Exhibit
10.6

    


    EXCHANGE
AGREEMENT

     

    This
Exchange Agreement (this “Agreement”) is made
and entered into as of September 3, 2010 by and between Access to Money,
Inc., a Delaware corporation (“Issuer”), and
LC Capital Master Fund, Ltd., a
Cayman Island exempted company (“Holder”).

     

    Recitals

     

    WHEREAS,
Issuer previously entered into (a) the Common Stock Purchase Warrant, dated as
of February 8, 2008 (the “February Warrant”),
pursuant to which Holder is entitled to purchase 2,500,000 shares of common
stock, $.001 par value per share, of Issuer (the “Common Stock”), (b)
the Common Stock Purchase Warrant, dated as of April 18, 2008 (the “Original April
Warrant”), pursuant to which Holder was entitled to purchase 12,500,000
shares of Common Stock, and (c) the Securities Purchase Agreement, dated as of
April 18, 2008 (as the same may be amended, modified or supplemented in
accordance with is terms, the “Purchase Agreement”),
among Issuer, Holder and Lampe, Conway & Co., LLC (“Lampe Conway”), as
administrative and collateral agent thereunder pursuant to which Issuer executed
and delivered promissory notes dated as of April 18, 2008 in the aggregate
principal amount of $11,000,000 (the “Notes”);

     

    WHEREAS,
on May 30, 2008, Holder assigned to Cadence Special Holdings II, LLC (“Cadence”) the right
to purchase 1,250,000 shares of Common Stock under the Original April Warrant
and $1,100,000 principal amount of the Notes (the “Cadence Note” and the
balance of the Notes, the “Exchanged Notes”) and
in connection with such assignment, Issuer replaced the Original April Warrant
and entered into (x) the Common Stock Purchase Warrant, dated as of April 18,
2008 (the “Restated
April Warrant” and together with the February Warrant, the “Exchanged Warrants”),
pursuant to which Holder is entitled to purchase 11,250,000 shares of Common
Stock, and (y) the Common Stock Purchase Warrant, dated as of April 18, 2008
(the “Cadence
Warrant”), pursuant to which Cadence is entitled to purchase 1,250,000
shares of Common Stock;

     

    WHEREAS,
upon the terms and subject to the conditions hereof, including that no
commission or other remuneration has been paid or given directly or indirectly
for such exchange, Holder and Issuer wish to exchange the Exchanged Warrants and
Exchanged Notes for 9,750,000 shares of Common Stock;

     

    WHEREAS,
the shares of Common Stock issued and exchanged hereunder are being issued
without registration under the Securities Act of 1933, as amended (the “Securities Act”), in
reliance on the exemption provided by Section 3(a)(9) of the Securities
Act;

     

    WHEREAS,
Issuer acknowledges and is aware that Michael Venezia and two other designees
were appointed to Issuer’s board of directors at the request of Holder pursuant
to Section 2.16 of the Purchase Agreement and that as a result of this
arrangement, Holder is considered a director by deputization of the
Issuer;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS,
Issuer and Holder intend for the transactions contemplated by this Agreement to
qualify for the exemption under Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”),
related to transactions between an issuer and its directors; and

     

    WHEREAS,
the parties hereto desire to make certain representations, warranties, covenants
and other agreements in connection with the transactions contemplated
hereby.

     

    NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    ARTICLE
I

    EXCHANGE
OF SECURITIES

     

    Section
1.1.     Exchange of
Securities Upon the
terms and subject to the conditions of this Agreement, at the Closing,
(a) Holder will convey, assign, transfer and deliver to Issuer, and Issuer
will receive from Holder, the Exchanged Warrants and Exchanged Notes, free and
clear of all encumbrances, and (b) Issuer will convey, assign, transfer and
deliver to Holder, and Holder will receive from Issuer, 9,750,000 shares of
Common Stock, free and clear of all encumbrances.

     

    Section
1.2.     Closing The
closing of the transactions contemplated by this Agreement (the “Closing”) will take
place at such time and place as Issuer and Holder mutually agree after all
conditions set forth in Article IV have been
satisfied or waived (other than those conditions that are to be satisfied at the
Closing). The date on which the Closing actually occurs will be referred to as
the “Closing
Date”, and the Closing will for all purposes be deemed effective as of
12:01 a.m., New York City time, on the Closing Date.

