REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, PAYMENTS, INC., a corporation organized under the laws of the State of New York (“Borrower”), promises to pay to the order of MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State Bank organized under the laws f the State of New York (the “Lender”), the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Principal Sum”), or such lesser amount equal to the Lender’s Revolving Credit Pro Rata Share (as that term is defined in the “Financing Agreement” defined below) of the Revolving Credit Facility (as that term is defined in the Financing Agreement) or so much thereof as has been or may be advanced and/or readvanced to or for the account of the Borrower pursuant to the terms and conditions of the Financing Agreement, together with interest thereon at the rate or rates hereinafter provided, in accordance with the following:

Commencing as of the date hereof and continuing until repayment in full of all sums due hereunder, the unpaid Principal Sum shall bear interest at the Applicable Interest Rate or the Post-Default Rate (both as defined in the Financing Agreement) in effect from time to time for the Revolving Loan (as defined in the Financing Agreement). The Applicable Interest Rate shall be determined in the manner provided in the Financing Agreement.

The unpaid Principal Sum, together with interest thereon at the rate or rates provided above, shall be payable as follows:

(a)    Interest only on the unpaid Principal Sum shall be due and payable at the times provided in Section 2.3.5 (Payment of Interest) of the Financing Agreement; and

(b)    Unless sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid thereon, shall be due and payable in full on the Revolving Credit Expiration Date (as that term is defined in the Financing Agreement).

The fact that the balance hereunder may be reduced to zero from time to time pursuant to the Financing Agreement will not affect the continuing validity of this Note or the Financing Agreement, and the balance may be increased to the Principal Sum after any such reduction to zero.

Upon the occurrence of an Event of Default (as hereinafter defined), the unpaid Principal Sum shall bear interest thereafter at the Post-Default Rate until such Event of Default is cured.

If the Borrower shall fail to make any payment under the terms of this Note (other than a payment due at maturity) within five (5) days after the date such payment is due, the Borrower shall pay to the Lender on demand a late charge equal to five percent (5%) of the delinquent amount.

All payments made on account of this Note shall be applied in the manner provided in the Financing Agreement. All payments on account of this Note shall be paid in lawful money of the United States of America in immediately available funds during regular business hours of Manufacturers and Traders Trust Company, a New York State Bank (the “Agent” under the Financing Agreement), at the Agent’s office at 25 South Charles Street, Baltimore, Maryland 21201, or at such other times and places as the Agent may at any time and from time to time designate in writing to the Borrower.

The Borrower may prepay the Principal Sum at the times and in the manner provided in the Financing Agreement.

This Note is a “Revolving Credit Note” described in a Financing and Security Agreement dated December __, 2004 (as amended, modified, restated, substituted, extended and renewed at any time and from time to time, the “Financing Agreement”), by and among the Borrower, the Agent, the Lender, and the other Lenders under the Financing Agreement. The indebtedness evidenced by this Note is included within the meaning of the term “Obligations” as defined in the Financing Agreement. The term “Financing Documents” as used in this Note shall have the meaning set forth in the Financing Agreement. All terms used in this Note which are not otherwise defined herein shall have the meaning set forth in the Financing Agreement.

This Note is secured as provided in the Financing Agreement.

The occurrence of any one or more of the following events shall constitute an event of default (individually, an “Event of Default” and collectively, the “Events of Default”) under the terms of this Note:

(a)    The failure of the Borrower to pay to the Lender when due any and all amounts payable by the Borrower to the Lender under the terms of this Note; or

(b)    The occurrence of an Event of Default (as that term is defined in the Financing Agreement).

Upon the occurrence of an Event of Default, at the option of the Lender, all amounts payable by the Borrower to the Lender under the terms of this Note shall immediately become due and payable by the Borrower to the Lender without notice to the Borrower or any other person, and the Lender shall have all of the rights, powers, and remedies available under the terms of this Note, any of the other Financing Documents and all applicable laws. The Borrower and all endorsers, guarantors, and other parties who may now or in the future be primarily or secondarily liable for the payment of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand, notice of protest, notice of demand an