Exhibit
10.9





AMENDMENT NO. 1
TO


SECURITIES PURCHASE
AGREEMENT








THIS AMENDMENT NO. 1 TO SECURITIES
PURCHASE AGREEMENT (this “Amendment”), dated as
of March 31, 2008, is made and entered into by and among NFINANSE INC., a Nevada
corporation (the “Company”), and Bruce
E. Terker (the “Investor”).  Capitalized
terms used herein not defined shall have the meaning assigned to such terms in
the Purchase Agreement (as hereinafter defined).





RECITALS





WHEREAS, the undersigned parties (the
“Parties”)
entered into that certain Securities Purchase Agreement dated as of March 21,
2008 (as amended hereby, the “Purchase Agreement”);
and





WHEREAS, since the date of the Purchase
Agreement, the Company has entered into certain other securities purchase
agreements which grant the purchasing parties thereunder the right to
participate in the Exchange (as hereinafter defined); and





WHEREAS, the Parties wish to amend the
Purchase Agreement in the respects set forth below and on the terms and
conditions set forth in this Amendment.





NOW THEREFORE, in consideration of the
foregoing, the mutual covenants and agreements set forth below and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to legally bound, the Parties hereto agree as
follows:







1.  Addition of Section
16.  The Purchase Agreement shall hereby be amended to add a Section
16 to the Terms and Conditions of the Purchase Agreement, which shall read as
follows:





16.         Right to
Exchange.  In the event that the Company contemplates the
issuance of any securities in connection with a capital raising transaction (the
“Issuance”),
and upon notice by the Company of the Issuance, each Investor shall have the
right, upon written notice to the Company at least five (5) days in advance of
the Issuance, to exchange all of its Common Shares and Warrants purchased
hereunder for the shares of securities issued in the Issuance (the “Exchange Securities”)
upon the same terms and conditions (other than the consideration paid for the
Exchange Securities) offered to the purchasers in the Issuance (the “Exchange”).  The
Exchange shall be contingent upon the consummation of the
Issuance.  The number of Exchange Securities that the Investor shall
be entitled to receive upon the Exchange shall be equal to the product obtained
by multiplying (i) the number of the Investor’s Common Shares by (ii) a quotient
obtained by dividing (X) $2.50 by (Y) the price per share of the Exchange
Securities paid by the purchasers thereof in the Issuance.  As a
condition to the Exchange, the Investor shall execute such documents and
agreements as are reasonably requested by the
Company.  Notwithstanding the foregoing, if no Issuance occurs within
six (6) months following the date hereof, the exchange rights granted to the
Investor in this Section 8 shall automatically terminate.





2.  No Other
Effect.  Except as amended hereby, the Purchase Agreement shall
remain in full force and effect and all of the rights and obligations under the
Purchase Agreement are affirmed.





3.  Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.





1-PH/2883010.1





IN WITNESS WHEREOF, the Parties hereto
have executed this Amendment as of the date first above written.





The
      Company:
              nFinanSe
      Inc.By:
              /s/ R.P.
  SpringerName:
              R.P.
      SPRINGERTitle:
              CFO
      & EVP


The
      Investor:By:
            /s/
      Bruce E. TerkerBruce
      E. Terker















[Signature
Page to Amendment No. 1 to Securities Purchase Agreement]
 1-PH/2883010.1