,
redeem, or retire any Capital Stock, of any class, whether now or hereafter
outstanding, provided that such distribution or dividend will not result in a
Default or an Event of Default.

     

    10.25       Change in
Business.  No Obligor shall materially change its business or
operations from those in effect on the date hereof.  No Obligor shall
become a processor or provide cash services for its customers.

     

    11.         FINANCIAL
COVENANTS.  Except with the prior written consent of
Bank,  the Obligors will comply with the following:

     

    11.1         Minimum
Liquidity.  The Obligors will maintain a minimum liquidity of
not less than $2,750,000 in cash and cash equivalents deposited with Bank as of
the Closing Date and at all times thereafter; for the purposes of this covenant,
any funds on deposit with Bank as collateral for Obligations other than the Loan
shall not be included for compliance purposes.

     

    11.2         Fixed
Charge Coverage RatioError! Bookmark not
defined..  The Obligors will maintain a Fixed Charge Coverage
Ratio of not less than 1.25 to 1.00 as of September 30, 2010, and at the end of
each fiscal quarter thereafter.

     

    11.3         Funded
Debt to EBITDA Ratio.  The Obligors will maintain a ratio,
calculated on the basis of the prior four consecutive fiscal quarters, of
consolidated Funded Debt to consolidated EBITDA of not more than 2.00 to 1.00 as
of September 30, 2010, and at the end of each fiscal quarter
thereafter.

     

    
      
         


      

      
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    12.        ACCOUNTING
RECORDS, REPORTS AND FINANCIAL STATEMENTS.  The Obligors will
maintain books of record and accounting in which full, correct and current
entries in accordance with GAAP will be made of all of their dealings, business
and affairs, and the Obligors will deliver to Bank the following:

     

    12.1         Annual
Statements.  As soon as available and in any event within one
hundred twenty (120) days after the end of each fiscal year of
Borrower:

     

    (i)           the
audited, consolidated and consolidating income and retained earnings statements
of Borrower and its Subsidiaries for such fiscal year,

     

    (ii)          the
audited, consolidated and consolidating balance sheet of  Borrower and
its Subsidiaries as at the end of such fiscal year, and

     

    (iii)         the
audited, consolidated and consolidating statement of cash flow of Borrower and
its Subsidiaries for such fiscal year, setting forth in comparative form the
corresponding figures as at the end of the previous fiscal year, all in
reasonable detail.  The foregoing statements and balance sheets shall
be prepared in accordance with GAAP and the consolidated statements shall be
audited by independent certified public accountants of recognized standing
acceptable to Bank in the reasonable exercise of its discretion with respect to
which such accountants shall deliver their unqualified opinion which shall not
include any “going-concern” opinion.

     

    12.2         Projections
and Cash Flow.  On or before December 31 of each calendar year,
projections of profit and loss statements, cash flows and balance sheets of
Borrower and its Subsidiaries prepared on a month-by-month basis for the next
succeeding twelve (12) months, prepared by the chief financial officer of
Borrower.  Borrower has furnished to Bank initial projections dated as
of the date hereof containing the information required by this
Section.  The Obligor represents and covenants that (a) the initial
projections required by this Section have been prepared by the chief financial
officer of Borrower and represent the best available good faith estimate of
Borrower regarding the course of Borrower’s business for the periods covered
thereby; (b) all future projections required b y this Section shall be prepared
by or under the direction of the chief financial officer of Borrower and shall
represent the best available good faith estimate of Borrower regarding the
course of Borrower’s business for the periods covered thereby; (c) the
assumptions set forth in the initial projections are and the assumptions set
forth in the future projections delivered hereafter shall be reasonable and
realistic based on then current economic conditions; (d) Borrower knows of no
reason why the Obligors should not be able to achieve the performance levels set
forth in the initial projections and Borrower shall have no knowledge at the
time of delivery of future projections of any reason why the Obligors shall not
be able to meet the performance levels set forth in said projections; and (e)
each Obligor has sufficient capital as may be required for its ongoing business
and to pay its existing and anticipated debts as they mature.

     

    
      
         


      

      
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    12.3         Quarterly
Statements.  As soon as available and in any event within forty
five (45) days after the close of each calendar quarter;

     

    (i)           the
consolidated and consolidating income and retained earnings statements of
Borrower and its Subsidiaries for such quarter,

     

    (ii)          the
consolidated and consolidating balance sheet of Borrower and its Subsidiaries as
of the end of such quarter, and

     

    (iii)         the
consolidated and consolidating statement of cash flow of Borrower and its
Subsidiaries for such quarter, setting forth in comparative form the
corresponding figures as of the end of the corresponding quarter of the previous
fiscal year (if applicable) and the projected figures based upon the projections
required under Section
12.2, all in reasonable detail, subject to year end adjustments and
certified by the chief financial officer of Borrower to be, to the best of his
knowledge, accurate in all material respects and to have been prepared in
accordance with GAAP.

     

    12.4         Tax
Returns.  Copies of each Obligor’s federal income tax returns,
and any amendments thereto, within thirty (30) days of the filing thereof with
the Internal Revenue Service.

     

    12.5         Audit
Reports.  Promptly upon receipt thereof, one copy of each other
report submitted to Borrower, by independent accountants, including management
letters, “comment” letters, in connection with any annual, interim or special
audit report made by them of the Books of any Obligor.

     

    12.6         Reports
to Governmental Agencies and Other Creditors.  With reasonable
promptness, copies of all such financial reports, statements and returns which
any Obligor shall file with any federal or state department, commission, board,
bureau, agency or instrumentality and any report or statement delivered by any
Obligor to any supplier or other creditor in connection with any payment
restructuring.

     

    12.7         Requested
Information.  With reasonable promptness, all such other data
and information in respect of the condition, operation and affairs of any
Obligor as Bank may reasonably request from time to time.

