NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of

[__________], by and among Paybl, Inc., a Delaware corporation (the “Company”), and [Name
of Lender], a _______________________ (“Lender”). Capitalized terms not otherwise defined
in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, Lender intends to lend up to an aggregate amount of $[_______] to

the Company (the “Consideration”); and

WHEREAS, the parties wish to provide for the sale and issuance of Notes in
return for the provision by Lender of the Consideration to the Company.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Definitions.

(a) “Conversion Shares” shall, for purposes of determining the type of

Equity Securities issuable upon conversion of the Notes, mean:

(i) if the Notes are converted to equity pursuant to Section

2.3(a) below, the Equity Securities issued in the Next Equity Financing;

(ii) if the Notes are converted to equity pursuant to Section

2.3(b) below, shares of Series A Preferred Stock; and

(iii) if the Notes are converted to equity pursuant to Section

2.3(c) below, shares of Common Stock.

(b) “Conversion Price” shall mean:

(i) with respect to a conversion pursuant to Section 2.3(a)

below, the price paid per share for Equity Securities by the investors in the Next Equity
Financing;

(ii) with respect to a conversion pursuant to Section 2.3(b)

below, the price per share based on a pre-conversion valuation of the Company of $XX,000,000;
and

(iii) with respect to a conversion pursuant to Section 2.3(c)

below, the price per share based on a pre-conversion valuation of the Company, all as
determined according to the following formula: (a) the higher of (i) 5 x the gross revenues for
the most recent trailing 12 calendar month period or (ii) the valuation of the Company
established by a mutually acceptable third party evaluator divided by (b) the Company’s fully
diluted share figure (assuming the exercise of all outstanding options and warrants to the extent
such figures can be determined) .

SFO 360336v1 0083635-000001

 (c) “Corporate Transaction” shall mean (i) the closing of the sale,
transfer or other disposition of all or substantially all of the Company’s assets, (ii) the
consummation of the merger or consolidation of the Company with or into another entity (except
a merger or consolidation in which the holders of capital stock of the Company immediately
prior to such merger or consolidation continue to hold at least 50% of the voting power of the
capital stock of the Company or the surviving or acquiring entity), (iii) the closing of the transfer
(whether by merger, consolidation or otherwise), in one transaction or a series of related
transactions, to a person or group of affiliated persons, of the Company’s securities if, after such
closing, such person or group of affiliated persons would hold 50% or more of the outstanding
voting stock of the Company (or the surviving or acquiring entity) or (iv) a liquidation,
dissolution or winding up of the Company; provided, however, that a transaction shall not
constitute a Corporate Transaction if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately prior to such
transaction.

(d) “Equity Securities” shall mean the Company’s Common Stock or

Preferred Stock or any securities conferring the right to purchase the Company’s Common Stock
or Preferred Stock or securities convertible into, or exchangeable for (with or without additional
consideration), the Company’s Common Stock or Preferred Stock, except any security granted,
issued and/or sold by the Company to any director, officer, employee or consultant of the
Company in such capacity for the primary purpose of soliciting or retaining their services.

(e) “Initial Public Offering” shall mean the closing of the issuance and
sale of shares of Equity Securities of the Company in the Company’s first underwritten public
offering pursuant to an effective registration statement under the Securities Act of 1933, as
amended (the “Act”).

(f) “Maturity Date” shall mean April 15, 2011.

(g) “Next Equity Financing” shall mean the next sale (or series of
related sales) by the Company of its Equity Securities following the date of this Agreement from
which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate
amount of debt securities converted into Equity Securities upon conversion of the Notes pursuant
to Section 2.3 below);

(h) “Notes” shall mean the one or more secured convertible

promissory notes issued to Lender pursuant to Section 2.2 below, the form of which is attached
hereto as Exhibit A.

Terms of the Loans.

1.2 Initial Loan. Subject to the terms and conditions set forth below, Lender
shall loan an amount not less than $100,0000.00 to the Company.

