Exhibit
10.3

      


      EXECUTION
VERSION

      


      AMENDED
AND RESTATED 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

      


      THE
LENDERS PARTY HERETO

      


      and

      


      LAMPE,
CONWAY & CO., LLC

      as
Administrative Agent and Collateral Agent

      


      Dated
as of September 3, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      
        
          
            	
                    1.

                  	
                    DEFINITIONS
      AND CONSTRUCTION

                  	
                    2

                  
	 
      	 
      	 
      
	 
      	
                    1.1

                  	
                    Definitions

                  	
                    2

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.2

                  	
                    Accounting
      Terms and Determinations

                  	
                    12

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.3

                  	
                    UCC

                  	
                    12

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.4

                  	
                    Construction

                  	
                    12

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.5

                  	
                    Schedules
      and Exhibits

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.6

                  	
                    Obligor’s
      Knowledge

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	
                    2.

                  	
                    THE
      LOAN

                  	
                    13

                  
	 
      	 
      	 
      
	 
      	
                    2.1

                  	
                    The
      Loan

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	 
      	
                    2.2

                  	
                    Notes

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	 
      	
                    2.3

                  	
                    Issuance
      of Warrant

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	
                    3.

                  	
                    USE
      OF SENIOR LOAN PROCEEDS

                  	
                    13

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    INTEREST
      RATE

                  	
                    14

                  
	 
      	 
      	 
      
	 
      	
                    4.1

                  	
                    Interest
      Rate

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    4.2

                  	
                    Default
      Rate

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    4.3

                  	
                    Post
      Judgment Interest

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    4.4

                  	
                    Calculations

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    4.5

                  	
                    Limitation
      of Interest to Maximum Lawful Rate

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	
                    5.

                  	
                    PAYMENTS
      AND FEES

                  	
                    14

                  
	 
      	 
      	 
      
	 
      	
                    5.1

                  	
                    Principal
      and Interest Payments

                  	
                    14

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.2

                  	
                    Intentionally
      Omitted

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.3

                  	
                    Late
      Charge

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.4

                  	
                    Prepayment
      of Loan

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.5

                  	
                    Payment
      Method and Application

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.6

                  	
                    Reinstatement
      of Obligations

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.7

                  	
                    Maintenance
      of Loan Account; Statements of Obligations

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.8

                  	
                    Loss
      of Margin

                  	
                    16

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.9

                  	
                    Savings
      Clause

                  	
                    16

                  


          

        

      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    6.

                  	
                    TAXES

                  	
                    17

                  
	 
      	 
      	 
      
	 
      	
                    6.1

                  	
                    Payment
      of Taxes

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.2

                  	
                    Payment
      of Other Taxes

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.3

                  	
                    Receipt
      of Payment

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.4

                  	
                    Survival

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	
                    7.

                  	
                    SECURITY;
      COLLECTION OF RECEIVABLES AND PROCEEDS OF COLLATERAL

                  	
                    18

                  
	 
      	 
      	 
      
	 
      	
                    7.1

                  	
                    Personal
      Property

                  	
                    18

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.2

                  	
                    Negotiable
      Collateral

                  	
                    19

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.3

                  	
                    Surety

                  	
                    19

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.4

                  	
                    General

                  	
                    19

                  
	 
      	 
      	 
      	 
      
	 
      	
                    7.5

                  	
                    Collection
      of Accounts; Proceeds of Collateral

                  	
                    20

                  
	 
      	 
      	 
      	 
      
	
                    8.

                  	
                    REPRESENTATIONS
      AND WARRANTIES

                  	
                    20

                  
	 
      	 
      	 
      
	 
      	
                    8.1

                  	
                    Valid
      Organization, Good Standing and Qualification

                  	
                    20

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.2

                  	
                    Licenses

                  	
                    20

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.3

                  	
                    Financial
      Statements

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.4

                  	
                    No
      Material Adverse Change in Financial Condition

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.5

                  	
                    Pending
      Litigation or Proceedings

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.6

                  	
                    Due
      Authorization; No Legal Restrictions

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.7

                  	
                    Enforceability

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.8

                  	
                    No
      Default Under Other Obligations, Orders or Governmental
      Regulations

                  	
                    21

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.9

                  	
                    Governmental
      Consents

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.10

                  	
                    Taxes

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.11

                  	
                    Title
      to Collateral

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.12

                  	
                    Names
      and Addresses

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.13

                  	
                    Current
      Compliance

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.14

                  	
                    United
      States Pension and Benefit Plans

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.15

                  	
                    Leases
      and Contracts

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.16

                  	
                    Intellectual
      Property

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.17

                  	
                    Business
      Interruptions

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.18

                  	
                    Affiliate
      Transactions

                  	
                    23

                  


          

        

      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	
                    8.19

                  	
                    Property
      of Obligors

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.20

                  	
                    Inventory
      Records

                  	
                    24

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.21

                  	
                    FEIN

                  	
                    24

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.22

                  	
                    Solvency

                  	
                    24

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.23

                  	
                    Subordinated
      Indebtedness

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.24

                  	
                    Inventory
      Locations

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.25

                  	
                    Investment
      Company Act; Public Utility Holding Company Act

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.26

                  	
                    Employee
      Relations

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.27

                  	
                    Investment
      Property

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.28

                  	
                    Common
      Enterprise

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.29

                  	
                    Insurance

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.30

                  	
                    Commercial
      Tort Claims

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.31

                  	
                    Accuracy
      of Representations and Warranties

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    8.32

                  	
                    Nature
      of Business

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	
                    9.

                  	
                    AFFIRMATIVE
      COVENANTS

                  	
                    26

                  
	 
      	 
      	 
      
	 
      	
                    9.1

                  	
                    Payment
      of Principal, Interest and Other Amounts Due

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.2

                  	
                    Claims
      for Labor and Materials

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.3

                  	
                    Existence;
      Approvals; Qualification;  Compliance with Laws

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.4

                  	
                    Maintenance
      of Properties

                  	
                    26

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.5

                  	
                    Intellectual
      Property

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.6

                  	
                    Insurance

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.7

                  	
                    Inspections;
      Examinations

                  	
                    28

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.8

                  	
                    Pension
      Plans

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.9

                  	
                    Bank
      Accounts

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.10

                  	
                    Maintenance
      of Management

                  	
                    29

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.11

                  	
                    Transactions
      with Affiliates

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.12

                  	
                    Additional
      Documents and Future Actions

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.13

                  	
                    Title
      to Equipment

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.14

                  	
                    Taxes

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.15

                  	
                    Leases

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.16

                  	
                    Notices

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.17

                  	
                    Assignment
      of Claims Act

                  	
                    31

                  


          

        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    9.18

                  	
                    Commercial
      Tort Claims

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.19

                  	
                    Instruments;
      Promissory Notes

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.20

                  	
                    Future
      Leases

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.21

                  	
                    Transfer
      of Letter of Credit

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	
                    10.

                  	
                    NEGATIVE
      COVENANTS

                  	
                    32

                  
	 
      	 
      	 
      
	 
      	
                    10.1

                  	
                    Limitation
      on Sale and Leaseback

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.2

                  	
                    Limitation
      on Indebtedness

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.3

                  	
                    Loans

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.4

                  	
                    Investments

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.5

                  	
                    Guaranties

                  	
                    32

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.6

                  	
                    Disposition
      of Assets

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.7

                  	
                    Merger;
      Consolidation; Business Acquisitions; Subsidiaries

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.8

                  	
                    Liens

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.9

                  	
                    Letters
      of Credit

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.10

                  	
                    Insurance

                  	
                    33

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.11

                  	
                    Default
      Under Other Indebtedness

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.12

                  	
                    Transactions
      with Affiliates

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.13

                  	
                    Name
      or Chief Executive Address Change

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.14

                  	
                    Change
      in Location of Collateral

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.15

                  	
                    Material
      Adverse Contracts

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.16

                  	
                    Restrictions
      on Use of Proceeds

                  	
                    34

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.17

                  	
                    Subordinated
      Indebtedness

                  	
                    35

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.18

                  	
                    Prepayments;
      Amendments and License Agreements

                  	
                    35

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.19

                  	
                    Prohibited
      Transactions Under ERISA

                  	
                    35

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.20

                  	
                    Licenses

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.21

                  	
                    Trademark
      and Tradename Licenses

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.22

                  	
                    Equipment
      Becoming Fixture

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.23

                  	
                    Capital
      Expenditures

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.24

                  	
                    Distributions;
      Stock Redemptions

                  	
                    36

                  
	 
      	 
      	 
      	 
      
	 
      	
                    10.25

                  	
                    Change
      in Business

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	
                    11.