     

    12.8          Compliance
Certificates.  Within the periods provided in Sections
12.1 and 12.3 above, a certificate of the chief financial officer of
Borrower (a) stating that the Obligors have observed, performed and complied
with each and every undertaking contained herein, (b) setting forth the
information and computations (in sufficient detail) required in order to
establish whether the Obligors were operating in compliance with the financial
covenants in Section
11 of this Agreement, (c) certifying that as of the date of such
certification, there does not exist any Default or Event of Default, and (d)
certifying as to the state of organization of each
Obligor.   Such certificate will be in the form of Exhibit
A attached hereto.


    
      
         


      

      
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    12.9         Accountant’s
Certificate.  Simultaneously with the delivery of the certified
financial statements required by Section
12.1, copies of a certificate of the accountants who audited such
statements stating that (a) they have checked the computations delivered by
Borrower in compliance with Section
12.1, and (b) in making the examination necessary for their audit or
review of such financial statements for such year, nothing came to their
attention of a financial or accounting nature that caused them to believe that
(i) the Obligors were not in compliance with the terms, covenants, provisions or
conditions of any of the Loan Documents, or (ii) there shall have occurred any
condition or event which would constitute an Event of Default, or, if so,
specifying in such certificate all such instances of non-compliance and the
nature and status thereof. Such certificate shall not include any
“going-concern” opinion of the accountants.

     

    13.        CONDITIONS
PRECEDENT TO THE FUNDING OF THE LOAN.  The obligation of Bank
to fund the Loan is subject to the fulfillment, to the satisfaction of Bank, of
each of the following conditions on or before the Closing Date.  All
of such agreements, documents and other items must be in form, content and all
other respects satisfactory to Bank.

     

    13.1         Searches.  Bank
shall have received copies of record searches (including UCC searches, patent
searches, trademark searches, copyright searches and judgments, suits,
bankruptcy, litigation, tax and other lien searches) against each
Obligor.

     

    13.2         UCC-1
Filings.  Bank shall have received confirmation from a service
organization retained by Bank to file financing statements and fixture filings
that such filings have been made in all relevant jurisdictions.

     

    13.3         Executed
Loan Documents.  Bank shall have received each of the following
documents, duly executed, and each such document shall be in full force and
effect:

     

    (i)           the
Note;

     

    (ii)          the
Surety Agreements;

     

    (iii)         each
of the Subordination Agreements; and

     

    (iv)          any
and all other Loan Documents.

     

    13.4         Authorizing
Resolutions.  Bank shall have received a certificate from the
Secretary of each Obligor attesting to the resolutions of such Obligor’s Board
of Directors authorizing its execution, delivery, and performance of this
Agreement and the other Loan Documents to which such Obligor, respectively, is a
party and authorizing specific officers of such Obligor to execute the
same.

     

    13.5         Governing
Documents.  Bank shall have received copies of each Obligor’s
Governing Documents, as amended, modified, or supplemented to the Closing Date,
certified by the Secretary of such Obligor.

     

    13.6         Material
Agreements.  Bank shall have received copies of all material
agreements, leases and other documents related to each Obligor.

     

    
      
         


      

      
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    13.7         Good
Standing Certificates.  Bank shall have received certificates
of status with respect to each Obligor, dated within 30 days of the Closing
Date, such certificates to be issued by the appropriate officer of each
jurisdiction in which such Obligor is required to be qualified or licensed which
certificates shall indicate that such Obligor is in good standing in such
jurisdictions.

     

    13.8         Insurance.  Bank
shall have received loss payee endorsements as well as the relevant policies and
evidence of insurance, together with the endorsements thereto, as are required
by Section
9.6.

     

    13.9         Opinions
of Counsel.  Bank shall have received opinions of the Obligors’
counsel.

     

    13.10       Tax
Returns.  Bank shall have received satisfactory evidence that
all tax returns required to be filed by Obligors has been timely filed and all
taxes upon Obligors or their properties, assets, income, and franchises
(including real property taxes and payroll taxes) have been paid prior to
delinquency.

     

    13.11       Licenses,
Approvals, Etc  Bank shall have received copies of all material
licenses, approvals, consents, authorizations and filings of each Obligor
required or necessary for the operation of its business.

     

    13.12       No
Material Adverse Change.  No Material Adverse Change shall have
occurred from the date of financial information and projections originally
provided to Bank.

     

    13.13       Fees.  All
fees and expenses payable under the Loan Documents on the Closing Date and as of
the funding of the Loan shall have been paid.

     

    13.14       Subordination.  Bank
shall have received evidence that all shareholder and Affiliate debt owed by any
Obligor is subordinated to all Obligations on terms and conditions acceptable to
Bank.

     

    13.15       Other
Documents.  All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall have been delivered,
executed, or recorded.

     

    By
completing the closing hereunder, Bank does not thereby waive a breach of any
warranty or representation made by the Obligors hereunder or any agreement,
document, or instrument delivered to Bank or otherwise referred to herein, and
any claims and rights of Bank resulting from any breach or misrepresentation by
any Obligor are specifically reserved by Bank.

     

    14.         DEFAULT AND
REMEDIES.

     

    14.1         Events of
Default.  The occurrence of any one or more of the following
events shall constitute an Event or Events of Default hereunder:

     

    (i)           The
failure of Borrower to pay when due and payable or when declared due and
payable, any portion of the Obligations, whether of principal, interest
(including any interest which, but for the provisions of the Bankruptcy Code,
would have accrued on such amounts), fees, costs, indemnities, or other amounts
constituting Obligations;

     

    
      
         


      

      
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    (ii)          The
failure of any Obligor to perform, keep, or observe any term, provision,
condition, covenant, or agreement contained in this Agreement, in any of the
Loan Documents, or in any other present or future agreement between any Obligor
and Bank;

     

    (iii)        The
failure of any Obligor to pay any Indebtedness for borrowed money due to any
third Person or Capitalized Lease Obligations or the existence of any other
event of default under any loan, security agreement, mortgage, Capitalized Lease
or other agreement pertaining thereto binding any Obligor, after the expiration
of any notice and/or grace periods permitted in such documents;