1.3 Issuance of Notes. Each time Lender delivers Consideration to the

Company pursuant to Section 2.1 above, the Company shall sell and issue to Lender a Note.

SFO 360336v1 0083635-000001 2

Each Note shall have a principal balance corresponding to the amount of Consideration paid by
Lender pursuant to 2.1(a), (b) or (c) above. Each Note shall be convertible into Conversion
Shares pursuant to Section 2.3 below and shall be secured by the assets of the Company as
described in such Notes and the related security agreement (the “Security Agreement”).

1.4 Right to Convert Notes.

(a) Next Equity Financing. The principal and unpaid accrued interest
of each Note will be automatically converted into Conversion Shares upon the closing of the
Next Equity Financing. Notwithstanding the foregoing, accrued interest on this Note may be
paid in cash at the option of the Company. The number of Conversion Shares to be issued upon
such conversion shall be equal to the quotient obtained by dividing the outstanding principal and
unpaid accrued interest on a Note to be converted on the date of conversion by the Conversion
Price.. At least ten (10) days prior to the closing of the Next Equity Financing, the Company
shall notify the holder of each Note in writing of the terms under which the Equity Securities of
the Company will be sold in such financing. The issuance of Conversion Shares pursuant to the
conversion of each Note shall be upon and subject to the same terms and conditions applicable to
the Equity Securities sold in the Next Equity Financing.

(b) Maturity Conversion. If the Next Equity Financing has not

occurred on or before the Maturity Date, the principal and unpaid accrued interest of each Note
may be converted, at the option of the holder thereof into Conversion Shares (provided, however
if the holder wishes to convert prior to the Maturity Date on the terms set forth in this Section 2.3
(b) it must secure written consent from the Company). The number of Conversion Shares to be
issued upon conversion shall be equal to the quotient obtained by dividing the outstanding
principal and unpaid accrued interest due on the Note to be converted on the date of conversion
by the Conversion Price. As soon as is practicable after the holder of a Note delivers notice to
the Company pursuant to Section 2.3(e) below that such holder intends to convert such Note
pursuant to this Section 2.3(b), the Company shall take such corporate and other action as may
be necessary authorize the Conversion Shares (and shares issuable upon conversion of such
Conversion Shares), which shares shall have the rights, preferences and privileges set forth in
Exhibit B hereto.

(c) Corporate Transaction. In the event of a Corporate Transaction

prior to full payment of a Note or prior to the time when a Note may be converted (as provided
herein), all outstanding principal and unpaid accrued interest due on such Note shall, at Lender’s
election, be (i) due and payable in full at the closing of the Corporate Transaction or (ii) be
converted into Conversion Shares. If converted, the number of Conversion Shares to be issued
upon conversion shall be equal to the quotient obtained by dividing the outstanding principal and
unpaid accrued interest due on the Note to be converted on the date of conversion by the
Conversion Price. At least ten (10) days prior to the closing of the Corporate Transaction, the
Company shall notify the holder of each Note in writing of the terms of such Corporate
Transaction.

(d) No Fractional Shares. Upon the conversion of a Note into

Conversion Shares, in lieu of any fractional shares to which the holder of the Note would

SFO 360336v1 0083635-000001 3

otherwise be entitled, the Company shall pay the Note holder cash equal to such fraction
multiplied by the Conversion Price.

(e) Mechanics of Conversion. Before any Note holder shall be

entitled to convert the same into Conversion Shares pursuant to Section 2.3(b) or (c) above, such
holder shall give written notice to the Company of the election to convert such Notes into
Conversion Shares. In connection with any conversion, the Company shall not be required to
issue or deliver the Conversion Shares until the Note holder has surrendered the Note to the
Company. A conversion pursuant to Section 2.3(a) or (c) may be made contingent upon the
closing of the Next Equity Financing or Corporate Transaction.