     

    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES OF HOLDER

     

    As of the
date hereof and as of the Closing Date, Holder represents and warrants to Issuer
as follows:

     

    Section
2.1.     Ownership of Exchanged
Warrants and Exchanged Notes Holder
is the sole record and beneficial owner of the Exchanged Warrants and Exchanged
Notes. Neither the Exchanged Warrants nor the Exchanged Notes are not subject to
any encumbrances, other than those contained in the Exchanged Warrants or
Exchanged Notes , as applicable, or under applicable federal and state
securities laws, and Holder has not granted any rights to purchase the Exchanged
Warrants or Exchanged Notes to any other person or entity. Holder has the sole
right to transfer the Exchanged Warrants and Exchanged Notes to
Issuer.

     

    Section
2.2.     Organization of
Holder Holder
is duly formed, validly existing and in good standing under the laws of its
jurisdiction of organization and has all necessary power and authority to
conduct its business in the manner in which its business is currently being
conducted.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Section
2.3.     Authority;
Non-Contravention

     

    (a)           Holder
has all requisite power and authority to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly and validly
authorized, executed and delivered by Holder and constitutes the valid and
legally binding obligation of Holder, enforceable in accordance with its terms
and conditions, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium or similar laws relating to or affecting creditors’ rights generally
and to general principles of equity.

     

    (b)           The
execution, delivery and performance of this Agreement by Holder and the
consummation of the transactions contemplated hereby will not (i) conflict
with or result in a material breach or violation of any of the terms or
provisions of, impose any lien, charge or encumbrance upon any material property
or assets of Holder, or constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement, license or other material agreement or
instrument to which Holder is a party or by which Holder is bound or to which
any of the material property or assets of Holder is subject, (ii) result in
any violation of the provisions of the governing instruments of Holder or
(iii) result in any violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
Holder or any of its properties or assets, except where such violation will not,
individually or in the aggregate, have a material adverse effect on the
condition (financial or otherwise), results of operations, stockholders’ equity,
properties or business of Issuer and its subsidiaries taken as a
whole.

     

    (c)           No
consent, approval, authorization or order of, or filing or registration with,
any court or governmental agency or body having jurisdiction over Holder or any
of its properties or assets is required for the execution, delivery and
performance of this Agreement by Holder or the consummation of the transactions
contemplated hereby.

     

    Section
2.4.     Restrictive
Legend Holder
acknowledges that the Common Stock to be issued and exchanged by Issuer to
Holder hereunder has not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available in the opinion of counsel
reasonably acceptable to Issuer.  Holder acknowledges that the
certificate representing the Common Stock to be issued and exchanged by Issuer
to Holder hereunder will bear the following legend:

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER
SAID ACT IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO ISSUER.

     

    Section
2.5.     Accredited
Investor. Holder is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D under the Securities Act.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Section
2.6.     Investment Intent.
The Common Stock to be issued and exchanged by Issuer to Holder is being
acquired for the Holder’s own account for investment purposes only, not as a
nominee or agent and not with a view to the resale or distribution of any part
thereof, and Holder has no present intention of selling, granting any
participation in or otherwise distributing the same. By executing this
Agreement, Holder further represents that Holder does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or third person with respect to any of the Common
Stock to be issued and exchanged by Issuer to Holder.

    


    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF ISSUER

     

    As of the
date hereof and as of the Closing Date, Issuer represents and warrants to Holder
as follows:

     

    Section
3.1.     Organization of
Issuer Issuer
has been duly incorporated and is validly existing and in good standing as a
corporation under the laws of its jurisdiction of incorporation, with all
corporate power and authority necessary to conduct the business in which it is
engaged and Issuer is duly qualified or licensed to do business and in good
standing as a foreign corporation in each jurisdiction in which its ownership or
lease of its properties or assets or the conduct of its businesses requires such
qualification or license, except where the failure to be so qualified or be so
licensed or in good standing would not, individually or in the aggregate, have a
material adverse effect on the condition (financial or otherwise), results of
operations, stockholders’ equity, properties or business of Issuer and its
subsidiaries taken as a whole.

     

    Section
3.2.     Duly Issued
Shares The
shares of Common Stock to be issued and exchanged by Issuer to Holder hereunder
have been duly authorized and, upon delivery in accordance with this Agreement,
(a) will be validly issued, fully paid and non-assessable, and (b) will not be
subject to any encumbrances, other than those imposed by Holder or under
applicable federal and state securities laws.