     

    (iv)         The
failure of any Obligor to pay or perform any other obligation to Bank under any
other agreement or note or otherwise arising, whether or not related to this
Agreement, after the expiration of any notice and/or grace periods permitted in
such documents;

     

    (v)           The
adjudication of any Obligor as a bankrupt or insolvent, or the entry of an Order
for Relief against any Obligor or the entry of an order appointing a receiver or
trustee for any Obligor of any of their property or approving a petition seeking
reorganization or other similar relief under the Bankruptcy Code or other
similar laws of the U.S. or any state or any other competent
jurisdiction;

     

    (vi)         A
proceeding under any bankruptcy, reorganization, arrangement of debt,
insolvency, readjustment of debt, debt moratorium or receivership law is filed
by or against any Obligor, or any Obligor makes an assignment for the benefit of
creditors, or any Obligor takes any action to authorize any of the
foregoing;

     

    (vii)        The
suspension of the operation of any Obligor’s business;

     

    (viii)       Any
Obligor becomes unable to meet its debts as they mature or fall due, or the
admission in writing by any Obligor to such effect, or any Obligor calling any
meeting of all or any material portion of their creditors for the purpose of
debt restructure or moratorium;

     

    (ix)         All,
or any part of the Collateral or the assets of any Obligor are attached, seized,
subjected to a writ or distress warrant, or levied upon, or come within the
possession or control of any, receiver, trustee, custodian or assignee for the
benefit of creditors or become subject to any Lien which is not otherwise
permitted under Section
10.8;

     

    (x)           The
entry of a final judgment for the payment of money against any Obligor in excess
of $100,000.00 which, within ten (10) days after such entry, shall not have been
discharged or execution thereof stayed pending appeal or shall not have been
discharged within five (5) days after the expiration of any such
stay;

     

    (xi)         Any
representation or warranty of any Obligor in any of the Loan Documents is
discovered to be untrue in any material respect or any statement, certificate or
data furnished by any Obligor pursuant hereto is discovered to be untrue in any
material respect as of the date as of which the facts therein set forth are
stated or certified;

     

    
      
         


      

      
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    (xii)        Borrower
voluntarily or involuntarily dissolves or is dissolved, terminates or is
terminated;

     

    (xiii)      Any
Obligor is enjoined, restrained, or in any way prevented by the order of any
court or any administrative or regulatory agency, the effect of which order
restricts such Obligor from conducting all or any material part of its
business;

     

    (xiv)       A
breach by any Obligor occurs under any material agreement, document or
instrument, whether heretofore, now or hereafter existing between any Obligor
and any other Person;

     

    (xv)         A
Material Adverse Change occurs;

     

    (xvi)        A
Change of Control occurs;

     

    (xvii)      Any
material uninsured damage to, or loss, theft, or destruction of, any of the
Collateral occurs;

     

    (xviii)     Any
strike, lockout, labor dispute, embargo, condemnation, act of God or public
enemy, or other casualty loss occurs resulting in the cessation or substantial
curtailment of production or other revenue producing activities at any facility
of Borrower for more than thirty (30) consecutive days;

     

    (xix)       The
loss, suspension, revocation or failure to renew any license or permit now held
or hereafter acquired by any Obligor, which loss, suspension, revocation or
failure to renew is likely to result in a Material Adverse Change;

     

    (xx)        Any
projection delivered to Bank pursuant hereto indicates that Borrower will not be
able to comply with the financial covenants set forth in Section
11;

     

    (xxi)       Any
breach by any Obligor under any of the Subordination Agreements;

     

    (xxii)      The
validity or enforceability of this Agreement, or any of the Loan Documents, is
contested by any Obligor, or any Obligor denies that they have any or any
further liability or obligation hereunder or thereunder; or

     

    (xxiii)    The
indictment or threatened indictment of any Obligor under any criminal statute,
or the commencement or threatened commencement of criminal or civil proceedings
against any Obligor pursuant to which statute or proceedings the penalties or
remedies sought or available include forfeiture of any property of any Obligor,
or any Obligor engages or participates in any “check kiting” activity regardless
of whether a criminal investigation has been commenced.

     

    14.2         Remedies.  Upon
the occurrence of an Event of Default, or at any time thereafter, Bank may, at
its election, without notice of its election and without demand, do any one or
more of the following, all of which are authorized by the Obligors:

     

    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    

     

    (i)           Declare
the entire unpaid principal of the Loan, all other Obligations, all interest
accrued thereon, all fees due hereunder and all other obligations of any Obligor
to Bank hereunder or under any other Loan Document otherwise arising immediately
due and payable;

     

    (ii)          Cease
extending credit to or for the benefit of the Obligors under this Agreement,
under any of the Loan Documents, or under any other agreement between any
Obligor and Bank;

     

    (iii)        Terminate
this Agreement and any of the other Loan Documents as to any future liability or
obligation of Bank, but without affecting Bank’s rights and security interests
in the Collateral and without affecting the Obligations;

     

    (iv)         Increase
the applicable interest rate up to the Default Rate;

     

    (v)          Hold,
as cash collateral, any and all balances and deposits of the Obligors held by
Bank to secure the full and final repayment of all of the
Obligations;

     

    (vi)         Enter
the premises occupied by any of the Obligors and take possession of the
Collateral and any records relating thereto; and/or

     

    (vii)        Exercise
each and every right and remedy granted to it under the Loan Documents, under
the Uniform Commercial Code and under any other applicable law or at
equity.

     

    If an
Event of Default occurs under Sections
14.1(v) or 14.1(vi), all of the Obligations shall become immediately due
and payable.

