FNDS3000 CORP. SECOND AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS AND IN ACCORDANCE WITH THE PROVISIONS OF REGULATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

FNDS3000 CORP.

SECOND AMENDED AND RESTATED

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, FNDS3000 CORP. , a Delaware corporation (the “ Issuer ”), with its principal executive office located at 818 AIA North, Suite 201 Ponta Vedra Beach, Florida 32082 (the “ Principal Office ”), promises to pay to SHERINGTON HOLDINGS, LLC (“ Purchaser ”), or its registered assigns, in lawful money of the United States of America the principal sum of One Million Dollars ($1,000,000) , or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 10% per annum, simple interest, computed on the basis of a 360 day year consisting of twelve 30-day months (the “ Interest ”). All unpaid principal, together with any then unpaid and accrued Interest and other amounts payable hereunder, shall be due and payable on the earlier of: (i) the close of business on December 31, 2009, or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts become due and payable to Purchaser in accordance with the terms hereof (the earliest of such dates being hereinafter referred to as the “ Maturity Date ”). This Note is the “Note” issued pursuant to the Amended and Restated Note Purchase Agreement, dated as of December 1, 2008 (as amended, modified or supplemented, the “ Note Purchase Agreement ”) between the Issuer and the Purchaser.

The following is a statement of the rights of Purchaser and the conditions to which this Note is subject, and to which Purchaser, by the acceptance of this Note, agrees:

1. Definitions . As used in this Note, the following capitalized terms have the following meanings:

(a) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Atlanta, Georgia are authorized or obligated to close.

(b) “Common Stock” means the Issuer’s Common Stock, par value $0.001 per share.

(c) “ Event of Default ” has the meaning given in Section 4 hereof.

(d) “ Interest ” has the meaning given in the introductory paragraph hereof.

(e) “ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, operations, prospects or financial or other condition of the Issuer and its Subsidiaries, taken as a whole; (ii) the ability of the Issuer to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (iii) the rights and remedies of Purchaser under this Note, the other Transaction Documents or any related document, instrument or agreement.

(f) “ Material Agreement ” means any of the following agreements: (i) that certain Software License Agreement dated November 21, 2007 between World Processing Ltd. and the Issuer; (ii) that certain agreement dated May 29, 2008 among Mercantile Bank Limited, Symelation (PTY) Limited and the Issuer; (iii) that certain branding arrangement with the Issuer, FNDS TECH (PTY) LIMITED, and Mastercard Worldwide or its affiliate, pursuant to which the Issuer and FNDS TECH (PTY) LIMITED are authorized to issue debit cards in South Africa with the Mastercard brand; and (iv) any other agreement to which the Issuer or any of its Subsidiaries becomes a party after the date hereof, the termination of which could reasonably be expected to result in a Material Adverse Effect.

(g) “ Maturity Date ” has the meaning given in the introductory paragraph hereof.

(h) “ Note Purchase Agreement ” has the meaning given in the introductory paragraph hereof.

(i) “ Obligations ” means and includes all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Issuer to Purchaser of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note and the Note Purchase Agreement, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Issuer hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq .), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(j) “ Person ” means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(k) “ Purchaser ” means Sherington Holdings, LLC, a Georgia limited liability company or any Person who shall at the time be the registered holder of this Note.

(l) “ Securities Act ” means the Securities Act of 1933, as amended.

(m) “ Security Agreement ” means that certain Security Agreement, dated as of the date hereof, executed by the Issuer in favor of the Purchaser, as the same may be amended, restated, supplemented or otherwise modified from time to time.

(o) “Subsidiary” means, as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time, directly or indirectly, owned by such Person (irrespective of whether, at the time, capital stock or other ownership interests of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency). With respect to the Issuer, “Subsidiary” shall include, without limitation, FNDS TECH (PTY) LIMITED, a company incorporated in the Republic of South Africa.

