AMENDMENT

                                                                    Exhibit 10.3



                                    AMENDMENT

         THIS   AMENDMENT is made and entered into this 28th day of December,
2006 by and between   MONEY CENTERS OF AMERICA, INC., a Delaware corporation
("Borrower"), and MERCANTILE CAPITAL, L.P. ("Lender").



                                   BACKGROUND

         Borrower and Lender are parties to (a) the Amended and Restated Loan
and Security Agreement, dated as of October 24, 2003 (as amended, supplemented,
extended or otherwise modified from time to time, the "MCA Loan Agreement")
pursuant to which Lender agreed to make loans to Borrower subject to the terms
and conditions contained therein, and (b) the Loan and Security Agreement, dated
as of November 23, 2003 (as amended, supplemented, extended or otherwise
modified from time to time, the "iGames Loan Agreement" and, together with the
MCA Loan Agreement, collectively, the "Loan Agreements") pursuant to which
Lender agreed to make loans to Borrower (successor-by-merger to iGames
Entertainment, Inc., a Nevada corporation) subject to the terms and conditions
contained therein;

         Debtor has requested that (i) Lender consent to Borrower entering into
the Junior Loan Agreement (as defined in the Baena Subordination Agreement
defined below) pursuant to which Baena Advisors, LLC ("Junior Creditor") will
finance the Required Payments (as defined below) and certain working capital
needs of Borrower; (ii) Lender agree to extend the maturity date of the
Remaining Loan (as defined below); (iii) Lender agree to amend certain other
provisions of the MCA Loan Agreement; and (iv) Lender agree to terminate the
iGames Loan Agreement. Lender is willing to consent and agree to the foregoing,
but only on the terms and subject to the conditions set forth herein.

         NOW THEREFORE, in consideration of the promises herein contained, and
each intending to be legally bound hereby, the parties agree as follows:

1. Definitions. Capitalized terms used herein, and not otherwise defined herein,
shall have the meanings assigned to them in the MCA Loan Agreement.

2. Acknowledgment of Obligations.
         (a) Borrower acknowledges and agrees that:
(i) Borrower is unconditionally liable to Lender under the Loan Agreements for
the payment of the principal amount of all loans (as described in clause (ii)
below), plus all accrued and unpaid interest, plus all costs and expenses
incurred by Lender, including attorneys' fees and expenses, and all other
Obligations (as separately defined in each of the Loan Agreements), and Borrower
has no defenses, counterclaims, deductions, credits, claims or rights of setoff
or recoupment with respect to the Obligations; and

(ii) as of December 28, 2006, the aggregate outstanding principal balance of (A)
the loans under the MCA Loan Agreement is $4,581,334.87, and (B) the loans
under the iGames Loan Agreement is $2,119,650.83.
         (b) Borrower ratifies and confirms its Obligations under the Loan
Agreements and acknowledges and agrees that each of the Loan Agreements and the
other Loan Documents (as separately defined in each of the Loan Agreements)
remain in full force and effect (subject to Section 3(a)(iii) below).

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3. Modifications to Loan Agreements and Pledge Agreement. All of the following
modifications to the Loan Agreements and the Pledge Agreements (as defined
below) are effective as of the Effective Date (as defined below):
        (a) Contemporaneously with the Effective Date:
(i) Borrower shall (y) pay in full the outstanding principal balance of the
loans under the iGames Loan Agreement, plus all accrued and unpaid interest
thereon, and (z) pay a portion of the outstanding principal balance of the loans
under the MCA Loan Agreement, plus all accrued and unpaid interest thereon
through January 1, 2007 (the payments described in the preceding clauses (y) and
(z), collectively, the "Required Payments"), in each case, with the proceeds of
the loan made by Junior Creditor under the Junior Loan Agreement such that,
after giving effect to the Required Payments, the outstanding principal balance
under the iGames Loan Agreement will be zero and the outstanding principal
balance under the MCA Loan Agreement will be $2,525,000 (inclusive of $25,000 of
the Amendment Fee described below) (the "Remaining Loan"). The outstanding
principal balance of the Remaining Loan, together with any accrued and unpaid
interest and any unpaid costs and expenses and other Obligations, shall be due
and payable in full in cash on December 31, 2008 (the "Loan Maturity Date").
Interest shall accrue on the Remaining Loan and the other Obligations at a fixed
rate of 12.75% per annum (subject to application of the Default Rate if and when
applicable) calculated on the basis of a 360-day year, counting the actual
number of days elapsed, and shall be payable on the first day of each month
commencing on February 1, 2007 and continuing on the same day of each month
thereafter until all Obligations are paid in full in cash.