     

    14.3         Application
of Proceeds.  All proceeds from each sale of, or other
realization upon, all or any part of the Collateral following an Event of
Default shall be applied or paid over as follows:

     

    (i)           First:  to
the payment of all costs and expenses incurred in connection with such sale or
other realization, including attorneys’ fees; and

     

    (ii)          Second:  to
the payment of the Obligations (with the Obligors remaining liable for any
deficiency) as Bank may elect; and

     

    (iii)        Third:  the
balance (if any) of such proceeds shall be paid, subject to any duty imposed by
law, or otherwise to whomsoever shall be entitled thereto.

     

    
      
         


      

      
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    14.4         Sale or
Other Disposition of Collateral.  The sale, lease or other
disposition of the Collateral, or any part thereof, by Bank after an Event of
Default may be for cash, credit or any combination thereof, and Bank may
purchase all or any part of the Collateral at public or, if permitted by law,
private sale, and in lieu of actual payment of such purchase price, may set-off
the amount of such purchase price against the Obligations then
owing.  Any sales of the Collateral may be adjourned from time to time
with or without notice.  Bank may cause the Collateral to remain on
any Obligor’s premises or otherwise or to be removed and stored at premises
owned by other persons, at such Obligor’s expense, pending sale or other
disposition of the Collateral.  Each Obligor at Bank’s request, shall
assemble the Collateral consisting of Inventory and tangible assets and make
such assets available to Bank at a place to be designated by
Bank.  Bank shall have the right to conduct such sales on Obligor’s
premises, at such Obligor’s expense, or elsewhere, on such occasion or occasions
as Bank may see fit.  With respect to any Obligor’s owned or leased
premises, each Obligor hereby grants Bank a license, effective upon the
occurrence of an Event of Default, and to the extent not prohibited by the terms
of any applicable lease, to enter into possession of such premises and to occupy
the same, without charge, in order to exercise any of Bank’s rights or remedies
provided herein, at law, in equity, or otherwise.

     

    Any
notice required to be given by Bank of a sale, lease or other disposition or
other intended action by Bank with respect to any of the Collateral which is
given pursuant to Section 16
below, at least five (5) Business Days prior to such proposed action, shall
constitute fair and reasonable notice to the Obligors of any such
action.

     

    The net
proceeds realized by Bank upon any such sale or other disposition, after
deduction for the expenses of retaking, holding, storing, transporting,
preparing for sale, selling or otherwise disposing of the Collateral incurred by
Bank in connection therewith and all other costs and expenses related thereto
including attorney fees, shall be applied as set forth in Section
14.3 hereof Bank shall account to Borrower for any surplus realized upon
such sale or other disposition, and the Obligors shall remain liable for any
deficiency.  The commencement of any action, legal or equitable, or
the rendering of any judgment or decree for any deficiency shall not affect
Bank’s Lien in the Collateral.  The Obligors agree that Bank has no
obligation to preserve rights to the Collateral against any other parties or to
clean-up or otherwise prepare any of the Collateral for sale.

     

    If Bank
sells any of the Collateral upon credit, Borrower will be credited only with
payments actually made by or on behalf of the purchaser, received by Bank and
applied to the indebtedness owed by such purchaser to Bank.  If the
purchaser fails to pay for any of the Collateral, Bank may resell the
Collateral.

     

    Bank will
not be considered to have offered to retain the Collateral in satisfaction of
the Obligations, unless Bank has entered into a written agreement with the
Obligors to that effect.

     

    Bank is
hereby granted a license or other right to use, after an Event of Default,
without charge, each Obligor’s labels, General Intangibles, intellectual
property, Equipment, real estate, patents, copyrights, rights of use of any
name, trade secrets, trade names, trademarks, service marks and advertising
matter, or any property of a similar nature, as it pertains to the Collateral,
in completing production of, advertising for sale and selling any Inventory or
other Collateral and each Obligor’s rights under all contracts, licenses,
approvals, permits, leases and franchise agreements, to the extent assignable,
shall inure to Bank’s benefit.

     

    Bank
shall be under no obligation to marshall any assets in favor of any Obligor or
any other party or against or in payment of any or all of the
Obligations.

     

    
      
         


      

      
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    14.5         Actions
With Respect to Accounts.  Each Obligor hereby irrevocably
makes, constitutes, and appoints Bank (and any of Bank’s designated officers,
employees or agents) as its true and lawful attorney-in-fact, with full power of
substitution, with power to sign its name and to take any of the following
actions, in its name or the name of Bank, as Bank may determine, without notice
to Obligors and at Obligors’ expense:

     

    (i)           Verify
the validity and amount of or any other matter relating to the Collateral by
mail, telephone, telecopy or otherwise;

     

    (ii)          After
the occurrence of an Event of Default, notify all Account Debtors that the
Obligors’ Accounts have been assigned to Bank and that Bank has a Lien
therein;

     

    (iii)      
  After the occurrence of an Event of Default, direct all Account
Debtors to make payment of all Obligors’ Accounts directly to Bank and forward
invoices directly to such Account Debtors;

     

    (iv)         After
the occurrence of an Event of Default, take control in any manner of any cash or
non-cash items of payment or proceeds of such Accounts;

     

    (v)           After
the occurrence of an Event of Default, notify the U.S. Postal Service to change
the address for delivery of mail addressed to each Obligor to such address as
Bank may designate;

     

    (vi)         After
the occurrence of an Event of Default, have access to any lockbox or postal
boxes into which any Obligor’s mail is deposited and receive, open and dispose
of all mail addressed to such Obligor;

     

    (vii)        After
the occurrence of an Event of Default, take control in any manner of any
rejected, returned, stopped in transit or repossessed goods relating to any
Accounts;

     

    (viii)       After
the occurrence of an Event of Default, enforce payment of and collect any
Accounts, by legal proceedings or otherwise, and for such purpose Bank
may:

     

    (A)           Demand
payment of any Accounts or direct any Account Debtors to make payment of
Accounts directly to Bank;

     

    (B)           Receive
and collect all monies due or to become due to any Obligor;

     

    (C)           Exercise
any Obligor’s rights and remedies with respect to the collection of
Accounts;

     

    (D)           Settle,
adjust, compromise, extend, renew, discharge or release the
Accounts;