     

    Section
3.3.     Authority;
Non-Contravention


     

    (a)           Issuer
has all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement. This Agreement has been duly and validly
(i) authorized by Issuer, including by the special committee of the Issuer’s
board of directors, and (ii) executed and delivered by Issuer. This Agreement
constitutes the valid and legally binding obligation of Issuer, enforceable in
accordance with its terms and conditions, subject to bankruptcy, insolvency,
fraudulent transfer, moratorium or similar laws relating to or affecting
creditors’ rights generally and to general principles of equity.

     

    (b)           The
execution, delivery and performance of this Agreement by Issuer and the
consummation of the transactions contemplated hereby will not (i) conflict
with or result in a material breach or violation of any of the terms or
provisions of, impose any lien, charge or encumbrance upon any material property
or assets of Issuer, or constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement, license or other material agreement or
instrument to which Issuer or any of its subsidiaries is a party or by which
Issuer or any of its subsidiaries is bound or to which any of the material
property or assets of Issuer or any of its subsidiaries is subject,
(ii) result in any violation of the provisions of the governing instruments
of Issuer or any of its subsidiaries or (iii) result in any violation of
any statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over Issuer or any of its properties or assets,
except where such violation will not, individually or in the aggregate, have a
material adverse effect on the condition (financial or otherwise), results of
operations, stockholders’ equity, properties or business of Issuer and its
subsidiaries taken as a whole.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (c)           No
consent, approval, authorization or order of, or filing or registration with,
any court or governmental agency or body having jurisdiction over Issuer or any
of its subsidiaries or any of their properties or assets is required for the
execution, delivery and performance of this Agreement by Issuer or the
consummation of the transactions contemplated hereby.

     

    (d)           The
issuance of the shares of Common Stock by Issuer to Holder pursuant to this
Agreement does not require registration under the Securities Act.

     

    (e)           Issuer
(i) understands and acknowledges that Michael Venezia and two other designees
were appointed to the Issuer’s board of directors at the request of Holder
pursuant to Section 2.16 of the Purchase Agreement, (ii) is aware that as a
result of this arrangement Holder is a considered a director by deputization of
the Issuer, and (iii) intends for the transactions contemplated by this
Agreement to qualify for the exemption under Rule 16b-3 of the Exchange Act
related to transactions between an issuer and its directors.

     

    ARTICLE
IV

    CLOSING
CONDITIONS

     

    Section
4.1.     Holder Conditions to
Closing. The obligation of Holder to effect the Closing and consummate
the transactions contemplated by this Agreement is subject to satisfaction or
waiver on or prior to the Closing Date of the following conditions:

     

    (a)           Issuer
will deliver to Holder or such other person as directed by Holder certificates
representing the shares of Common Stock for exchange of the Exchanged Warrants
and Exchange Notes in accordance with Section 1.1;

     

    (b)           the
representations and warranties of Issuer set forth in Article III will be
true and correct in all material respects as of the Closing Date, it being
understood that, for purposes of determining the accuracy of representations and
warranties for the purpose of this Section 4.1(b), all
material adverse effect and materiality qualifications contained in such
representations and warranties will be disregarded;

     

    (c)           Issuer
will have performed or complied with, in all material respects, its covenants
and agreements contained in this Agreement that are required to be performed or
complied with on or prior to the Closing Date;

     

    (d)           Issuer
will have delivered to Holder a certificate executed as of the Closing Date by
an executive officer of Issuer to the effect that the conditions set forth in
Sections 4.1(b)
and (c) are
satisfied;

     

    (e)           there
will not be any judgment, order, decree, stipulation, injunction or charge, or
applicable law in any jurisdiction material to Issuer or Holder, in each case,
issued by any court of competent jurisdiction or any other governmental entity
in effect preventing consummation of the transactions contemplated by this
Agreement;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (f)           the
financing transactions contemplated by that certain term sheet, dated as of May
7, 2010, between Issuer and Sovereign Bank will have been
consummated;

     

    (g)          Cadence
will have agreed to the refinancing of the First Lien Term Loan (as defined in
the Term Sheet) as described in that certain Term Sheet, dated as of August 31,
2010 (the “Term
Sheet”), between Issuer and Lampe Conway;

     

    (h)          Cadence
will have entered into an agreement with Issuer for the exchange of the Cadence
Warrant and Cadence Note on terms substantially similar to those contained in
this Agreement; and

     

    (i)           all
potential tax matters related to the transactions contemplated by this Agreement
or the Term Sheet will have been resolved to the reasonable satisfaction of
Holder.