(p) “ Transaction Documents ” means this Note, the Note Purchase Agreement, the Security Agreement, and each related agreement, document and instrument executed in connection herewith or therewith from time to time.

2. Interest . Accrued Interest on this Note shall be payable on the Maturity Date.

(a) As stated above, the Interest payable hereunder shall be calculated on the basis of a 360-day year and actual days elapsed, and the foregoing statement of the stated interest rate hereunder has been made without regard to the effect of the use of such 360-day year. If interest were calculated hereunder on the basis of a 365 or 366-day year and actual days elapsed, the equivalent rate of interest in effect on any date may be obtained by multiplying the stated interest rate set forth above by a fraction, the numerator of which is 365 or 366, as the case may be, and the denominator of which is 360. Computing interest on a 360 day year and actual number of days elapsed could produce an annualized effective interest rate that exceeds that of the stated rate. The purpose of this paragraph is to express the rate of interest in simple interest terms per annum in accordance with Section 7-4-2(a)(1)(A) of the Official Code of Georgia Annotated.

3. Collateral . The Obligations and all other amounts owing hereunder are secured by a grant of a security interest in and to all of the assets of the Issuer pursuant to the terms of the Security Agreement.

4. Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Note and the other Transaction Documents:

(a) Failure to Pay . The Issuer shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest or other payment required under the terms of this Note on the date due and such payment under this subclause (ii) shall not have been made within five days of the due date; or

(b) Representations and Warranties . Any representation or warranty made in this Note or in connection with this Note, any of the other Transaction Documents, or the Obligations, shall prove to have been false or misleading when made (or, if applicable, when reaffirmed) in any material respect; or

(c) Covenants . The Issuer or any Subsidiary of the Issuer fails to timely and properly observe, keep or perform, any term, covenant, agreement or condition in this Note or in any of the other Transaction Documents (other than the obligations described in clause 4(a) above), and such failure continues for a period of at least four Business Days after the occurrence thereof; provided , that if such failure is not capable of being cured within such four (4) Business Day period, such failure shall constitute an Event of Default hereunder immediately upon the occurrence thereof; or

(d) Cross Default . The Issuer or any Subsidiary of the Issuer is in default under any indebtedness or other obligations (other than those evidenced by this Note), which default would cause or permit the holder of such indebtedness or other obligations to accelerate the maturity thereof; or

(e) Validity of Transaction Documents . The Issuer or any Subsidiary of the Issuer shall challenge the validity and binding effect of any provision of any of the Transaction Documents or shall state its intention to make such a challenge of any of the Transaction Documents or any of the Transaction Documents shall for any reason (except to the extent permitted by its express terms) cease to be effective or to create a valid and perfected security interest in any of the collateral purported to be covered thereby; or

(f) Inability to Pay Debts . The Issuer or any Subsidiary of the Issuer admits in writing its inability generally to pay its debts as they mature or shall make any assignment for the benefit of any of its creditors; or

(g) Judgments . The entry of a final judgment for the payment of money involving more than $25,000 against the Issuer or any Subsidiary of the Issuer, and the failure by the Issuer or such Subsidiary to discharge the same, or cause it to be discharged, within thirty (30) days from the date of the order, decree or process under which or pursuant to which such judgment was entered; or

(h) Suspension of Business. The Issuer or any Subsidiary of the Issuer suspends or terminates its business operations or liquidates, dissolves or terminates its existence; or

(i) Voluntary Bankruptcy or Insolvency Proceedings . The Issuer or any Subsidiary of the Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(j) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Issuer or any Subsidiary of the Issuer or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Issuer or any such Subsidiary or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 30 days of commencement; or

(k) Default or Termination of Material Agreements . The Issuer, any Subsidiary of the Issuer, or any other party to any Material Agreement shall materially breach the terms of such Material Agreement, or any such Material Agreement shall otherwise be terminated, or any party thereto shall have the right to terminate such Material Agreement prior to the scheduled termination thereof, or any party thereto shall fail to renew any such Material Agreement followi