     

    
      
         


      

      
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    (E)           Sell
or assign the Accounts on such terms, for such amount and at such times as Bank
deems advisable;

     

    (F)           Prepare,
file and sign any Obligor’s name or names on any Proof of Claim or similar
document in any proceeding filed under federal or state  bankruptcy,
insolvency, reorganization or other similar law as to any Account
Debtor;

     

    (G)          Prepare,
file and sign any Obligor’s name or names on any Notice of Lien, Claim of
Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or
similar document in connection with the Collateral;

     

    (H)          Endorse
the name of any Obligor upon any chattel papers, documents, instruments,
invoices, freight bills, bills of lading or similar documents or agreements
relating to the Accounts or goods pertaining thereto or upon any checks or other
media of payment or evidences of a security interest that may come into Bank’s
possession;

     

    (I)           
Sign the name of any Obligor to verifications of Accounts and notices thereof
sent by Account Debtors to such Obligor; or

     

    (J)           Take
all other actions necessary or desirable to protect any Obligor’s or Bank’s
interest in the Accounts.

     

    Each
Obligor ratifies and approves all acts of said attorneys and agrees that said
attorneys shall not be liable for any acts of commission or omission, nor for
any error of judgment or mistake of fact or law, except such attorneys’ gross
negligence or willful misconduct.  Each Obligor agrees to assist Bank
in the collection and enforcement of their Accounts and not to hinder, delay or
impede Bank in its collection or enforcement of said Accounts.

     

    14.6         Set-Off.  Without
limiting the rights of Bank under Applicable Law, the Obligors grant to Bank and
agree that Bank may, unless prohibited by applicable law, without notice to any
Obligor (such notice being expressly waived), and without constituting a
retention of any Collateral in satisfaction of any Obligations exercise a right
of set-off, a lien against and a security interest in all property of the
Obligors now or at any time in Bank’s possession in any capacity whatsoever,
including but not limited to any balance of any deposit, trust or agency
account, or any other account with Bank as security for the
Obligations.  At any time and from time to time following the
occurrence of an Event of Default or Default, Bank may without notice or demand,
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by Bank to or for the credit of any Obligor against any or all of the
Obligations.

     

    14.7         Turnover
of Property Held by Bank.  The Obligors irrevocably authorize
any Affiliate of Bank, unless prohibited by Applicable Law, upon and following
the occurrence of an Event of Default or a Default, at the request of Bank and
without further notice, to turn over to Bank any property of any Obligor held by
such Affiliate, including without limitation, funds and securities for any
Obligor’s account and to debit, for the benefit of Bank, any deposit account
maintained by any Obligor with such Affiliate (even if such deposit account is
not then due or there results a loss or reduction of interest or the imposition
of a penalty in accordance with Applicable Law to the early withdrawal of time
deposits), in the amount requested by Bank up to the amount of the Obligations,
and to pay or transfer such amount or property to Bank for application to the
Obligations.

     

    
      
         


      

      
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    14.8         Delay or
Omission Not Waiver.  Neither the failure nor any delay on the
part of Bank to exercise any right, remedy, power or privilege under the Loan
Documents upon the occurrence of any Event of  Default or otherwise
shall operate as a waiver thereof or impair any such right, remedy, power or
privilege.  No waiver of any Event of Default shall affect any later
Event of Default or shall impair any rights of Bank.  No single,
partial or full exercise of any rights, remedies, powers and privileges by Bank
shall preclude further or other exercise thereof.  No course of
dealing between Bank and any Obligor shall operate as or be deemed to constitute
a waiver of Bank’s rights under the Loan Documents or affect the duties or
obligations of the Obligors.

     

    14.9         Remedies
Cumulative.  The rights, remedies, powers and privileges
provided for herein shall not be deemed exclusive, but shall be cumulative and
shall be in addition to all other rights, remedies, powers and privileges
in  Bank’s favor at law or in equity.

     

    14.10       Consents,
Approvals and Discretion.  Whenever Bank’s consent or approval
is required or permitted or any documents are required to be acceptable to Bank,
such consent, approval or acceptability shall be at the sole and absolute
discretion of Bank.  Except as otherwise specifically provided herein,
whenever any determination or act is at Bank’s discretion, such determination or
act shall be at Bank’s sole and absolute discretion.

     

    14.11       Certain
Fees, Costs, Expense Expenditures.  The Obligors agree to pay
on demand all cost and expenses of Bank (the “Bank Expenses”), including
without limitation:

     

    (i)           all
costs, expenses and fees (including attorneys’ fees and other legal costs,
expenses and charges) incurred or paid by Bank in connection with (i) advising,
structuring, drafting, preparing, reviewing, negotiating, administering the Loan
Documents or any waivers, consents, amendments, extensions, modifications or
restatements related thereto; (ii) interpreting, enforcing, protecting,
preserving, defending or terminating any of the Loan Documents or any of Bank’s
rights and remedies related thereto, irrespective of whether suit is brought
(including without limitation, all costs and expenses and attorneys’ fees
related to any “workout,” “restructuring,” insolvency or similar proceeding
involving any Obligor); (iii) legal advice relating to the rights and
responsibilities of Bank; (iv) the preparation for negotiations regarding,
consultations concerning or the defense or prosecution of any legal proceedings
involving, any claim (including third-party claims) made or threatened against
Bank related to or involving the Loan Documents, the transactions contemplated
under the Loan Documents, Bank’s relationship with the Obligors, or any actions
taken pursuant to the Loan Documents by Bank;

     

    (ii)          all
costs, expenses and fees incurred or paid by Bank for photocopying;
notarization; couriers; messengers; telecommunications; public record searches
(including without limitation, real estate, tax lien, litigation, UCC,
bankruptcy, patent, trademark or copyright searches); filing; recording;
publication; appraisals (including without limitation personal property, real
estate, trademark, tradename, and inventory appraisals or reappraisals); real
estate surveys or updates; real estate title insurance reports or bring-downs,
commitments, policies and endorsements; environmental audits, surveys or
updates; and accounting or other professional advisors;