                  	
                    FINANCIAL
      COVENANTS

                  	
                    37

                  


          

        

      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    11.1

                  	
                    Minimum
      Liquidity

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	 
      	
                    11.2

                  	
                    Fixed
      Charge Coverage Ratio

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	 
      	
                    11.3

                  	
                    Funded
      Debt to EBITDA Ratio

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	
                    12.

                  	
                    ACCOUNTING
      RECORDS, REPORTS AND FINANCIAL STATEMENTS

                  	
                    37

                  
	 
      	 
      	 
      
	 
      	
                    12.1

                  	
                    Annual
      Statements

                  	
                    37

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.2

                  	
                    Projections
      and Cash Flow

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.3

                  	
                    Quarterly
      Statements

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.4

                  	
                    Tax
      Returns

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.5

                  	
                    Audit
      Reports

                  	
                    38

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.6

                  	
                    Reports
      to Governmental Agencies and Other Creditors

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.7

                  	
                    Requested
      Information

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.8

                  	
                    Compliance
      Certificates

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	 
      	
                    12.9

                  	
                    Accountant’s
      Certificate

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	
                    13.

                  	
                    CONDITIONS
      PRECEDENT TO CLOSING

                  	
                    39

                  
	 
      	 
      	 
      
	 
      	
                    13.1

                  	
                    Searches

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.2

                  	
                    UCC-1
      Filings

                  	
                    39

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.3

                  	
                    Executed
      Loan Documents

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.4

                  	
                    Authorizing
      Resolutions

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.5

                  	
                    Governing
      Documents

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.6

                  	
                    Material
      Agreements

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.7

                  	
                    Good
      Standing Certificates

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.8

                  	
                    Insurance

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.9

                  	
                    Opinions
      of Counsel

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.10

                  	
                    Tax
      Returns

                  	
                    40

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.11

                  	
                    Licenses,
      Approvals, Etc

                  	
                    41

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.12

                  	
                    No
      Material Adverse Change

                  	
                    41

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.13

                  	
                    Fees

                  	
                    41

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.14

                  	
                    Subordination

                  	
                    41

                  
	 
      	 
      	 
      	 
      
	 
      	
                    13.15

                  	
                    Other
      Documents

                  	
                    41

                  
	 
      	 
      	 
      	 
      
	
                    14.

                  	
                    DEFAULT
      AND REMEDIES

                  	
                    41

                  
	 
      	 
      	 
      
	 
      	
                    14.1

                  	
                    Events
      of Default

                  	
                    41

                  


          

        

      


      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    14.2

                  	
                    Remedies

                  	
                    43

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.3

                  	
                    Application
      of Proceeds

                  	
                    44

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.4

                  	
                    Sale
      or Other Disposition of Collateral

                  	
                    44

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.5

                  	
                    Actions
      With Respect to Accounts

                  	
                    45

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.6

                  	
                    Set-Off

                  	
                    47

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.7

                  	
                    Turnover
      of Property Held by the Collateral Agent

                  	
                    47

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.8

                  	
                    Delay
      or Omission Not Waiver

                  	
                    48

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.9

                  	
                    Remedies
      Cumulative

                  	
                    48

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.10

                  	
                    Consents,
      Approvals and Discretion

                  	
                    48

                  
	 
      	 
      	 
      	 
      
	 
      	
                    14.11

                  	
                    Certain
      Fees, Costs, Expense Expenditures

                  	
                    48

                  
	 
      	 
      	 
      	 
      
	
                    15.

                  	
                    INDEMNIFICATION

                  	
                    50

                  
	 
      	 
      	 
      
	
                    16.

                  	
                    COMMUNICATIONS
      AND NOTICES

                  	
                    50

                  
	 
      	 
      	 
      
	
                    17.

                  	
                    WAIVERS

                  	
                    51

                  
	 
      	 
      	 
      
	 
      	
                    17.1

                  	
                    Waivers

                  	
                    51

                  
	 
      	 
      	 
      	 
      
	 
      	
                    17.2

                  	
                    Forbearance

                  	
                    52

                  
	 
      	 
      	 
      	 
      
	 
      	
                    17.3

                  	
                    Limitation
      on Liability

                  	
                    52

                  
	 
      	 
      	 
      	 
      
	 
      	
                    17.4

                  	
                    Waiver
      of Subrogation

                  	
                    52

                  
	 
      	 
      	 
      	 
      
	
                    18.

                  	
                    SUBMISSION
      TO JURISDICTION

                  	
                    53

                  
	 
      	 
      	 
      
	
                    19.

                  	
                    THE
      ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  	
                    53

                  
	 
      	 
      	 
      
	
                    20.

                  	
                    NO
      PREJUDICE OR WAIVER; REAFFIRMATION

                  	
                    55

                  
	 
      	 
      	 
      
	 
      	
                    20.1

                  	
                    No
      Prejudice or Waiver

                  	
                    55

                  
	 
      	 
      	 
      	 
      
	 
      	
                    20.2

                  	
                    Acknowledgments
      and Reaffirmations

                  	
                    55

                  
	 
      	 
      	 
      	 
      
	
                    21.

                  	
                    MISCELLANEOUS

                  	
                    55

                  
	 
      	 
      	 
      
	 
      	
                    21.1

                  	
                    Brokers

                  	
                    55

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.2

                  	
                    Use
      of the Lenders’ Names

                  	
                    55

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.3

                  	
                    No
      Joint Venture

                  	
                    56

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.4

                  	
                    Survival

                  	
                    56

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.5

                  	
                    No
      Assignment

                  	
                    56

                  


          

        

      


      
        
           


        

        
          -vi-

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	
                    21.6

                  	
                    Assignment
      or Sale by the Lenders

                  	
                    56

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.7

                  	
                    Publicity

                  	
                    56

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.8

                  	
                    Injunctive
      Relief

                  	
                    56

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.9

                  	
                    Time
      is of the Essence

                  	
                    57

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.10

                  	
                    All
      Powers Coupled With Interest

                  	
                    57

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.11

                  	
                    Disclosure
      and Disclaimer Regarding Power of Attorney

                  	
                    57

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.12

                  	
                    Binding
      Effect

                  	
                    57

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.13

                  	
                    Severability

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.14

                  	
                    No
      Third Party Beneficiaries

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.15

                  	
                    Modifications

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.16

                  	
                    Holidays

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.17

                  	
                    Law
      Governing

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.18

                  	
                    Integration

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.19

                  	
                    Exhibits
      and Schedules

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.20

                  	
                    Headings

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.21

                  	
                    Counterparts;
      Facsimile Signatures

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.22

                  	
                    Joint
      and Several

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.23

                  	
                    Limitation
      on Damages

                  	
                    58

                  
	 
      	 
      	 
      	 
      
	 
      	
                    21.24

                  	
                    Waiver
      of Right to Trial by Jury

                  	
                    59

                  


          

        

      


      
        
           


        

        
          -vii-

          
            

          

        

        
           


        

      


      AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT

       

      THIS AMENDED AND
RESTATED LOAN AND
SECURITY AGREEMENT is made effective as of September 3, 2010 by and among
ACCESS TO MONEY, INC., a
Delaware corporation (f/k/a TRM Corporation, an Oregon 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”); LAMPE, CONWAY & CO., LLC,
as administrative agent (in such capacity, the “Administrative Agent”) and as
collateral agent (in such capacity, the “Collateral Agent”) and the
lenders (as defined in Section 1).