Closing. The closing (the “Closing”) of the purchase of the Note pursuant to
Section 2.1(a) and Section 2.2 shall take place at the offices of <Paybl’s Law firm>San
Francisco, California, at 10:00 a.m., on the date of execution of this Agreement, or at such other
time and place as the Company and Lender agree upon orally or in writing. At the Closing,
Lender shall deliver the Consideration payable to the Company pursuant to Section 2.1(a), and
the Company shall deliver to Lender an executed Note in return for such Consideration provided
to the Company.

Representations and Warranties of the Company. In connection with the

transactions provided for herein, the Company hereby represents and warrants to Lender that:

1.5 Organization, Good Standing and Qualification. The Company is a

corporation duly organized, validly existing, and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to carry on its business as now
conducted. The Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse effect on its business
or properties.

1.6 Authorization. Except for the authorization and issuance of the

Conversion Shares issuable pursuant to Sections 2.3(a) and (b) above, all corporate action has
been taken on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the Notes. Except as may be limited
by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the
enforcement of creditors’ rights, the Company has taken all corporate action required to make all
of the obligations of the Company reflected in the provisions of this Agreement and the Notes
the valid and enforceable obligations they purport to be. The Company has authorized sufficient
shares of Common Stock to allow for conversion of the Notes as described in Section 2.3(c).

1.7 Compliance with Other Instruments. Neither the authorization, execution

and delivery of this Agreement, nor the issuance and delivery of the Notes, will constitute or
result in a material default or violation of any law or regulation applicable to the Company or
any material term or provision of the Company’s current Certificate of Incorporation or bylaws
or any material agreement or instrument by which it is bound or to which its properties or assets
are subject.

SFO 360336v1 0083635-000001 4

 1.8 Valid Issuance of Stock. The Conversion Shares to be issued, sold and
delivered upon conversion of the Notes will be duly and validly issued, fully paid and
nonassessable and, based in part upon the representations and warranties of Lender in this
Agreement, will be issued in compliance with all applicable federal and state securities laws.

Representations and Warranties of Lender. In connection with the transactions

provided for herein, Lender hereby represents and warrants to the Company that as of the date
hereof:

1.9 Authorization. This Agreement constitutes Lender’s valid and legally

binding obligation, enforceable in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the
enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance,
injunctive relief or other equitable remedies. Lender represents that it has full power and
authority to enter into this Agreement.

1.10 Purchase Entirely for Own Account. Lender acknowledges that this
Agreement is made with Lender in reliance upon such Lender’s representation to the Company
that the Notes, the Conversion Shares, and any Common Stock issuable upon conversion of the
Conversion Shares (collectively, the “Securities”) will be acquired for investment for Lender’s
own account, not as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Lender has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, Lender further represents that it
does not have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with respect to the
Securities.

1.11 Disclosure of Information. Lender acknowledges that it has received all

the information it considers necessary or appropriate for deciding whether to acquire the
Securities. Lender further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of the Securities.

1.12 Investment Experience. Lender is an investor in securities of companies

in the development stage and acknowledges that it is able to fend for itself, can bear the
economic risk of its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment in the Securities. If
other than an individual, each Lender also represents it has not been organized solely for the
purpose of acquiring the Securities.

1.13 Accredited Investor. Lender is an “accredited investor” within the

meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”),
as presently in effect.

1.14 Restricted Securities. Lender understands that the Securities are

characterized as “restricted securities” under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the

SFO 360336v1 0083635-000001 5

Act only in certain limited circumstances. Lender represents that it is familiar with SEC Rule
144, as presently in effect, and understands the resale limitations imposed thereby and by the
Act.