     

    
      
         


      

      
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    (iii)        all
costs, expenses and fees incurred or paid by Bank in connection with the
disbursement of funds under the Loan Documents (by wire transfer or otherwise);
the dishonoring of checks, drafts or other items of payment; correction or cure
of any Default or Event of Default or enforcement of the Loan Documents; gaining
possession of, maintaining, handling, preserving, storing, shipping, selling,
preparing for sale or advertising to sell any of the Collateral (regardless of
whether the sale is consummated); or exercising any rights or remedies under the
Loan Documents; and

     

    (iv)         all
costs, expenses and other payments incurred or made by Bank to any warehouseman,
landlord, lessor or owner of any property at which any of the Collateral is
located to enable Bank to obtain access, store, warehouse, ship, sell or
otherwise preserve, protect and dispose of such Collateral (including without
limitation all lease payments, access charges, utility charges and safety and
security charges).

     

    In the
event any Obligor shall fail to pay taxes, insurance, assessments, fees, costs
or expenses which it is required to pay hereunder, or fails to keep the
Collateral free from Liens (except as expressly permitted herein), or fails to
maintain or repair the Collateral as required hereby, or otherwise breaches any
obligations under the Loan Documents, Bank in its discretion, may (but shall not
be obligated to) make expenditures for such purposes and the amount so expended
(including  attorney’s fees and expenses, filing fees and other
charges) shall be payable by the Obligors on demand and shall constitute part of
the Obligations.

     

    15.        INDEMNIFICATION.  The
Obligors agree to indemnify and hold harmless, Bank, its parents and Affiliates
and their officers, directors, shareholders, employees and agents (collectively,
the “Indemnified
Parties”), from and against any and all claims, liabilities, losses,
damages, costs and expenses (whether or not such Indemnified Party is a party to
any litigation), including without limitation attorney’s fees and costs and
costs of investigation, document production, attendance at depositions or other
discovery, incurred by any Indemnified Party with respect to, arising out of or
as a consequence of (a) this Agreement or any of the other Loan Documents,
including without limitation, any failure of any Obligor to pay when due (at
maturity, by acceleration or otherwise) any principal, interest, fee or any
other amount due under this Agreement or the other Loan Documents, or any other
Event of Default; (b) the use by Borrower of any proceeds advanced hereunder;
(c) the transactions contemplated hereunder; or (d) any claim, demand, action or
cause of action being asserted against any Indemnified Party by any other
Person  in connection with the transactions contemplated
hereunder.  Notwithstanding anything herein or elsewhere to the
contrary, the Obligors shall not be obligated to indemnify or hold harmless any
Indemnified Party from any liability, loss or damage resulting from the gross
negligence, willful misconduct or unlawful actions of such Indemnified Party or
any violations by such Indemnified Party or Bank of any securities laws or other
laws and regulations concerning financial institutions.  Any amount
payable to Bank under this Section will bear interest at the Default Rate from
the due date until paid.

     

    The
Obligors’ obligations under this Section shall survive termination of this
Agreement and repayment of the Obligations.

     

    
      
         


      

      
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    16.        COMMUNICATIONS
AND NOTICES.  All notices, requests and other communications
made or given in connection with the Loan Documents shall be in writing and,
unless receipt is stated herein to be required, shall be deemed to have been
validly given if delivered personally to the individual or division or
department to whose attention notices to a party are to be addressed, or by
private carrier, or registered or certified mail, return receipt requested, or
by telecopy with the original forwarded by first-class mail in all cases, with
charges prepaid, addressed as follows, until some other address (or individual
or division or department for attention) shall have been designated by notice
given by one party to the other:

     

    To
Obligors:

     

    Access to
Money, Inc.

    1101
Kings Highway, STE G100

    Cherry
Hill, New Jersey 08034

    Attention:
Michael Dolan, CFO

     

    With a
copy to:

     

    Fox
Rothschild LLP

    997 Lenox
Drive

    Lawrenceville,
NJ 08648

    Attention:
Vincent A. Vietti, Esq.

    


    To
Bank:

     

    Sovereign
Bank

    3 Terry
Drive

    Newtown,
PA 18940

    Attention:
Joseph E. Flynn

     

    With a
copy to:

     

    Thomas M.
Pinney, Esquire

    White and
Williams LLP

    1650
Market Street, Suite 1800

    Philadelphia,
PA 19103-7395

    


    17.        WAIVERS.

     

      17.1         Waivers.  In connection
with any proceedings under the Loan Documents, including, without limitation,
any action by Bank in replevin, foreclosure or other court process or in
connection with any other action related to the Loan Documents or the
transactions contemplated hereunder, the Obligors waive, to the extent permitted
by applicable law:

     

    (i)           all
errors, defects and imperfections of a procedural nature in such
proceedings;

     

    
      
         


      

      
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    (ii)         all
benefits under any present or future laws exempting any property, real or
personal, or any part of any proceeds thereof from attachment, levy or sale
under execution, or providing for any stay of execution to be issued on any
judgment recovered under any of the Loan Documents or in any replevin or
foreclosure proceeding, or otherwise providing for any valuation, appraisal or
exemption;

     

    (iii)        presentment
for payment, demand, notice of demand, notice of nonpayment, protest and notice
of protest of any of the Loan Documents, including the Note;

     

    (iv)         any
requirement for bonds, security or sureties required by statute, court rule or
otherwise;

     

    (v)          any
demand for possession of Collateral prior to commencement of any
suit;

     

    (vi)         all
rights to claim or recover attorney’s fees and costs in the event that any
Obligor is successful in any action to remove, suspend or prevent the
enforcement of a judgment entered by confession; and

     

    (vii)        any
right to require Bank to pursue any third Person for payment of the Obligations
or payment with respect to any of the Collateral.