       

      WHEREAS, on April 18,
2008, the Borrower issued and sold to LC Capital Master Fund, Ltd. (“LC Capital”), and LC Capital
purchased from the Borrower, notes in an aggregate principal amount of
$11,000,000 due April 18, 2011 (the “Existing Notes”) all upon the terms and
subject to the conditions set forth in that certain Securities Purchase
Agreement dated April 18, 2008 by and among the Borrower, Administrative
Agent, Collateral Agent and the LC Capital Master Fund, Ltd. (the “Original Purchase
Agreement”);

       

      WHEREAS, in accordance with
that certain Original Purchase Agreement, the Borrower, certain subsidiaries of
the Borrower and the Collateral Agent entered into that certain Guarantee and
Collateral Agreement dated April 18, 2008 (the “Original Security
Agreement”);

       

      WHEREAS, on May 30, 2008,
LC Capital irrevocably sold and assigned to Cadence Special Holdings II, LLC
(“Assignee”), and
Assignee purchased from LC Capital, 10% of LC Capital’s rights and obligations
as a purchaser under the Original Purchase Agreement upon the terms and subject
to the conditions set forth in that certain Assignment and Assumption Agreement
dated May 30, 2008 by and between LC Capital and Assignee (the “Assignment
Agreement”);

       

      WHEREAS, Borrower and
Sovereign Bank (the “Senior
Lender”) are entering into that certain Loan and Security Agreement dated
on or about the date hereof, (as amended, restated, supplemented, modified,
renamed, extended or refinanced from time to time in accordance with its
provisions, the “Senior Loan
Agreement”) which provides a term loan facility to the Borrower in the
principal amount of $5,500,000.00 (the “Senior Term
Loan”);

       

      WHEREAS, in accordance with
the Senior Loan Agreement, the Borrower has agreed to use proceeds of the Senior
Term Loan to repay to the Lenders a portion of the principal amount outstanding
on the Existing Notes;

       

      WHEREAS, the Borrower has
requested that the Lenders permit the Borrower to secure all of the Borrower’s
obligations under the Senior Loan Agreement and its related loan documents by
granting the Senior Lender a first priority security interest in substantially
all of the Borrower’s assets;

       

      WHEREAS, the Lenders and
Borrower wish to amend and restate the Original Purchase Agreement and Original
Security Agreement in their entirety to become effective on and as of the date
hereof in order to reflect such modified terms; and


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS, on the date hereof,
the Borrower and the Lenders desire to amend and restate the Existing Notes as
set forth herein and the Borrower desires to issue to the Lenders new notes (the
“Notes”) reflecting such
modified terms.

       

      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 that the Original Purchase Agreement and the Original Security Agreement
are hereby amended and restated in full as set forth below:

       

      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.

       

      Additional
Percentage means (i) 0.00% on and after the Closing Date but prior to the
first anniversary of the Closing Date (ii) 0.25% on and after the first
anniversary of the Closing Date but prior to the second anniversary of the
Closing Date; (iii) 1.00% on and after the date of the second anniversary of the
Closing Date but prior to the third anniversary of the Closing Date; (iv) 2.50%
on and after the third anniversary of the Closing Date but prior to the fourth
anniversary of the Closing Date or (v) 5.00% on and after the fourth anniversary
of the Closing Date.

       

      Administrative
Agent shall have the meaning assigned to such term in the
Preamble.

       

      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 Amended and Restated Loan Agreement, as the same may be amended,
restated, supplemented or otherwise modified from time to time.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      Applicable Cash
Percentage shall mean, for any day, with respect to any Loan, 7.00% per
annum.

       

      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.

       

      Applicable PIK
Percentage shall mean, for any day, with respect to any Loan, 10.00% per
annum.

       

      Assignment
Agreement shall have the meaning
assigned to such term in the Recitals.

       

      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.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


      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 the Issuer 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

       

      (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.

       

      Collateral
Agent shall have the meaning set forth in the Preamble.

       

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

       

      Common
Stock shall mean the Borrower’s Common Stock, no par value per
share.

       

      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 the Administrative Agent and the Lenders, as required under Section 12.8.

       

      Control
Agreement means any control or similar agreements entered into from time
to time, in form and substance satisfactory to the Required Lenders, pursuant to
which the Collateral Agent, for the benefit of the Secured Parties, obtains
“control” (as defined in the UCC) over operating, main disbursement, investment,
cash management, deposit and similar accounts of any Obligor.

       

      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.


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      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).

       

      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.

       

      Existing Notes
shall have the meaning assigned to such term in the
Recitals.


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


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

       

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

       

      Exchange
Agreements means those certain Exchange Agreements, dated on or about the
date hereof, by and between the Borrower and each of the Lenders.

       

      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 the Loan and 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.


      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      


      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 Payment
Dates means
(a) April 18 and October 18 of each year, commencing as of the
date of the Original Purchase Agreement, provided if any such
day is not a Business Day, such Interest Payment Date shall be extended to the
next succeeding Business Day and interest shall accrue for each day of such
extension and (b) the date of any payment of principal in accordance with
this Agreement.


      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      


      Interest
Period means a period commencing on an Interest Payment Date and ending
on the next succeeding Interest Payment Date determined under clause (a) of the
definition thereof; provided that no
Interest Period with respect to any portion of the Loan shall extend beyond the
Maturity Date.  Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest
Period.

       

      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,
as such Schedule 8.24
may be amended from time to time pursuant to Section 10.14.

       

      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.

       

      LC Capital
shall have the meaning assigned to such term in the
Recitals.

       

      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.

       

      Lender
or Lenders
shall mean, as the context requires, LC Capital Master Fund, Ltd. and
Cadence Special Holdings II, LLC, and their permitted successors and
assigns.

       

      Lender
Expenses has the meaning set forth in Section 14.11.

       

      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 has
the meaning set forth in Section 2.2.


      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      


      Loan
Account has the meaning set forth in Section 5.8.

       

      Loan
Documents means this Agreement, the Notes, the Subordination Agreements,
the Surety Agreement, 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.

       

      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 the
Administrative Agent 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 the Administrative
Agent in good faith, of any Obligor’s ability to perform its obligations under
the Loan Documents to which it is a party or of the Lenders’, Administrative
Agent’s or Collateral Agent’s ability to enforce the Obligations of the Loan
Documents or to realize upon the Collateral, (c) a material adverse effect,
as determined by the Administrative Agent or Collateral Agent in good faith, on
the value of the Collateral or the amount that the Collateral Agent (for the
ratable benefit of the Secured Parties) 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 the
Administrative Agent or the Collateral Agent in good faith, of the priority of
the Liens in favor of the Collateral Agent with respect to the
Collateral.

       

      Maturity
Date means October 3, 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).

       

      Notes
shall have the meaning assigned to such term in the
Recitals.


      
        
           


        

        
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      Obligations
means the Loan, debts, principal, interest (including any PIK interest and any
interest that, but for the provisions of the Bankruptcy Code, would have
accrued), indebtedness arising from any letters of credit issued by the Lenders,
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 Lender 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 the Lenders, the Administrative Agent
and the Collateral Agent of any kind and
description (whether pursuant to or evidenced by the Loan Documents or pursuant
to any other agreement between any Lender, the Administrative Agent or the
Collateral Agent 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
any Lender, the Collateral Agent or the Administrative Agent may have obtained
by assignment or otherwise, and further including all interest not paid when due
and all Lender 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.

       

      Original Loan
Amount shall have the meaning assigned to such term in Section
2.1.

       

      Original Purchase
Agreement shall have the meaning assigned to such term in the
Recitals.

       

      Original Security
Agreement shall have the meaning assigned to such term in the
Recitals.

       

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

       

      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.

       

      PIK shall
have the meaning set forth in Section
4.1.

       

      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.


      
        
           


        

        
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      Related
Parties shall mean, with respect to any specified person, such person’s
Affiliates and the respective directors, trustees, officers, employees, agents
and advisors of such person and such person’s Affiliates.

       

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

       

      Required Lenders
shall mean, at any time, Lenders having Notes representing more
than 50% of the sum of all Notes at such time.

       

      Secured Parties
has the meaning set forth in Section 19.

       

      Senior Loan
Agreement shall have the meaning assigned to such term in the
Recitals.

       

      Senior
Lender shall
have the meaning assigned to such term in the Recitals.

       

      Senior Term Loan
shall have the meaning assigned to such term in the
Recitals.

       

      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 the Required Lenders, and in each such case any renewals,
modifications or amendments thereof which are approved in writing by the
Required Lenders to the extent required by the Subordination Agreement relating
to such Indebtedness.

