PROMISSORY NOTE

For value received, and intending to be legally bound, nFinanSe, Inc., a Nevada corporation, and nFinanSe Payments Inc., a Nevada corporation (collectively, the “ Borrowers ”) hereby promise to pay to the order of ____________________________, a _____________________ (the “ Holder ”), the principal sum of _______________________ ($_________) on July 31, 2009 (the “ Maturity Date ”), together with interest from the date hereof on the principal amount outstanding from time to time at an annual rate equal to ten percent (10%) per annum.  Accrued and unpaid interest shall be due on June 5, 2009 and on the fifth Business Day of each month thereafter until all obligations hereunder are satisfied in full.  All payments hereunder shall be made in lawful currency of the United States in immediately available funds.

1.   Definitions .  All capitalized terms used but not otherwise defined in this Promissory Note shall have the meanings given to such terms in, or by reference in, the Security Agreement, dated as of the date of this Note (the “ Security Agreement ”), by and between the Borrower, Holder, Agent (as defined in the Security Agreement) and the other lenders set forth therein.

2.   Acceleration .  This Note and the obligations hereunder will be accelerated in the event of any Equity Financing.  As used herein, “Equity Financing” shall mean any financing round completed by the Borrowers prior to the Maturity Date involving the issuance and sale of stock to at least one institutional investor with net proceeds of at least Three Million Dollars and Zero Cents ($3,000,000.00).

3.   Joint and Several Obligations .  The obligations of Borrowers hereunder are joint and several.

4.   Prepayments .  The outstanding principal amount of this Note may be prepaid, in whole or in part, without penalty. Such prepayments shall be applied first to accrued and unpaid interest and then to principal in the inverse order of maturity.

5.   Security .  The obligations, liabilities and indebtedness of the Borrowers evidenced by this Note are secured by the Collateral as defined by the Security Agreement.

6.   Events of Default .  The occurrence of any of the following events shall constitute an “ Event of Default ” hereunder:

a.   failure of Borrowers to pay (i) any interest or any fees within three Business Days of the date when due hereunder, in each case whether at stated maturity, by acceleration or otherwise, (ii) any principal of the Loans when due, whether at stated maturity, by acceleration or otherwise or (iii) any expenses payable by Borrowers to any Agent or Lender hereunder within five days after receipt by Borrowers from Agent or any applicable Lender of notice that such expenses are payable;

b.   any representation or warranty, contained in this Agreement, the other Credit Documents or any other agreement, document, instrument or certificate between the Borrowers and Agent or any Lender or executed by the Borrowers in favor of Agent or any Lender shall prove untrue in any material respect on or as of the date it was made or was deemed to have been made;

c.   failure of the Borrowers to comply with any other covenant contained in the other Credit Documents or any other agreement, document, instrument or certificate among the Borrowers and Agent or any Lender or executed by the Borrowers in favor of Agent or any Lender and, in the event such breach or failure to comply is capable of cure, such breach or failure to comply is not cured within 30 days after its occurrence;

d.   dissolution, liquidation, winding up or cessation of the business (or any material portion of the business) of a Borrower, or the failure of a Borrower to meet its debts generally as they mature, or the calling of a meeting of a Borrower’s creditors for purposes of compromising a Borrower’s debts;

e.   the commencement by or against a Borrower of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings with respect to it under any federal or state law and, in the event any such proceeding is commenced against a Borrower, such proceeding is not dismissed within 60 days;

f.   the occurrence of