1.15 Further Limitations on Disposition. Without in any way limiting the

representations and warranties set forth above, Lender further agrees not to make any disposition
of all or any portion of the Securities unless and until the transferee has agreed in writing for the
benefit of the Company to be bound by this Section 5, Section 8.10 and:

(a) There is then in effect a registration statement under the Act

covering such proposed disposition and such disposition is made in accordance with such
registration statement; or

(b) (i) Lender has notified the Company of the proposed disposition
and has furnished the Company with a detailed statement of the circumstances surrounding the
proposed disposition and (ii) if reasonably requested by the Company, Lender shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the Act. It is agreed that the
Company will not require opinions of counsel for transactions made pursuant to Rule 144 except
in extraordinary circumstances.

1.16 Legends. It is understood that the Securities may bear the following
legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

California Corporate Securities Laws. THE SALE OF THE SECURITIES

WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF
THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE
IS SO EXEMPT.

SFO 360336v1 0083635-000001 6

 Defaults and Remedies.

1.17 Events of Default. The following events shall be considered “Events of

Default” with respect to each Note:

(a) The Company shall default in the payment of any part of the
principal or unpaid accrued interest on the Note after the Maturity Date or at a date fixed by
acceleration or otherwise;

(b) The Company shall make an assignment for the benefit of

creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a
voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, dissolution or similar relief under any
present or future statute, law or regulation, or shall file any answer admitting the material
allegations of a petition filed against the Company in any such proceeding, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company,
or of all or any substantial part of the properties of the Company, or the Company or its
respective directors or majority stockholders shall take any action looking to the dissolution or
liquidation of the Company;

(c) Within thirty (30) days after the commencement of any proceeding
against the Company seeking any bankruptcy reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future statute, law or
regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the
appointment without the consent or acquiescence of the Company of any trustee, receiver or
liquidator of the Company or of all or any substantial part of the properties of the Company, such
appointment shall not have been vacated;

(d) The Company shall fail to observe or perform any other obligation
to be observed or performed by it under this Agreement, the Notes or the Security Agreement
within 30 days after written notice from Lender to perform or observe the obligation.

1.18 Remedies. Upon the occurrence of an Event of Default under Section 7.1
above, at the option and upon the declaration of the holder of a Note, the entire unpaid principal
and accrued and unpaid interest on such Note shall, without presentment, demand, protest, or
notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and
such holder may, immediately and without expiration of any period of grace, enforce payment of
all amounts due and owing under such Note and exercise any and all other remedies granted to it
at law, in equity or otherwise.

Miscellaneous.

1.19 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties, provided, however, that the Company may not assign its
obligations under this Agreement without the written consent of Lender. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto

SFO 360336v1 0083635-000001 7

or their respective successors and assigns any rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.

1.20 Governing Law. This Agreement and the Notes shall be governed by and
construed under the laws of the State of California as applied to agreements among California
residents, made and to be performed entirely within the State of California.

1.21 Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

1.22 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or interpreting this
Agreement.

1.23 Notices. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, if not so confirmed, then on the next business day,
(iii) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be
sent to the respective parties at the following addresses (or at such other addresses as shall be
specified by notice given in accordance with this Section 8.5):

If to the Company:

Paybl, Inc.
555 Price Avenue, Suite 250
Redwood City, CA 94555
Attention: Pankaj Gupta, CFO
Fax: (650) 366-6100
E-Mail: [email protected]

If to Lender:

[Name of Lender]
_______________________
_______________________
Attention: ______________
Fax:
E-Mail:

SFO 360336v1 0083635-000001 8

 1.24 Finder’s Fee. Each party represents that it neither is nor will be obligated
for any finder’s fee or commission in connection with this transaction. Lender agrees to
indemnify and to hold harmless the Company from any liability for any commission or
compensation in the nature of a finder’s fee (and the costs and expenses of defending against
such liability or asserted liability) for which Lender or any of its officers, partners, employees or
representatives is responsible. The Company agrees to indemnify and hold harmless Lender
from any liability for any commission or compensation in the nature of a finder’s fee (and the
costs and expenses of defending against such liability or asserted liability) for which the
Company or any of its officers, employees or representatives is responsible.