       

      Subordination
Agreements shall mean, collectively, (a) that certain Subordination
Agreement of even date herewith from Douglas Falcone in favor of the Collateral
Agent and (b) that certain Intercreditor and Subordination Agreement of even
date herewith from Lampe, Conway & Co., LLC to Senior
Lender.


      
        
           


        

        
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      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.

       

      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.

       

      Warrants
means the warrants issued pursuant to the Original Purchase Agreement by the
Company to each Lender, as subsequently amended, modified or
exchanged.

       

      Warrant
Shares means shares of the Borrower’s Common Stock issued upon the
exercise or exchange of any Warrant.

       

      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 the Required Lenders (or the Administrative Agent acting at
the written direction of the Required Lenders).  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.


      
        
           


        

        
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      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 the Original Purchase Agreement and the
Assignment Agreement, the Borrower issued and sold to the Lenders, and the
Lenders purchased from the Company, the Exiting Notes at an aggregate purchase
price of $11,000,000 (as amended from time to time, the “Original Loan
Amount”).

       

      2.2           Notes On
the date hereof, the Borrower shall use a portion of proceeds of the Senior Loan
to repay to the Lenders a portion of Original Loan Amount whereby the Original
Loan Amount shall be reduced to an aggregate amount of $3,500,000 (the “Loan”).  The
Lenders agree to deliver their Existing Notes to the Borrower and, upon receipt
of such Existing Notes, the Borrower shall deliver the Notes, in form acceptable
to the Lenders, to the Lenders evidencing the face amount of the Loan
outstanding on the date hereof and extending the maturity date of the Notes to
the Maturity Date.  The Borrower and Lenders acknowledge and agree
that the Notes constitute “securities” for federal and state securities laws
purposes.

       

      2.3           Issuance of
Warrant

       

      (i)           Subject
to and upon the terms and conditions set forth in the Original Purchase
Agreement, the Borrower issued to the Lenders, Warrants to purchase 12,500,000
Warrant Shares in the aggregate.  Pursuant to the Exchange Agreements,
on or around the date hereof, the Borrower issued Warrant Shares to the
Lenders.

       

      (ii)          So
long as LC Capital holds an aggregate of 4,000,000 Warrant Shares, upon the
request of LC Capital from time to time, LC Capital shall be entitled to appoint
and the Borrower shall take all necessary corporate action to appoint to its
board of directors one designee selected by LC Capital.

       

      (iii)         So
long as LC Capital holds an aggregate of 7,000,000 Warrant Shares, upon the
request of LC Capital from time to time, LC Capital shall be entitled to appoint
and the Borrower shall take all necessary corporate action to appoint to its
board of directors three designees selected by LC Capital.

       

      3.           USE OF SENIOR LOAN
PROCEEDS The
Borrower shall use a portion of the proceeds of the Senior Loan to repay to the
Lenders a portion of Original Loan Amount as set forth in Section
2.2.


      
        
           


        

        
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      4.           INTEREST
RATE

       

      4.1           Interest
Rate

       

      (i)           From
the date of issuance of the Existing Notes until the date immediately prior to
the date hereof, the principal balance of the Loan shall bear interest at a rate
per annum equal to 13.00%.

       

      (ii)          From
and after the date hereof, (a)  the Loan shall bear interest at a rate per
annum equal to (a) for each Interest Period ending on an Interest Payment Date
on which the Borrower pays all accrued and unpaid interest on the Loans in cash,
the Applicable Cash Percentage plus the Additional
Percentage and (b) for each other Interest Period, the Applicable PIK Percentage
plus the Additional
Percentage.

       

      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 of three percent (3%) in excess of the
applicable interest rate calculated in accordance with Section 4.1
(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
Lenders 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 the Required Lenders 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 such
Lenders.  Any such crediting or refunding will not cure or waive any
Event of Default.  Borrower agrees 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 Interest
on each Loan shall be payable on the Interest Payment Date, at the Borrower’s
option (i) in cash or (ii) in kind (“PIK”) in
the form of additional Loans (valued at 100% of the face amount thereof, which
shall be rounded upward to the nearest $1.00); provided, however, that the
Borrower may not pay interest in cash except as permitted under the Senior Loan
Agreement.  To the extent not previously paid, the Loan shall be due
and payable on the Maturity Date together with accrued and unpaid cash interest
on the principal amount to be paid to but excluding the date of
payment.  The Borrower shall pay all such amount to the Lenders on the
Maturity Date or, if the Maturity Date is not a Business Day, on the next
preceding Business Day.


      
        
           


        

        
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      5.2           Intentionally
Omitted

       

      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 the Lenders, the
Administrative Agent or the Collateral Agent, as the case may be, 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 At
any time, Borrower may prepay all or any part of the principal balance of the
Loan plus accrued and unpaid PIK interest thereon, following delivery of not
less than thirty (30) days prior written notice to the
Lenders.  All prepayments will be applied to the regularly scheduled
payments in the inverse order in which they are due.

       

      5.5           Payment Method and
Application

       

      (i)           Application
of Payments.  All payments payable to Lenders shall be paid
directly to such Lender at the office identified by it or as otherwise directed
by such Lender in writing from time to time, and each such payment that is
payable to the Administrative Agent or the Collateral Agent shall be paid
directly to the Administrative Agent or Collateral Agent, as applicable, at
their respective offices identified to the Borrower in writing from time to
time.

       

      (ii)          Immediately
Available Funds.  All payments are to be made in immediately
available funds, except as paid in kind pursuant to and in accordance with Section 5.1.
If any Lender, the Administrative Agent or the Collateral Agent accepts payment
in any form other than in immediately available funds, 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 such Lender, the Administrative Agent or
the Collateral Agent.

       

      (iii)         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 any Lender on account of any of the Obligations may be applied to
costs, indemnities, fees, interest and principal constituting Obligations in
such order as such Lender, 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 The
Administrative Agent 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 each
Lender to Borrower, including, accrued interest, Lender Expenses, and any other
payment Obligations of Borrower.  The Administrative Agent shall
render monthly statements regarding the Loan Account to Borrower, including
principal, interest, fees, and including an itemization of all charges and
expenses constituting Lender Expenses owing, and such statements shall be
conclusively presumed to be correct and accurate, and shall constitute an
account stated between Borrower and the Lenders unless, within ten
(10) days after receipt thereof by Borrower, Borrower shall deliver to the
Administrative Agent written objection thereto describing the error or errors
contained in any such statements.


      
        
           


        

        
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      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
any Lender, the Administrative Agent or the Collateral Agent 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 such Lender 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 any Lender; or

       

      (iii)           imposes
upon any Lender 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 such Lender, reduce the income
receivable by or return on equity of such Lender or impose any expense upon such
Lender in each case related to any extensions of credit made by such Lender or
commitments by such Lender to extensions of credit under this Agreement, such
Lender shall so notify Borrower in writing.  Borrower agrees to pay
such Lender 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 such Lender 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 such Lender’s calculation of the amount (in determining such amount
such Lender 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.


      
        
           


        

        
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      6.           TAXES

       

      6.1           Payment of
Taxes Any
and all payments by Borrower to or for the account of the Lenders, the
Collateral Agent or the Administrative Agent 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 the Lenders, taxes imposed on its income, and franchise taxes imposed on
it, by the jurisdiction under the laws of which such Lender 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 any Lender, the
Administrative Agent or the Collateral Agent, (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) such
Lender, the Administrative Agent or the Collateral Agent 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 such
Lender, the Administrative Agent or the Collateral Agent the original or a
certified copy of the receipt evidencing payment thereof.

       

      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 each Lender and the Administrative Agent 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.


      
        
           


        

        
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      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, the
Obligors hereby grant to the Collateral Agent, and its successors and assigns,
for the ratable benefit of the Secured Parties, a second priority (subject only
to the first priority granted to the Senior Lender), 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.

       

      (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.


      
        
           


        

        
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      (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 the Collateral
Agent or owing by the Collateral Agent or in transit by mail or carrier to the
Collateral Agent or in the possession of any other Person acting on the
Collateral Agent’s behalf, without regard to whether the Collateral Agent
received the same in pledge, for safekeeping, as agent for collection or
otherwise, or whether the Collateral Agent has conditionally released the same,
and in all assets in which the Collateral Agent 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, the Obligors shall immediately endorse and deliver
physical possession of such Negotiable Collateral to the Collateral Agent, for
the ratable benefit of the Secured Parties, together with any stock powers
executed in blank as may be required by such Collateral Agent.