(ii) The Remaining Loan will be further evidenced by the Amended and Restated
Promissory Note described below, which note shall not constitute a novation or
extinguishment of the indebtedness evidenced by any prior note in favor of
Lender. All references to the "Revolving Loan Note" or the "Amended and Restate
Revolving Loan Note" contained in the Loan Documents shall be deemed to mean the
Amended and Restated Promissory Note described below.

(iii) The iGames Loan Agreement will be terminated, except that Borrower's
indemnification obligations and grant of a security interest in the collateral
described therein will survive such termination, it being agreed that such
collateral shall continue to secure the Obligations.

For avoidance of doubt, following the Effective Date, except for the Remaining
Loan, no Loans or other extensions of credit will be made available under the
MCA Loan Agreement.
        (b) Notwithstanding anything to the contrary contained in
Section 2.5 of the MCA Loan Agreement, Borrower shall not be required to pay the
annual facility fee described in such section.
        (c) The parties agree that, with respect to Lender's direct control
arrangements in effect as of the date hereof in respect of substantially all of
Borrower's existing lockboxes, deposit accounts and securities accounts, in lieu
of Lender maintaining such direct control (subject to clause (iii) below), such
control will be maintained by Junior Creditor for itself and as collateral agent
for Lender following the transition of such control arrangements to Junior
Creditor (as described below). In connection with the foregoing, the parties
further agree as follows:

(i) With respect to each lockbox, deposit account and securities account that is
subject to a control agreement in favor of Lender as of the date hereof, so long
as no Event of Default has occurred and is continuing, Lender shall cooperate
with Borrower and Junior Creditor, at Borrower's expense, in an effort to
provide Borrower with prompt access to funds received in or credited to such
lockbox, deposit account or securities account and shall execute and deliver, at
Borrower's expense, such additional documents, in form and substance reasonably
satisfactory to Lender, as may be reasonably necessary to provide Borrower with
such access or to effect the transition of direct control over such accounts as
described in this paragraph 3(c). Borrower shall have sole responsibility for
the transition of such control arrangements to Junior Creditor and agrees that
if such transition is not fully implemented by February 15, 2007, then Borrower
shall pay to Lender, in advance, on such date and on the first day of each month
thereafter commencing March 1, 2007, until such transition is fully implemented,
a non-refundable monthly account administration fee of $2,500. Such transition
will be deemed to be fully implemented when (i) Junior Creditor, for itself and
as collateral agent for Lender, has entered into a control agreement, in form
and substance reasonably satisfactory to Senior Creditor, with respect to each
and every existing deposit account and securities account of Borrower (other
than the Excluded Accounts as defined in Section 3(b) of the Baena Subordination
Agreement), and (ii) Lender is no longer required to remit collections to
Borrower.

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(ii) Borrower agrees to enter into and to use commercially reasonable efforts to
cause Junior Creditor, for itself and as collateral agent for Lender, and each
applicable depository institution to enter a control agreement, in form and
substance reasonably satisfactory to Lender, as promptly as practicable after
the date hereof, with respect to each and every deposit account and securities
account of Borrower in existence as of the Effective Date (other than the
Excluded Accounts) (it being agreed that Borrower may terminate its existing
lockbox arrangements if consented to by Junior Creditor), and to use
commercially reasonable efforts to cause Junior Creditor to continue at all
times to hold control of each such deposit account and securities account for
itself and as collateral agent for Lender (and contemporaneously with Junior
Creditor entering into any such control agreement with respect to any such
account, so long as no Event of Default has occurred and is continuing, Lender
shall cooperate with Junior Creditor, at Borrower's expense, to terminate any
control agreement in favor of Lender in effect as of the Effective Date with
respect to such account); provided, however, that if Junior Creditor enters into
a control agreement with respect to any Excluded Account (or lockbox) or any
deposit account or securities account of Borrower not in existence as of the
Effective Date, then Borrower shall ensure that Junior Creditor holds at all
times control of such account (or lockbox) for itself and as collateral agent
for Lender. Borrower represents and warrants to Lender that, as of the Effective
Date, all lockboxes, deposit accounts and securities accounts of Borrower (other
than the Excluded Accounts) are subject to control agreements in favor of
Lender. If Borrower proposes to establish any lockbox, deposit account or
securities account after the Effective Date, Borrower shall provide Lender with
prompt written notice of the same and Borrower shall ensure that Lender's
security interest is perfected via a control agreement, in form and substance
reasonably satisfactory to Lender, in favor of Junior Creditor, for itself and
as collateral agent for Lender, contemporaneously with the establishment of such
lockbox or account and at all times thereafter.