     

     
17.2           Forbearance.  Bank
may release, compromise, forbear with respect to, waive, suspend, extend or
renew any of the terms of the Loan Documents, without notice to or consent of
any Obligor.

     

     
17.3           Limitation
on Liability.  The Obligors shall be responsible for and Bank
is hereby released from any claim or liability in connection with:

     

    (i)           Safekeeping
any Collateral;

     

    (ii)         Any
loss or damage to any Collateral;

     

    (iii)        Any
diminution in value of the Collateral; or

     

    (iv)         Any
act or default of another Person.

     

    Bank
shall only be liable for any act or omission on its part constituting gross
negligence or willful misconduct.  In the event any Obligor brings
suit against Bank in connection with the transactions contemplated hereunder and
Bank is found not to be liable, the Obligors will indemnify and hold Bank
harmless from all costs and expenses, including attorney’s fees, incurred by
Bank in connection with such suit.  This Agreement is not intended to
obligate Bank to take any action with respect to the Collateral or to incur
expenses or perform any obligation or duty of any Obligor.  Obligors’
obligations under this Section shall survive termination of this Agreement and
repayment of the Obligations.

     

     
17.4          Waiver of
Subrogation.  The Obligors hereby waive any right to
subrogation, reimbursement, contribution or indemnity from any Obligor in
connection with any Obligor’s obligations under the Loan Documents.

     

    
      
         


      

      
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    18.      
  SUBMISSION
TO JURISDICTION.  The Obligors hereby consent to the
jurisdiction of any state or federal court located within the State of New
Jersey, and irrevocably agree that, subject to Bank’s election, all actions or
proceedings relating to the Loan Documents or the transactions contemplated
hereunder shall be litigated in such courts, and the Obligors waive any
objection which they may have based on lack of personal jurisdiction, improper
venue or forum non conveniens to the conduct of any proceeding in any such court
and waive personal service of any and all process upon them and consent that all
such service of process be made by mail or messenger directed to them at the
address set forth in Section
16.  Nothing contained in this Section shall affect the right
of Bank to serve legal process in any other manner permitted by law or affect
the right of Bank to bring any action or proceeding against any Obligor or their
property in the courts of any other jurisdiction.

     

    19.       
 MISCELLANEOUS.

     

    19.1         Brokers.  The
transaction contemplated hereunder was brought about and entered into by Bank
and the Obligors acting as principals and without any brokers, agents or finders
being the effective procuring cause hereof.  The
Obligors  represent to Bank that the Obligors have not committed Bank
to the payment of any brokerage fee or commission in connection with this
transaction.  If any such claim is made against Bank by any broker,
finder or agent or any other Person,  the Obligors agree to indemnify,
defend and hold Bank harmless against any such claim, at the Obligors’ own cost
and expense, including Bank’s attorneys’ fees.  The Obligors further
agree that until any such claim or demand is adjudicated in Bank’s favor, the
amount claimed and/or demanded shall be deemed part of the Obligations secured
by the Collateral.

     

    19.2         Use of
Bank’s Name  The Obligors shall not use the name of Bank or the
name of any Affiliate of Bank in connection with any of their business or
activities except as may otherwise be required by the rules and regulations of
the Securities and Exchange Commission or any like regulatory body and except as
may be required in their dealings with any governmental agency.

     

    19.3         No Joint
Venture.  Nothing contained herein is intended to permit or
authorize any Obligor to make any contract on behalf of Bank, nor shall this
Agreement be construed as creating a partnership, joint venture or making Bank
an investor in any Obligor.

     

    19.4         Survival.  All
covenants, agreements, representations and warranties made by the Obligors in
the Loan Documents or made by or on their behalf in connection with the
transactions contemplated herein shall be true at all times this Agreement is in
effect and shall survive the execution and delivery of the Loan Documents, any
investigation at any time made by Bank or on their behalf and the making by Bank
of the loans or advances to Borrower.  All statements contained in any
certificate, statement or other document delivered by or on behalf
of  the Obligors pursuant hereto or in connection with the
transactions contemplated hereunder shall be deemed representations and
warranties by  the Obligors.

     

    19.5         No
Assignment.  The Obligors may not assign any of their rights
hereunder without the prior written consent of Bank, which shall not be required
to lend hereunder except to Borrower as it presently exists.

     

    
      
         


      

      
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    19.6         Assignment
or Sale by Bank.  Bank may sell, assign or participate all or a
portion of its interest in the Loan Documents and in connection therewith may
make available to any prospective purchaser, assignee or participant any
information relative to Obligors in its possession.  In the event that
Bank sells or assigns any portion of the Loan, Obligors shall (a) execute and
deliver to Bank and/or to the applicable purchaser or assignee, such substitute
or replacement Note, Surety Agreements or other Loan Documents, and (b) execute
and deliver to Bank such amendments to the Loan Documents as Bank may request to
reflect such sale or assignment.

     

    19.7         Publicity.  Obligors
agree that Bank may disclose the fact of the financing under this Agreement in
the form of a “tombstone” announcement in the print media, whether individually
or part of a general advertisement.

     

    19.8         Injunctive
Relief.  Each of the Obligors expressly acknowledges and agrees
that an action for damages for any breach of the requirements of Section
7.5 shall not be an adequate remedy at law.  In the event of
any such breach, each of the Obligors agrees to the fullest extent allowed by
law that Bank shall be entitled to injunctive relief to restrain such breach and
require compliance with such requirements.

     

    19.9         Time is
of the Essence.  Time is of the essence in the Obligors’
performance of their obligations under the Loan Documents.

     

    19.10       All
Powers Coupled With Interest.  All powers of attorney and other
authorizations granted to Bank and any Persons designated by Bank pursuant to
any provisions of this Agreement or any of the other Loan Documents shall be
deemed coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied.

     

    19.11       Disclosure
and Disclaimer Regarding Power of Attorney.  Obligors
acknowledge and certify as follows:

     

    (i)          The
Loan Documents contain provisions authorizing Bank to act as each Obligor’s
attorney-in-fact or agent (collectively such powers are herein after referred to
as the “Power of
Attorney”).