       

      7.3           Surety As
further security for the Obligations, Guarantors shall execute and deliver to
the Collateral Agent, for the ratable benefit of the Secured Parties, 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 Collateral Agent.

       

      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, the Lenders have no agreement or commitment outstanding under the
Loan Documents pursuant to which Lenders may extend credit to or on behalf of
Borrower and the Lenders have executed termination statements or releases with
respect thereto.  The Collateral Agent agrees to execute and deliver
to the Obligors, at the Obligors’ expense, termination statements and releases
with respect to all Liens in favor of the Collateral Agent encumbering the
Collateral with reasonable promptness after all Obligations have been fully and
finally paid and the Lenders have no agreement or commitment outstanding to
extend credit to or on behalf of Borrower.  IT IS THE EXPRESS INTENT OF THE
OBLIGORS 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 LENDERS.


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      


      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 by the Collateral Agent, for
the ratable benefit of the Secured Parties, and such items shall be the sole and
exclusive property of the Collateral Agent, for the ratable benefit of the
Secured Parties.  Upon the occurrence of an Event of Default, at the
request by the Required Lenders or Collateral Agent, immediately upon receipt
thereof, the Obligors and such other persons shall remit the same or cause the
same to be remitted, in kind, to the Collateral Agent, for the ratable benefit
of the Secured Parties.  Each Obligor shall deliver or cause to be
delivered to the Collateral Agent, with appropriate endorsement and assignment
to the Collateral Agent, for the ratable benefit of the Secured Parties, with
full recourse to the Obligors, all instruments, notes and chattel paper
constituting an account receivable or proceeds thereof or other
Collateral.  The Collateral Agent is granted a power of attorney by
the 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 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 each of the Lenders, the Administrative Agent and the Collateral
Agent  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.

       

      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.


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      


      8.3           Financial
Statements Obligors
have furnished to the Administrative Agent (to furnish to the Lenders) 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 the
Lenders and the Administrative Agent 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 the Collateral Agent, 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.

       

      8.7           Enforceability The
Loan Documents have been duly executed by the Obligors and delivered to the
Lenders, the Administrative Agent and the Collateral Agent 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.


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      


      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 the Collateral Agent and those Liens
permitted under Section 10.8.  Borrower
will defend the Collateral against any claims of all Persons or entities other
than the Collateral Agent.

       

      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 the
Collateral Agent and delivery to the Collateral Agent of any items requested by
the Collateral Agent to maintain perfection and priority of the Collateral
Agent’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.


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      


      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.

       

      8.19         Property of
Obligors

       

      (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.


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


      (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.

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 	 	
                                                    FEIN

                                                  	 	 	
                                                    STATE

                                                    ORGANIZATIONAL

                                                    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.


      
        
           


        

        
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      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 the Required Lenders (or the
Administrative Agent at the written direction of the Required Lenders) may
modify Schedule 8.24
to add new Inventory Locations by executing a written amendment to this
Agreement in form and content acceptable to the Required Lenders, 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 the Collateral Agent or the Senior Lender), and has not sold, granted any
option with respect to, assigned or transferred or otherwise disposed of any of
its rights or interest therein.

       

      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 the Lenders 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.


      
        
           


        

        
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      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 the Lenders and Administrative Agent, 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 the Required Lenders (or the Administrative Agent acting
at the written direction of the Required Lenders) 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.

       

      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.


      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

    

     

    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 the Collateral Agent 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 the Collateral Agent, (i) execute and
deliver to the Collateral Agent, for the ratable benefit of the Secured Parties,
assignments, financing statements, patent mortgages or such other documents, in
form and substance reasonably acceptable to the Collateral Agent, necessary to
perfect and maintain the Collateral Agent’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 the
Collateral Agent with evidence satisfactory to the Collateral Agent 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 the Collateral Agent, 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.

     

    (ii)          Endorsements,
Cancellation or Modification.  Each Obligor shall cause the
Collateral Agent 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 the Collateral
Agent 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 the Collateral Agent 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 the Administrative
Agent.  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, the Lenders, the
Administrative Agent or the Collateral Agent which might, absent such agreement,
result in a forfeiture of all or a part of such insurance
payment.


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    (iv)          Policies
and Evidence of Insurance.  Borrower shall cause to be
delivered to the Administrative Agent 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 the Collateral Agent and not to such Obligor and the
Collateral Agent jointly.  In the event of any loss, such Obligor will
give the Collateral Agent prompt notice thereof and the Collateral Agent may
make proof of loss whether the same is done by such Obligor.  The
Collateral Agent 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 the
Collateral Agent’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, the Collateral Agent, 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 the Collateral Agent 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 the Collateral Agent 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 the Collateral Agent 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 the Administrative Agent (to
deliver to the Lenders) 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 the Administrative Agent (for
disclosure to the Lenders) 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 the
Administrative Agent (to furnish to the Lenders) copies of reports or
examinations relating to such Obligor, whether made by such Obligor or
otherwise.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    The
officers or employees of the Administrative Agent or Collateral Agent, or such
Persons as the Collateral Agent or Administrative Agent may designate, may visit
and inspect any of the properties of Obligors, examine (either by the
Administrative Agent’s or Collateral Agent’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 the Administrative Agent or the Collateral Agent may
desire.  During normal business hours and upon reasonable notice, the
Lenders, the Administrative Agent or Collateral Agent 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 the Collateral Agent
and the Administrative Agent 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 the Administrative Agent 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 Senior
Lender, unless otherwise agreed to by the Required Lenders in
writing.  Such Obligor will notify the Lenders and Administrative
Agent 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 depository institutions.  In the event that
Sovereign Bank is no longer the lender under the Senior Term Loan (whether by
assignment, sale, transfer, refinancing or otherwise), each Obligor shall
promptly thereafter (but in any event within five Business Days), deliver a
Control Agreement for each operating, main disbursement, investment, cash
management, deposit and similar accounts maintained by such Obligor at Sovereign
Bank or any Affiliate thereof.  In addition, if any Obligor enters
into a control agreement (or similar agreement) with any Person (other than the
Collateral Agent) with respect to any operating, main disbursement, investment,
cash management deposit or similar accounts of such Obligor, such Obligor shall
concurrently deliver a Control Agreement with respect to such operating, main
disbursement, investment, cash management deposit or similar
accounts.

     

    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 the Required Lenders:


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Person

                    	 
      	
                      Position

                    
	 	 	 
	
                      Richard
      Stern

                    	 
      	
                      President
      and Chief Executive Officer

                    
	 	 	 
	
                      Michael
      Dolan

                    	 
      	
                      Chief
      Financial Officer

                    
	 	 	 
	
                      Douglas
      Falcone

                    	 
      	
                      Chief
      Operating
Officer

                    


            

          

        

      

    

    


    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 in writing by the Required Lenders (or the Administrative Agent
acting at the written direction of the Required Lenders).

     

    9.12         Additional Documents and
Future Actions Each
Obligor will, at its sole cost, (i) take such actions and provide the
Administrative Agent and the Collateral Agent from time to time with such
agreements, financing statements and additional instruments, documents or
information as the Administrative Agent or the Collateral Agent may in their
respective reasonable discretion deem necessary or advisable to perfect,
protect, maintain or enforce the Collateral Agent’s Lien in the Collateral, to
permit the Collateral Agent to protect or enforce its Lien in the Collateral, or
to carry out the terms of the Loan Documents, 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 the
Collateral Agent (for the ratable benefit of the Secured Parties) 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 the Administrative
Agent or the Collateral Agent may deem necessary or advisable in connection with
any Commercial Tort Claim.  Each Obligor hereby authorizes and
appoints the Collateral Agent as its attorney-in-fact, with full power of
substitution, to take such actions as the Required Lenders or the Collateral
Agent 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 the Collateral Agent 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 the
Collateral Agent 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 the Collateral Agent
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 the Collateral Agent’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 the Collateral Agent, for
the ratable benefit of the Lenders, the originals thereof.


    
      
         


      

      
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    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 the Administrative Agent, 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 the Administrative Agent with proof satisfactory
to the Administrative Agent indicating that the Obligors have made such payments
or deposits.

