[FORM OF] SECURED PROMISSORY NOTE

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), FRANCIS V. DANE, A REPRESENTATIVE OF THE ISSUER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS SECURITY, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. DANE MAY BE REACHED AT TELEPHONE NUMBER (650) 802-7737.

FOR VALUE RECEIVED, COMMUNICATION INTELLIGENCE CORPORATION (the “ Borrower ”),   having an office at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065, hereby promises to pay to the order of [_________________________] (the “ Payee ”), or its registered assigns, the principal amount of [__________] Dollars and 00/100 ($[_________]) on December 31, 2010 (the “ Maturity Date ”).   The   Borrower shall make principal payments on this Secured Promissory Note (this “ Note ”) on or before the Maturity Date in accordance with that certain Credit Agreement, dated as of June 5, 2008 (as it may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, the Lenders party thereto, and SG Phoenix LLC, as Collateral Agent.

The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement.

This Note is being executed and delivered by the Borrower to the Payee to evidence the Loan made by the Payee to the Borrower pursuant to the Credit Agreement.

This Note is issued with a detachable Warrant evidencing the right initially to purchase a number of shares of Common Stock of the Borrower equal to the principal amount of this Note divided by 0.06, at an initial exercise price of Six Cents ($0.06) per share.

This Note is entitled to the benefits of the Credit Agreement and the Loan Documents, including the Pledge and Security Agreement. This Note may be prepaid, in whole or in part (together with interest accrued thereon at the time of such prepayment), at any time.

All cash payments of principal and interest in respect of this Note shall be made in lawful