     

    (ii)         The
purpose of the Power of Attorney is to give Bank broad powers to execute
documents, handle or sell property and otherwise act in the name of the
Obligors.

     

    (iii)        The
Power of Attorney is coupled with an interest and, as such, Bank, in exercising
any of its rights under the Power of Attorney is not a fiduciary of the
Obligors.  Bank may exercise any of its rights under the Power of
Attorney for the sole benefit of Bank, without regard to the interests of the
Obligors.

     

    (iv)         The
Loan Agreement and the other Loan Documents are being executed in connection
with a commercial loan or other financial transaction for business purposes and
not primarily for personal, family or household purposes.

     

    
      
         


      

      
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    (v)           The
Obligors have read and understand the Power of Attorney and this subsection
regarding disclosure and disclaimer regarding the Power of
Attorney.

     

    (vi)         The
Obligors have consulted with legal counsel regarding the Power of Attorney and
this subsection regarding disclosure and disclaimer regarding the Power of
Attorney.

     

    19.12       Binding
Effect.  This Agreement and all rights and powers granted
hereby will bind and inure to the benefit of the parties hereto and their
respective permitted successors and assigns and shall bind all Persons who
become bound as a borrower, guarantor or other obligor under this
Agreement.

     

    19.13       Severability.  The
provisions of this Agreement and all other Loan Documents are deemed to be
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions which shall continue in full force and
effect.

     

    19.14       No Third
Party Beneficiaries.  The rights and benefits of this Agreement
and the Loan Documents shall not inure to the benefit of any third
party.

     

    19.15       Modifications.  Any
modification or amendment of this Agreement or any of the Loan Documents shall
be in writing signed by the parties hereto.

     

    19.16       Holidays.  If
the day provided herein for the payment of any amount or the taking of any
action falls on a Saturday, Sunday or public holiday at the place for payment or
action, then the due date for such payment or action will be the next succeeding
Business Day.

     

    19.17       Law
Governing.  This Agreement has been made, executed and
delivered in the State of New Jersey and will be construed in accordance with
and governed by the laws of such state, without regard to any rules or
principles regarding conflicts of law or any rule or canon of construction which
interprets agreements against the draftsman.

     

    19.18       Integration.  The
Loan Documents shall be construed as integrated and complementary of each other,
and as augmenting and not restricting Bank’s rights, powers, remedies and
security.  The Loan Documents contain the entire understanding of the
parties thereto with respect to the matters contained therein and supersede all
prior agreements and understandings between the parties with respect to the
subject matter thereof and do not require parol or extrinsic evidence in order
to reflect the intent of the parties.  In the event of any
inconsistency between the terms of this Agreement and the terms of the other
Loan Documents, the terms of this Agreement shall prevail.

     

    19.19       Exhibits
and Schedules.  All exhibits and schedules attached hereto are
hereby made a part of this Agreement.

     

    19.20       Headings.  The
headings of the Articles, Sections, paragraphs and clauses of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part of
this Agreement.

     

    
      
         


      

      
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    19.21       Counterparts;
Facsimile Signatures.  The Loan Documents and any notice or
communication under the Loan Documents may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.  Delivery of a
photocopy or telecopy of an executed counterpart of a signature page to any Loan
Document shall be effective as delivery of a manually executed counterpart of
such Loan Document.

     

    19.22       Joint and
Several.  The obligations of the Obligors under this Agreement
shall be joint and several obligations.

     

    19.23       Limitation
on Damages.  The Obligors and Bank agree that, in any action,
suit or proceeding, in respect of or arising out of this Agreement, the Loan
Documents or the transactions contemplated hereunder, each mutually waives to
the fullest extent permitted by law, any claim for consequential, punitive or
special damages.

     

    19.24       Waiver of Right to Trial by
Jury.  THE OBLIGORS AND BANK WAIVE 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 THE OBLIGORS OR BANK 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.  THE OBLIGORS AND BANK AGREE AND
CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE OBLIGORS AND BANK TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.  THE OBLIGORS ACKNOWLEDGE THAT THEY HAVE HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY
UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND
KNOWINGLY AGREE TO THE TERMS OF THIS SECTION.

     

    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.

    


    
      
        
          
            
              
                
                  	
                          BORROWER:

                        
	 
      
	
                          ACCESS TO MONEY, INC., a
      Delaware corporation

                        
	 
      
	
                          By:

                        	
                          /s/ Michael Dolan

                        
	
                          Name/Title:

                        	
                          Michael Dolan, CFO

                        
	 
      
	
                          GUARANTORS:

                        
	 
      
	
                          TRM
      ATM ACQUISITION CORPORATION

                        
	 
      
	
                          By:

                        	
                          /s/ Michael Dolan

                        
	
                          Name/Title:

                        	
                          Michael Dolan, CFO

                        
	 
      
	
                          LJR
      CONSULTING CORP.

                        
	 
      
	
                          By:

                        	
                          /s/ Michael Dolan

                        
	
                          Name/Title:

                        	
                          Michael Dolan, CFO

                        
	 
      
	
                          TRM
      ATM CORPORATION

                        
	 
      
	
                          By:

                        	
                          /s/ Michael Dolan

                        
	
                          Name/Title:

                        	
                          Michael Dolan, CFO

                        
	 
      
	
                          ACCESS
      TO MONEY-SL, INC.

                        
	 
      
	
                          By:

                        	
                          /s/ Michael Dolan

                        
	
                          Name/Title:

                        	
                          Michael Dolan, CFO

                        
	 
      
	
                          BANK:

                        
	 
      
	
                          SOVEREIGN
      BANK

                        
	 
      
	
                          By:

                        	
                          /s/ Daniel R. Vereb

                        
	
                          Name/Title:

                        	
                          Daniel R. Vereb,
  V.P.

                        


                

              

            

          

        

      

    


    
      
         


      

      
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