     

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

     

    9.16         Notices Borrower
will promptly notify the Administrative Agent and the Collateral
Agent 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 the Collateral Agent 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 the Collateral Agent
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 the
Collateral Agent 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
the Collateral Agent may
require.  Upon the request of the Collateral Agent, such Obligor shall
promptly execute all such documents, agreements, instruments and financing
statements as shall be required by the Collateral Agent to grant to the
Collateral Agent a perfected, second priority security interest in each such
Commercial Tort Claim (subject only to the first priority granted to the Senior
Lender).


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    9.19         Instruments; Promissory
Notes Each
Obligor will cause any instruments or notes received by or payable to such
Obligor to be delivered to the Collateral Agent appropriately endorsed to the
order of Collateral Agent, for the ratable benefit of the Secured
Parties.

     

    9.20         Future
Leases Each
Obligor will deliver to the Administrative Agent, 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 the Senior
Lender.

     

    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 the Required Lenders (or the Administrative Agent acting
at the written direction of the Required Lenders) shall otherwise consent in
writing, each Obligor shall comply with the following:

     

    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 the Lenders,
any Indebtedness for borrowed money, Capitalized Lease Obligations, or any
outstanding letters of credit, except for the Senior Term Loan, 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 the Required Lenders.

     

    10.3         Loans No
Obligor will make or have outstanding any loans or advances in the nature of
loans in excess of $300,000.00 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 Senior Term
Loan.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    


    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 the Required Lenders and (h) change its
fiscal year end.

     

    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
in favor of the Collateral Agent securing the Loan;

     

    (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 Senior Term Loan; and

     

    (v)           Liens
listed on Schedule 10.8
attached hereto.

     

    No
Obligor shall 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 the
Lenders.

     

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

     

    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 the Collateral
Agent is named as loss payee (with a lender’s loss payable
endorsement).  Borrower shall promptly notify the Collateral Agent
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 the Collateral
Agent.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    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
the Lenders and the Administrative Agent 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 the Required Lenders.  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.

     

    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 the Collateral Agent and
delivery to the Collateral Agent of any items requested by the Collateral Agent
to maintain perfection and priority of the Collateral Agent’s second priority
Lien in the Collateral (subject only to the first priority granted to the Senior
Lender) and access to such Obligor’s Books, including to the extent reasonably
required by the Collateral Agent, 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 the Collateral Agent and, provided that such Obligor complies
with all of the following conditions:

     

    (i)           The
Collateral Agent 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)          The
Collateral Agent receive evidence satisfactory to it 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.


    
      
         


      

      
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    10.17      Subordinated
Indebtedness The
Obligors (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 the Senior Lender will not be less than
$3,750,000.00 (exclusive of deposits held by Senior Lender as collateral for the
Obligations (as defined in the Senior Loan Agreement) other than the Senior Term
Loan) and Borrower’s 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 the Obligors from making in-kind payments on
its Subordinated Indebtedness in accordance with the documents entered into by
the Obligors in connection with such Subordinated Indebtedness. 

     

    10.18      Prepayments; Amendments and
License Agreements The
Obligors will not:

     

    (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;

     

    (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 the
Lenders, the Collateral Agent or the Administrative Agent; 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;


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


    (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.

     

    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 the Required Lenders (or the Administrative Agent
acting at the written direction of the Required Lenders) 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.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    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 the Required Lenders (or the Administrative
Agent acting at the written direction of the Required Lenders),  the
Obligors will comply with the following:

     

    11.1         Minimum
Liquidity The
Obligors will maintain a minimum liquidity of not less than $2,200,000 in cash
and cash equivalents deposited with the Senior Lender as of the Closing Date
and at all times thereafter; for the purposes of this covenant, any funds on
deposit with Senior Lender as collateral for Obligations (as defined in the
Senior Loan Agreement) other than the Senior Term Loan shall not be included for
compliance purposes.

     

    11.2         Fixed Charge Coverage
Ratio The
Obligors will maintain a Fixed Charge Coverage Ratio of not less than 1.125
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 2.20 to 1.00 as of September 30, 2010, and at
the end of each fiscal quarter thereafter.

     

    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 the Administrative Agent
(to deliver to the Lenders) 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 the Required Lenders 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.


    
      
         


      

      
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    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 the Administrative Agent (to
furnish to the Lenders) initial projections dated as of the date hereof
containing the information required by this Section.  The Obligors
represent and covenant 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 by 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.

     

    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.


    
      
         


      

      
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    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 the Required Lenders,
Administrative Agent or Collateral Agent 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.

     

    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
CLOSING The
obligation of the Lenders to consummate the transactions contemplated hereunder
is subject to the fulfillment, to the satisfaction of the Lenders, 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 the Lenders, the Administrative Agent and the
Collateral Agent.

     

    13.1         Searches The
Collateral Agent 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 The
Collateral Agent shall have received confirmation from a service organization
retained by the Collateral Agent to file financing
statements and fixture filings that such filings have been made in all relevant
jurisdictions.


    
      
         


      

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

     

    (i)           the
Notes;

     

    (ii)          the
Surety Agreement;

     

    (iii)         each
of the Subordination Agreements; and

     

    (iv)          any
and all other Loan Documents.

     

    13.4         Authorizing
Resolutions The
Lenders and Administrative Agent 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 The
Administrative Agent 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 The
Administrative Agent shall have received copies of all material agreements,
leases and other documents related to each Obligor.

     

    13.7        Good Standing
Certificates The
Administrative Agent 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 The
Collateral Agent 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 The
Lenders, Administrative Agent and Collateral Agent shall have received
opinions of the Obligors’ counsel in form and substance satisfactory to them,
which opinions include, without limitation, (i) the due authorization and valid
approval of the Exchange Agreements and the transactions contemplated thereunder
and (ii) the absence of any requirement of the Borrower to obtain shareholder
approval for the Exchange Agreements and the transactions contemplated
thereunder.

     

    13.10      Tax
Returns The
Administrative Agent 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.


    
      
         


      

      
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    13.11      Licenses, Approvals,
Etc The
Administrative Agent 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 the Lenders and/or
Administrative Agent.

     

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

     

    13.14      Subordination The
Administrative Agent 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 the Required Lenders.

     

    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, the Lenders do not thereby waive a breach of
any warranty or representation made by the Obligors hereunder or any agreement,
document, or instrument delivered to the Lenders, the Administrative Agent or
the Collateral Agent or otherwise referred to herein, and any claims and rights
of the Lenders resulting from any breach or misrepresentation by any Obligor are
specifically reserved by the Lenders.

     

    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 the Obligors to pay when due and payable or when declared due and
payable, any portion of the Obligations, whether of principal, interest
(including any PIK and 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;

     

    (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 the Lenders, Collateral Agent or Administrative Agent;

     

    (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;


    
      
         


      

      
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    (iv)          The
failure of any Obligor to pay or perform any other obligation to the Lenders,
the Administrative Agent or the Collateral Agent 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 $120,000.00 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;

     

    (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;


    
      
         


      

      
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    (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 any Obligor 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 the Administrative Agent pursuant hereto indicates that
the Obligors 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, the Required
Lenders (or the
Administrative Agent or Collateral Agent acting at the written direction of the
Required Lenders) may, at their election, without notice of their election and
without demand, do any one or more of the following, all of which are authorized
by the Obligors:

     

    (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 any Lender 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 the Lenders;


    
      
         


      

      
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    (iii)         Terminate
this Agreement and any of the other Loan Documents as to any future liability or
obligation of the Lenders, but without affecting the Lenders’s, Administrative
Agent’s or Collateral Agent’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
the Lenders, the Administrative Agent or the Collateral Agent 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 the Required Lenders 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.

     

    14.4         Sale or Other Disposition of
Collateral The
sale, lease or other disposition of the Collateral, or any part thereof, by the
Collateral Agent after an Event of Default may be for cash, credit or any
combination thereof, and the Collateral Agent (at the written direction of the
Required Lenders) 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.  The Collateral Agent 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 the Collateral Agent’s request, shall assemble the Collateral
consisting of Inventory and tangible assets and make such assets available to
the Collateral Agent at a place to be designated by the Collateral
Agent.  The Collateral Agent 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 the Collateral Agent may see fit.  With
respect to any Obligor’s owned or leased premises, each Obligor hereby grants
the Collateral Agent 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 the Collateral Agent’s rights or remedies
provided herein, at law, in equity, or otherwise.