     

    Section
4.2.     Issuer Conditions to
Closing. The obligation of Issuer to effect the Closing and consummate
the transactions contemplated by this Agreement is subject to satisfaction or
waiver on or prior to the Closing Date of the following conditions:

     

    (a)           Holder
will deliver to Issuer certificates representing the Exchanged Warrants and
Exchanged Notes held by Holder, for exchange of the shares of Common Stock in
accordance with Section 1.1.

     

    (b)           the
representations and warranties of Holder set forth in Article II will be
true and correct in all material respects as of the Closing Date, it being
understood that, for purposes of determining the accuracy of representations and
warranties for the purpose of this Section 4.2(b), all
material adverse effect and materiality qualifications contained in such
representations and warranties will be disregarded;

     

    (c)           Holder
will have performed or complied with, in all material respects, its covenants
and agreements contained in this Agreement that are required to be performed or
complied with on or prior to the Closing Date;

     

    (d)          Holder
will have delivered to Issuer a certificate executed as of the Closing Date by
an executive officer of Holder to the effect that the conditions set forth in
Sections 4.2(b)
and (c) are
satisfied;

     

    (e)           there
will not be any judgment, order, decree, stipulation, injunction or charge, or
applicable law in any jurisdiction material to Issuer or Holder, in each case,
issued by any court of competent jurisdiction or any other governmental entity
in effect preventing consummation of the transactions contemplated by this
Agreement;

     

    (f)           the
financing transactions contemplated by that certain term sheet dated as of May
7, 2010, between Issuer and Sovereign Bank will have been consummated;
and


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (g)           the
refinancing of the First Lien Term Loan (as defined in the Term Sheet) as
described in the Term Sheet will have been consummated with Holder, Lampe Conway
and Cadence.

    


    ARTICLE
V

    TERMINATION

     

    Section
5.1.     Termination This
Agreement may be terminated at any time before the Closing Date:

     

    (a)           by
mutual written agreement of Issuer and Holder; or

     

    (b)           by
written notice of either Issuer or Holder, if the transactions contemplated by
this Agreement have not been consummated on or prior to September 15, 2010 (such
date, the “Outside
Date”); provided, however, that the
right to terminate this Agreement under this Section 5.1(b) will
not be available to any party whose failure to fulfill any obligation under this
Agreement has been the principal cause of, or the principal factor resulting in,
the failure of the Closing to occur on or before the Outside Date.

     

    Section
5.2.     Effect of
Termination If this
Agreement is terminated by either Issuer or Holder pursuant to Section 5.1,
this Agreement will forthwith become void, and there will be no further
obligations with respect to the transactions contemplated by this Agreement on
the part of Issuer or Holder or their respective stockholders, directors,
officers, employees, agents or representatives; provided, however, that nothing
in this Section 5.2 will
relieve any party hereunder from liability for any breach of this Agreement;
provided further, that this
Section 5.2 and
Article VI of
this Agreement will survive any termination of this Agreement.

     

    ARTICLE
VI

    GENERAL
PROVISIONS

     

    Section
6.1.     Employment
Agreements.  Not later than thirty (30) days after the Closing
Date, all employment agreements entered into by Issuer will be modified such
that all of the employment agreements have uniform incentive dates and annual
renewal terms that coincide with the calendar year-end.

     

    Section
6.2.     General Each of
the parties will use commercially reasonable efforts to take or cause to be
taken all actions and to do or cause to be done, as soon as possible, all things
necessary, proper or advisable (subject to any applicable laws) to consummate
the Closing and the other transactions contemplated by this Agreement. In the
event that at any time after the Closing Date any further action is reasonably
necessary to carry out the purposes of this Agreement, each of the parties will
take such further action (including the execution and delivery of such further
instruments and documents) as the other party may reasonably request, at the
sole cost and expense of the requesting party.