1.25 Expenses. If any action at law or in equity is necessary to enforce or

interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled. Each party shall pay all costs and expenses that it incurs with respect to
the negotiation, execution, delivery and performance of this Agreement.

1.26 Entire Agreement; Amendments and Waivers. This Agreement, the Notes
and the other documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and thereof. Any term of
this Agreement or the Notes may be amended and the observance of any term of this Agreement
or the Notes may be waived (either generally or in a particular instance and either retroactively
or prospectively), with the written consent of the Company and Lender. Any waiver or
amendment effected in accordance with this Section 8.8 shall be binding upon each party to this
Agreement and any holder of any Note purchased under this Agreement at the time outstanding
and each future holder of all such Notes.

1.27 Severability. If one or more provisions of this Agreement are held to be

unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.

1.28 “Market Stand-Off” Agreement. Lender (and each future holder of a

Note) hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the
Company’s Initial Public Offering and ending on the date specified by the Company and the
managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of the Company’s Equity Securities, or (b) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Company’s Equity Securities acquired through the conversion
of any Note contemplated by this Agreement, whether any such transaction described in clause
(a) or (b) above is to be settled by delivery of securities, in cash or otherwise. The foregoing
provisions of this Section 8.10 shall apply only to the Company’s Initial Public Offering, shall
not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and
shall only be applicable to Lender (and each future holder of a Note) if all officers and directors
and greater than five percent (5%) stockholders of the Company enter into similar agreements.

SFO 360336v1 0083635-000001 9

The underwriters in connection with the Company’s Initial Public Offering are intended
third-party beneficiaries of this Section 8.10 and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto. Lender (and each future holder
of a Note) further agrees to execute such agreements as may be reasonably requested by the
underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.10
that are necessary to give further effect thereto.

1.29 Stock Purchase Agreement. Lender understands and agrees that the
conversion of the Notes into Conversion Shares pursuant to Section 2.3(a) may require such
Lender’s execution of certain agreements in the form agreed to by investors in the Next Equity
Financing relating to the purchase and sale of such securities as well as registration, co-sale,
rights of first refusal, rights of first offer and voting rights, if any, relating to such securities.

1.30 Acknowledgement. In order to avoid doubt, it is acknowledged that

Lender shall be entitled to the benefit of all adjustments in the number of shares of Common
Stock of the Company issuable upon conversion of the Preferred Stock of the Company or as a
result of any splits, recapitalizations, combinations or other similar transaction affecting the
Common Stock or Preferred Stock underlying the Conversion Shares that occur prior to the
conversion of the Notes.

1.31 Further Assurance. From time to time, the Company shall execute and
deliver to Lender such additional documents and shall provide such additional information to the
Lender as Lender may reasonably require to carry out the terms of this Agreement and the Notes
and any agreements executed in connection herewith or therewith.

[Signature page follows]

SFO 360336v1 0083635-000001 10

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

COMPANY:

Paybl, Inc.

By:

Name:

Title:

LENDER:

[Name of Lender]

By:

Name:

Title:

SFO 360336v1 0083635-000001 11

 EXHIBIT A

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION

HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

CONVERTIBLE PROMISSORY NOTE

Date of Issuance
$ 100,000 April 15, 2007

FOR VALUE RECEIVED, Paybl, Inc., a Delaware corporation (the “Company”),

hereby promises to pay [Name of Lender] (“Lender”), the principal sum of One hundred
thousand Dollars ($100,000), together with interest thereon from the date of this Note. Interest
shall accrue at a rate of six percent (6%) per annum, compounded annually. Unless earlier
converted into Conversion Shares pursuant to Section 2.3 of that certain Note Purchase
Agreement dated as of April 15, 2007 by and between the Company and Lender (the “Purchase
Agreement”), the principal and accrued interest shall be due and payable by the Company on
demand by the Lender at any time after the Maturity Date.