    
      
         


      

      
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    Any
notice required to be given by the Collateral Agent of a sale, lease or other
disposition or other intended action by the Collateral Agent 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 the Collateral Agent 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 the Collateral Agent 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 the Collateral Agent 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
the Lenders’ Lien in the Collateral.  The Obligors agree that the
Collateral Agent 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 the
Collateral Agent 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 the Collateral Agent and applied to the indebtedness owed by such
purchaser to the Lenders.  If the purchaser fails to pay for any of
the Collateral, the Collateral Agent may resell the Collateral.

     

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

     

    The
Collateral Agent 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 the Collateral Agent’s benefit.

     

    The
Collateral Agent shall be under no obligation to marshal any assets in favor of
any Obligor or any other party or against or in payment of any or all of the
Obligations.

     

    14.5         Actions With Respect to
Accounts Each
Obligor hereby irrevocably makes, constitutes, and appoints the Collateral Agent
(and any of the Collateral Agent’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 names of the Collateral Agent, as the Collateral Agent may determine,
without notice to the Obligors and at the Obligors’ expense:


    
      
         


      

      
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    (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 the Collateral Agent and that the
Collateral Agent 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 the Collateral Agent 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 the Collateral Agent 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 the Collateral
Agent may:

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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    (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 the
Lenders’, Administrative Agent’s or Collateral Agent’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 the
Collateral Agent’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 the
Collateral Agent in the collection and enforcement of their Accounts and not to
hinder, delay or impede the Collateral Agent in its collection or enforcement of
said Accounts.

     

    14.6         Set-Off Without
limiting the rights of the Lenders or the Collateral Agent under Applicable Law,
the Obligors grant to the Collateral Agent for the ratable benefit of the
Secured Parties and agree that the Collateral Agent 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 any Lender’s,
Administrative Agent’s or the Collateral Agent’s possession in any capacity
whatsoever.  At any time and from time to time following the
occurrence of an Event of Default or Default, the Collateral Agent or
Administrative Agent 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 the Lenders, the Collateral
Agent or the Administrative Agent to or for the credit of any Obligor against
any or all of the Obligations.

     

    14.7         Turnover of Property Held by
the Collateral Agent The
Obligors irrevocably authorize any Affiliate of the Collateral Agent, unless
prohibited by Applicable Law, upon and following the occurrence of an Event of
Default or a Default, at the request of the Collateral Agent and without further
notice, to turn over to the Collateral Agent 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 the Secured Parties, 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 the Collateral Agent up
to the amount of the Obligations, and to pay or transfer such amount or property
to the Collateral Agent 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 any Lender, the Administrative Agent or
the Collateral Agent 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 the Lenders, the
Administrative Agent or the Collateral Agent.  No single, partial or
full exercise of any rights, remedies, powers and privileges by any Lender, the
Administrative Agent or the Collateral Agent shall preclude further or other
exercise thereof.  No course of dealing between any Lender, the
Administrative Agent or the Collateral Agent and any Obligor shall operate as or
be deemed to constitute a waiver of the Lenders, the Administrative Agent or the
Collateral Agent’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  the Lenders’ favor at law or in
equity.

     

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

     

    14.11      Certain Fees, Costs, Expense
Expenditures The
Obligors agree to pay on demand all cost and expenses of the Collateral Agent,
Administrative Agent and each Lender (collectively, the “Lender Expenses”), including
without limitation:

     

    (i)           all
costs, expenses and fees (including attorneys’ fees and other legal costs,
expenses and charges) incurred or paid by the Administrative Agent, Collateral
Agent and Lenders 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 the Administrative Agent’s,
Collateral Agent’s or Lenders’ 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 the Administrative Agent, Collateral Agent
and Lenders; (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 the
Administrative Agent, Collateral Agent or Lenders related to or involving the
Loan Documents, the transactions contemplated under the Loan Documents, the
Administrative Agent’s, Collateral Agent’s or Lenders’ relationship with the
Obligors, or any actions taken pursuant to the Loan Documents by the
Administrative Agent, Collateral Agent or Lenders;


    
      
         


      

      
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    (ii)          all
costs, expenses and fees incurred or paid by the Administrative Agent,
Collateral Agent and Lenders 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;

     

    (iii)         all
costs, expenses and fees incurred or paid by the Administrative Agent,
Collateral Agent and Lenders 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 the Administrative Agent,
Collateral Agent and Lenders to any warehouseman, landlord, lessor or owner of
any property at which any of the Collateral is located to enable the Lenders 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, the Required Lenders in their 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.


    
      
         


      

      
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    15.         INDEMNIFICATION The
Obligors agree to indemnify and hold harmless, the Administrative Agent, the
Collateral Agent, each Lender, their respective Affiliates and each of their
respective 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 any Obligor 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 the Lenders of any securities laws
or other laws and regulations concerning financial institutions.  Any
amount payable to the Lenders, Administrative Agent or Collateral Agent under this Section will
bear interest at the Default Rate from the due date until paid.

     

    The
Obligors’ obligations under this Section 15
shall survive termination of this Agreement and repayment of the
Obligations.

     

    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
Lenders:

    


    LC
Capital Master Fund, Ltd.

    680 Fifth
Street, Suite 1202,

    New York,
NY 10019

    Attention:  Richard
Conway


    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    


    With a
copy to:

    


    Milbank,
Tweed, Hadley & McCloy LLP

    601 South
Figueroa Street, 30th Floor

    Los
Angeles, CA 90017,

    Attention:  Melainie
K. Mansfield

    


    To
Administrative Agent or Collateral Agent:

    


    Lampe,
Conway & Co., LLC

    680 Fifth
Street, Suite 1202,

    New York,
NY 10019

    Attention:  Richard
Conway

    


    With a
copy to:

    


    Milbank,
Tweed, Hadley & McCloy LLP

    601 South
Figueroa Street, 30th Floor

    Los
Angeles, CA 90017,

    Attention:  Melainie
K. Mansfield

     

    17.        WAIVERS

     

    17.1       Waivers In
connection with any proceedings under the Loan Documents, including, without
limitation, any action by the Lenders, the Administrative Agent or the
Collateral Agent 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;

     

    (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;


    
      
         


      

      
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    (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 the Lenders, the Administrative Agent or the Collateral Agent
to pursue any third Person for payment of the Obligations or payment with
respect to any of the Collateral.

     

    17.2         Forbearance The
Required Lenders (or the Administrative Agent acting at the written direction of
the Required Lenders) 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 the Lenders, the Administrative Agent and
the Collateral Agent are 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.

     

    The
Lenders, the Administrative Agent and the Collateral Agent shall only be,
severally and not jointly, liable for any act or omission on their respective
part constituting gross negligence or willful misconduct.  In the
event any Obligor brings suit against the Lenders, the Administrative Agent or
the Collateral Agent in connection with the transactions contemplated hereunder
and any Lender, the Administrative Agent or the Collateral Agent is found not to
be liable, the Obligors will indemnify and hold such Lender, the Administrative
Agent or the Collateral Agent harmless from all costs and expenses, including
attorney’s fees, incurred by such Lender, the Administrative Agent or the
Collateral Agent in connection with such suit.  This Agreement is not
intended to obligate the Lenders, the Administrative Agent or the Collateral
Agent 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
the Required Lenders’ 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 the Lenders, the Administrative Agent or the Collateral
Agent  to serve legal process in any other manner permitted by law or
affect the right of the Lenders, the Administrative Agent or the Collateral
Agent to bring any action or proceeding against any Obligor or their property in
the courts of any other jurisdiction.

     

    19.          THE ADMINISTRATIVE
AGENT AND THE
COLLATERAL AGENT

     

    Each of
the Lenders hereby irrevocably appoints the Administrative Agent and the
Collateral Agent (for purposes of this Section 19, the Administrative Agent
and the Collateral Agent are referred to collectively as the “Agents”)  its
agent and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.  Without limiting the generality of the foregoing, the Agents
are hereby expressly authorized to execute any and all documents (including
releases) with respect to the Collateral and the rights of the (a) Lenders,
(b) the Administrative Agent, (c) the Collateral Agent, (d) the
beneficiaries of each indemnification obligation undertaken by any of Borrower
or any Guarantor and (e) the successors and assigns of each of the
foregoing (collectively, the “Secured
Parties”) with respect thereto, as contemplated by and in accordance with
the provisions of this Agreement and the Loan Documents.