     

    Section
6.3.     Survival.  (a)
The representations and warranties contained in Articles II and III will survive the
Closing and continue in full force and effect indefinitely, and (b) any
covenants or agreements contained in this Agreement, which by their terms have
any remaining obligation to be performed or observed following the occurrence of
the Closing will survive and continue in full force and effect until fully
performed or observed in accordance with their terms.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Section
6.4.     Registration Rights.
The shares of Common Stock to be issued by Issuer to Holder hereunder shall be
(a) entitled to registration rights and all other rights as applicable to such
shares in accordance with that certain Registration Rights Agreement, dated as
of February 8, 2008 (as the same may be amended, modified or supplemented in
accordance with is terms, the “Registration Rights
Agreement”), between Issuer and Holder, and (b) deemed to be Registrable
Shares (as defined in the Registration Rights Agreement) for all purposes under
the Registration Rights Agreement.

     

    Section
6.5.     Notices Any
notice, request, instruction or other communication to be given hereunder will
be in writing and delivered personally or sent by reputable, overnight courier
service (charges prepaid), or by facsimile, according to the instructions set
forth below. Such notices will be deemed given (a) at the time delivered by
hand, if personally delivered, (b) on the day of delivery if during normal
business hours (or on the following business day if not sent during normal
business hours), if sent by reputable, overnight courier service, and (c) at the
time when confirmation of successful transmission is received by the sending
facsimile machine, if sent by facsimile.  Such notices, demands and
other communications will be sent to Issuer and Holder, as the case may be at
the addresses indicated below:

     

    if to
Issuer:

     

    Access to
Money, Inc.

    1101
Kings Highway, STE G100

    Cherry
Hill, New Jersey 08034

    Facsimile:  (856)
414-9075

    Attention:
Michael Dolan, CFO

     

    with a
copy to (which will not constitute notice to Issuer):

     

    Fox
Rothschild LLP

    997 Lenox
Drive

    Lawrenceville,
NJ 08648

    Facsimile:  (609)
896-1469                                                                           

    Attention:  Vincent
A. Vietti, Esq.

     

    if to
Holder:

     

    LC
Capital Master Fund, Ltd.

    c/o
Lampe, Conway & Co., LLC

    680 5th
Avenue, 12th Floor

    New York,
NY 10019

    Facsimile:  (212)
581-8999

    Attention:  Michael
Venezia


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    with a
copy to (which will not constitute notice to Holder):

     

    Jenner
& Block LLP

    919 Third
Avenue

    New York,
NY 10022

    Facsimile:  (212)
909-0820                                                                           

    Attention:  Tobias
L. Knapp

    


    Section
6.6.     Counterparts This
Agreement may be executed in any number of counterparts and each of such
counterparts will for all purposes be deemed to be an original, and all such
counterparts will together constitute but one and the same
instrument.  Facsimiles or other electronic copies of signatures will
be deemed to be originals.

     

    Section
6.7.     Governing Law This
Agreement will be deemed to be a contract made under the laws of the State of
New York and for all purposes will be governed by and construed in accordance
with the internal laws of said State.  The parties hereto irrevocably
consent to the jurisdiction of the state and federal courts sitting in the City
of New York in connection with any action, suit or proceeding arising out of or
relating to this Agreement.

     

    Section
6.8.     Entire Agreement This
Agreement constitutes the entire agreement of Issuer and Holder with respect to
the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, between Issuer and Holder with respect to the subject
matter hereof.

     

    Section
6.9.     Amendment and
Waiver This
Agreement may be amended, modified or supplemented, and any of the provisions
hereof may be waived, provided that the same are in writing and signed by Issuer
and Holder.

     

    Section
6.10.   Assignment.  Neither
this Agreement nor any of the rights, interests or obligations provided by this
Agreement will be assigned by either party (whether by operation of law or
otherwise) without the prior written consent of the other
party.  Subject to the preceding sentence, this Agreement will be
binding upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns.

     

    [Signature
page follows]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Issuer and Holder have caused this Agreement to be signed, all
as of the date first written above.

     

    
      
        	 	
                ACCESS
      TO MONEY, INC.

              
	 	 
      	 
      
	 	
                By

              	
                /s/ Michael Dolan

              
	 	
                Name:  

              	
                Michael Dolan

              
	 	
                Title:

              	
                CFO

              
	 	 
      
	 	
                LC
      CAPITAL MASTER FUND, LTD.

              
	 	 
      	 
      
	 	
                By

              	
                /s/ Richard F. Conway

              
	 	
                Name:

              	
                Richard F. Conway

              
	 	
                Title:

              	
                Director

              


      

    

    


    [Signature Page to Warrant Exchange
Agreement]