This Note is one of a series of Notes issued pursuant to the Purchase Agreement,
and capitalized terms not defined herein shall have the meaning set forth in the Purchase
Agreement.

1. Payment. All payments shall be made in lawful money of the United States of America
at the principal office of the Company, or at such other place as the holder hereof may from time
to time designate in writing to the Company. Payment shall be credited first to Costs (as defined
below), if any, then to accrued interest due and payable and any remainder applied to principal.
Prepayment of principal, together with accrued interest, may not be made without the Lender’s
consent. The Company hereby waives demand, notice, presentment, protest and notice of
dishonor.

Conversion of Note. This Note and any amounts due hereunder shall be
convertible into Conversion Shares in accordance with the terms of Section 2.3 of the Purchase
Agreement. As promptly as practicable after the conversion of this Note, the Company at its
expense shall issue and deliver to the holder of this Note, upon surrender of the Note, a
certificate or certificates for the number of full Conversion Shares issuable upon such
conversion.

SFO 360336v1 0083635-000001

 Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or
waiver of any term of this Note, the resolution of any controversy or claim arising out of or
relating to this Note and the provision of notice shall be conducted pursuant to the terms of the
Purchase Agreement.

Successors and Assigns. This Note applies to, inures to the benefit of, and binds
the successors and assigns of the parties hereto; provided, however, that the Company may not
assign its obligations under this Note without the written consent of the holder of this Note. Any
transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender
of this Note to the Company and reissuance of a new note to the transferee. Lender and any
subsequent holder of this Note receives this Note subject to the foregoing terms and conditions,
and agrees to comply with the foregoing terms and conditions for the benefit of the Company.

Officers and Directors Not Liable. In no event shall any officer or director of the
Company be liable for any amounts due and payable pursuant to this Note.

Expenses. The Company hereby agrees, subject only to any limitation imposed
by applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses,
incurred by the holder of this Note (“Costs”) in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by declaration or otherwise. The Company
agrees that any delay on the part of the holder in exercising any rights hereunder will not operate
as a waiver of such rights. The holder of this Note shall not by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind
shall be valid unless in writing and signed by the party or parties waiving such rights or
remedies.

Governing Law. This Note shall be governed by and construed under the laws of
the State of California as applied to other instruments made by California residents to be
performed entirely within the State of California. Notwithstanding any provision of this Note to
the contrary, this Note shall be (to the extent necessary to satisfy the requirements of Section
22062(b)(3)(D) of the California Financial Code) subject to the implied covenant of good faith
and fair dealing arising under Section 1655 of the California Civil Code.

Approval. The Company hereby represents that its board of directors, in the
exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a
reasonable belief that the principal provided hereunder is appropriate for the Company after
reasonable inquiry concerning the Company’s financing objectives and financial situation. In
addition, the Company hereby represents that it intends to use the principal of this Note primarily
for the operations of its business, and not for any personal, family or household purpose.

SFO 360336v1 0083635-000001 2

 Usury Savings Provision. Anything herein to the contrary notwithstanding, if
during any period for which interest is computed hereunder, the amount of interest computed on
the basis provided for in this Note, together with all fees, charges and other payments (excluding
any payments in connection with the conversion of this Note into equity securities of the
Company and the subsequent sale of such securities to the Company or otherwise) that are
treated as interest under applicable law, as provided for herein or in any other document executed
in connection herewith, would exceed the amount of such interest computed on the basis of the
Highest Lawful Rate (as defined below), the Company shall not be obligated to pay, and the
holder of this Note shall not be entitled to charge, collect, receive, reserve or take, interest in
excess of the Highest Lawful Rate. As used herein, “Highest Lawful Rate” means the maximum
non-usurious rate of interest, as in effect from time to time, that may be charged, contracted for,
reserved, received or collected by the holder of this Note in connection with this Note under
applicable law.

COMPANY:

Paybl, Inc.

By:

Name:

Title:

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