     

    The
person serving as the Administrative Agent and/or the Collateral Agent hereunder
shall have the same rights and powers in its capacity as any Lender and may
exercise the same as though it were not an Agent, and such person and its
affiliates may provide debt financing, equity capital or other services
(including financial advisory services) to any of the Loan Parties (or any
person engaged in similar business as that engaged in by any of the Loan
Parties) as if such person was not performing the duties specified herein, and
may accept fees and other consideration from any of the Loan Parties for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.


    
      
         


      

      
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    Neither
Agent shall have any duties or obligations except those expressly set forth in
the Loan Documents.  Without limiting the generality of the foregoing,
(a) neither Agent shall be subject to any fiduciary or other implied
duties, regardless of whether an Event of Default has occurred and is
continuing, (b) neither Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that such Agent is instructed in writing to
exercise by the Required Lenders, and (c) except as expressly set forth in
the Loan Documents, neither Agent shall have any duty to disclose, nor shall it
be liable for the failure to disclose, any information relating to the Borrower
or any of the Subsidiaries that is communicated to or obtained by the person
serving as Administrative Agent and/or Collateral Agent or any of its Affiliates
in any capacity.  Neither Agent shall be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or willful
misconduct.  Neither Agent shall be deemed to have knowledge of any
Event of Default unless and until written notice thereof is given to such Agent
by the Borrower or a Lender, and neither Agent shall be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in any Loan Document, other
than to confirm receipt of items expressly required to be delivered to such
Agent.

     

    Each
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed
or sent by the proper person.  Each Agent may also rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper person, and shall not incur any liability for relying
thereon.  Each Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or
experts.

     

    Each
Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more sub-agents appointed by it.  Each Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers by or through their respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the Loan facility as well as activities as Agent.

     

    Subject
to the appointment and acceptance of a successor Agent as provided below, either
Agent may resign at any time by notifying the Lenders and the
Borrower.  Upon any such resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a
successor.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank.  Upon the acceptance of its appointment
as Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After an Agent’s resignation
hereunder, the provisions of this Section and Sections 14.11
and 15
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while acting as Agent.


    
      
         


      

      
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    Each
Lender acknowledges that it has, independently and without reliance upon the
Agents or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement or any other Loan Document, any related agreement or any
document furnished hereunder or thereunder.

     

    20.         NO PREJUDICE OR WAIVER;
REAFFIRMATION

     

    20.1         No Prejudice or
Waiver The
terms of this Agreement shall not operate as a waiver by the Administrative
Agent, Collateral Agent or the Lenders of, or otherwise prejudice the
Administrative Agent’s, Collateral Agent’s or the Lenders’ rights, remedies or
powers under the Loan Documents (including the Prior Purchase Agreement and the
Transaction Documents (as defined therein)) or under any Applicable
Law.  No terms or provisions of any Loan Document or Transaction
Document, except as amended in writing signed by the Required Lenders, are
waived, modified or changed by this Agreement, and the terms and provisions of
the Loan Documents and Transaction Documents shall continue in full force and
effect.

     

    20.2         Acknowledgments
and
Reaffirmations

     

    (i)           The
Borrower and the Guarantors hereby acknowledge and reaffirm all of their
obligations and duties under the Loan Documents as to all of the Loan as
evidenced by the Notes.

     

    (ii)           The
Borrower and the Guarantors hereby acknowledge and reaffirm that the Collateral
Agent has and shall continue to have valid, secured Liens in the Collateral, as
set forth in the Loan Documents as to all of the Loans evidenced by the
Notes.

     

    21.         MISCELLANEOUS

     

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

     

    21.2         Use of the Lenders’
Names The
Obligors shall not use the any name of the Lenders, the Administrative Agent or
the Collateral Agent or the name of any Affiliate of any Lender, the
Administrative Agent or the Collateral Agent 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.


    
      
         


      

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

     

    21.4         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 the Lenders, the Administrative Agent or the
Collateral Agent or on their behalf and the making by the Lenders of the loans or advances
to any Obligor.  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.

     

    21.5         No
Assignment The
Obligors may not assign any of their rights hereunder without the prior written
consent of the Required Lenders (or the Administrative Agent acting at the
written direction of the Required Lenders), which shall not be required to lend
hereunder except to Borrower as it presently exists.

     

    21.6         Assignment or Sale by the
Lenders Any
Lender 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 any Lender sells or assigns any portion of
the Loan, Obligors shall (a) execute and deliver to such Lender 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
such Lender such
amendments to the Loan Documents as such Lender may request to reflect
such sale or assignment.

     

    21.7         Publicity Obligors
agree that the Lenders 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.

     

    21.8         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
the Lenders, the Administrative Agent and the Collateral Agent shall be entitled to
injunctive relief to restrain such breach and require compliance with such
requirements.


    
      
         


      

      
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    21.9        
Time is of the
Essence Time
is of the essence in the Obligors’ performance of their obligations under the
Loan Documents.

     

    21.10      All Powers Coupled With
Interest All
powers of attorney and other authorizations granted to the Lenders, the
Administrative Agent and the Collateral Agent and any Persons
designated by any Lenders 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.

     

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

     

    (i)           The
Loan Documents contain provisions authorizing the Lenders, the Administrative
Agent, or the Collateral Agent 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 the Lenders 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, the Lenders, the
Administrative Agent or the Collateral Agent, in exercising any of its rights
under the Power of Attorney is not a fiduciary of the Obligors.  The
Lenders, the Administrative Agent and the Collateral Agent may exercise any of
their respective rights under the Power of Attorney for the sole benefit of the
Secured Parties, 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.

     

    (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.

     

    21.12      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.


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    


    21.13      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.

     

    21.14      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.

     

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

     

    21.16      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.

     

    21.17      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.

     

    21.18      Integration The
Loan Documents shall be construed as integrated and complementary of each other,
and as augmenting and not restricting the Lenders, the Administrative Agent or
the Collateral Agent’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.

     

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

     

    21.20      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.

     

    21.21      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.

     

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

      

    21.23      Limitation on
Damages The
Obligors and the Lenders, the Administrative Agent and the Collateral Agent 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.


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    


    21.24      Waiver of Right to Trial by
Jury THE OBLIGORS,
THE LENDERS, THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 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 THE
LENDERS, THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT 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, THE
LENDERS, THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 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, THE LENDERS, THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT 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.

     

    [Signature
Pages Follow]


    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    


    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

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              LENDERS:

                                                            
	 
	
                                                              LC CAPITAL MASTER FUND,
      LTD.

                                                            
	 	 
	
                                                              By:

                                                            	
                                                              /s/ Richard F. Conway

                                                            
	
                                                              Name/Title:

                                                            	
                                                              Richard F. Conway /
  Director

                                                            
	 
	
                                                              CADENCE
      SPECIAL HOLDINGS II, LLC

                                                            
	 	 
	
                                                              By:

                                                            	
                                                              /s/ Philip Broenniman

                                                            
	
                                                              Name/Title:

                                                            	
                                                              Philip Broenniman /

                                                            
	 
      	
                                                              Authorized Signatory

                                                            
	 
      
	
                                                              ADMINISTRATIVE
      AGENT:

                                                            
	 
	
                                                              LAMPE,
      CONWAY & CO., LLC

                                                            
	 	 
	
                                                              By:

                                                            	
                                                              /s/ Richard F. Conway

                                                            
	
                                                              Name/Title:

                                                            	
                                                              Richard F. Conway /

                                                            
	 
      	
                                                              Managing Member

                                                            
	 
      
	
                                                              COLLATERAL
      AGENT:

                                                            
	 
	
                                                              LAMPE,
      CONWAY & CO., LLC

                                                            
	 	 
	
                                                              By:  

                                                            	
                                                              /s/ Richard F. Conway

                                                            
	
                                                              Name/Title:  

                                                            	
                                                              Richard F. Conway /

                                                            
	 
      	
                                                              Managing
Member

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -61-