(iii) Nothing contained in this Section shall impair or otherwise limit Lender's
right to perfect and, following the occurrence and during the continuance of an
Event of Default, enforce directly its Lien in the deposit accounts and
securities accounts of Debtor. If required by Lender, Borrower shall take any
and all actions required by Lender to accomplish the foregoing.

(iv) For avoidance of doubt, this Section supersedes Section 4.3 of the MCA Loan
Agreement.

        (d) Section 4.2 of the MCA Loan Agreement is amended by inserting the
words "Upon an Event of Default," before the word "Borrower" in the first line
thereof.

        (e) Section 4.8 of the MCA Loan Agreement is deleted in its entirety.

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        (f) Section 7.1.1 of the MCA Loan Agreement is amended to require that
all monthly, quarterly and annual financial statements submitted to Lender be
accompanied by an officer's certificate in form and content acceptable to
Lender. In addition, without duplication of items required to be delivered to
Lender under Section 7.1.1 of the MCA Loan Agreement, (i) no later than the time
provided to Junior Creditor, Borrower shall deliver to Lender copies of any
financial, collateral or business condition reports, and copies of any and all
notices of any kind, provided by Borrower to Junior Creditor (except that, in
lieu of delivering to Lender copies of daily or weekly borrowing base
certificates provided to Junior Creditor, Borrower shall deliver to Lender, on a
monthly basis by the end of the first week of each month, a borrowing base
summary with respect to the prior month, in form and substance satisfactory to
Lender), and (ii) immediately upon receipt, Borrower shall deliver to Lender a
copy of any and all notices of any default or event of default provided by
Junior Creditor to Borrower.

        (g) The following Sections of the MCA Loan Agreement are amended by
deleting the existing wording thereof and replacing the same with the word
"[Reserved]": 7.1.1(f), 7.1.1(g), 7.1.5, 7.1.7 and 7.2.3.

        (h) Notwithstanding anything to the contrary contained in Section 7.2.2
of the MCA Loan Agreement, Lender consents to the Liens of Junior Creditor on
the Collateral granted under the Junior Creditor Documents (as defined in the
Baena Subordination Agreement) and securing the Junior Creditor Obligations (as
defined in the Baena Subordination Agreement) so long as such Liens remain
subject to the Baena Subordination Agreement.
(i) Section 7 of the MCA Loan Agreement is amended by adding a new
Section 7.2.7, which shall read as follows:

         "7.2.7. (a) Engage in any sale, transfer, lease, license or other
          disposition, outside of the ordinary course of business, of any of its
         property;

         (b) Acquire all or a material portion of the equity or assets of any
         Person in any transaction or in any series of related transactions;

          (c) Incur or become liable for any Debt other than the Obligations, the
         Junior Creditor Obligations (as defined in the Baena Subordination
         Agreement), unsecured Debt to finance vault cash needs in the ordinary
         course of business, unsecured Debt to Christopher M. Wolfington
         (including, without limitation, in respect of deferred compensation),
         and trade payables incurred in the ordinary course of business and paid
         within customary trade terms;

         (d) (i) Make any payment or prepayment in respect of the Junior
         Creditor Obligations other than payments of interest and loan fees if
         and to the extent expressly permitted under the Baena Subordination
         Agreement, or amend or otherwise modify any of the Junior Creditor
         Documents (as defined in the Baena Subordination Agreement) other than
         amendments and modifications that are expressly permitted under the
         Baena Subordination Agreement; or (ii) make any payment or prepayment
         in respect of any Debt to Christopher M. Wolfington, except that
         Borrower may make regularly scheduled, non-default interest payments
         (at a reasonable rate of interest) in respect of such Debt so long as
          no Event of Default or event which, with the passage of time, the
         giving of notice or both, would constitute an Event of Default, exists;

         (e) Become or be liable, directly or indirectly, primarily or
         secondarily, in any manner, whether as guarantor, surety, accommodation
         maker, or otherwise, for the indebtedness or other obligations of any
         Person