WARRANT TO PURCHASE COMMON STOCK OF nFinanSe Inc

           This is to certify that, for value received, __________________________ (the “ Holder ”), is entitled to purchase, subject to the terms set forth below, from nFinanSe Inc., a Nevada corporation (the “ Company ”), during the period commencing on the date first written above and expiring one (1) year thereafter, unless extended pursuant to Section 1(b) below (the “ Exercise Period ”), an aggregate of _________________________ (_____________) fully paid and non-assessable shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), at a per share purchase price of $0.50 (the “ Exercise Price ”).  The Exercise Price and the number of such shares are subject to adjustment, from time to time, as provided below.  The shares of Common Stock deliverable upon such exercise are hereinafter sometimes referred to as the “ Warrant Shares .”  This Warrant is herein referred to as the “ Warrant ”.

           Section 1.                       Exercise Period .  In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday (the “ Expiration Date ”).

           Section 2.                       Exercise of Warrant .

                      a.            Manner of Exercise .  The Warrant may be exercised by the Holder, in whole or in part, at any time and from time to time during the Exercise Period, by (i) the surrender of the Warrant to the Company, with the Notice of Exercise attached hereto as Annex A (the “ Notice of Exercise ”) duly completed and executed on behalf of the Holder, at the principal office of the Company or such other office or agency of the Company as it may designate by notice in writing to the Holder (the “ Principal Office ”), and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in any manner specified in Section 2(d) below.

                      b.            Issuance of Warrant Shares .  Such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which the Warrant shall have been surrendered and payment of the Exercise Price shall have been made for the Warrant Shares as aforesaid.  As promptly as practicable thereafter, but in any event within five (5) business days, the Company shall deliver to the Holder a stock certificate(s) for the Warrant Shares specified in the Notice of Exercise.  If the Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate(s), also deliver to the Holder, at the Company’s expense, a new warrant evidencing the right to purchase the remaining number of Warrant Shares, which new warrant shall in all other respects be identical to the Warrant.

                      c.            Restrictive Legends.   Each stock certificate representing the Warrant Shares held by the Holder shall be endorsed by the Company with a legend substantially similar to that legend at the beginning of the Warrant.

                      d.            Payment of Exercise Price .  The Exercise Price shall be payable in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers’ check in lawful money of the United States of America.

e.            Fractional Shares .  The Company shall not issue fractions of Warrant Shares upon exercise of the Warrant or scrip in lieu thereof.  If any fraction of a Warrant Share would be issuable upon exercise of the Warrant, the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to such fraction, calculated to the nearest one-hundredth (1/100) of a share, multiplied by the Exercise Price.

           Section 3.                       Adjustment to Exercise Price and Warrant Shares .  The Exercise Price in effect from time to time and the number of Warrant Shares shall be subject to adjustment in certain cases as set forth in this Section 3:

                      a.            Stock Split .  If, at any time after the date hereof, the number of shares of the Company’s capital stock outstanding is increased by a stock dividend or by a subdivision or split-up of shares, then, following the record date for the determination of holders of capital stock entitled to receive such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the aggregate number of Warrant Shares shall be increased in proportion to such increase in outstanding shares.  The foregoing provisions shall similarly apply to successive stock dividends, subdivisions or split-ups.

                      b.            Reverse Stock-Split .  If, at any time after the date hereof, the number of shares of capital stock outstanding is decreased by a combination or reverse-split of the outstanding shares, then, following the record date for such combination or reverse-split, the Exercise Price shall be appropriately increased and the aggregate number of Warrant Shares shall be decreased in proportion to such decrease in outstanding shares.  The foregoing provisions shall similarly apply to successive combinations or reverse-splits.

                      c.            Merger, Sale of Assets, Change of Control .  In the event that the Company shall (i) consolidate with or merge with or into another person or entity, (ii) sell, transfer or lease all or substantially all of its assets, (iii) change its Common Stock into property or other securities, or (iv) enter into and consummate a transaction constituting a Change of Control (as defined below) (each, a “ Triggering Transaction ”), the Warrant shall terminate and shall thereafter represent the right to receive the cash, evidences of indebtedness or other property as the Holder would have received had the Holder been the record owner, at the time of completion of such Triggering Transaction, of that number of Warrant Shares receivable upon exercise of the Warrant in full, less the aggregate Exercise Price payable in connection with the full exercise of the Warrant.  The Company shall notify the Holder in writing, setting forth the terms of any such Triggering Transaction (including the proposed closing date for the consummation of such Triggering Transaction, which shall not be less than fifteen (15) days from the effective date of such notice) and all documents required to be executed in order to consummate any such Triggering Transaction, and the Holder shall be required to execute such documents to the same extent and upon the same terms as required of other holders of Common Stock.  The Holder shall deliver to the Company at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to the Holder for execution in connection with such Triggering Transaction.  The limitations contained in Section 5(a) below will terminate and cease to be in effect at the time of the Triggering Transaction.  “ Change of Control ” shall mean (i) the sale of the Company to one or more independent third parties, in a single transaction or series of related transactions, (ii) the merger, combination or consolidation of the Company into or with another corporation or (iii) any other transaction or occurrence, pursuant to which or as a result of which any independent third party or parties acquire capital stock or other securities of the Company possessing the voting power to elect a majorit