CONVERTIBLE PROMISSORY NOTE


$500,000.00                                           Minneapolis, Minnesota
Due:   November 8, 2003                               November 8, 2001


     FOR VALUE RECEIVED, Cash Systems, Inc., a Delaware corporation (the
"Company") and Cash Systems, Inc., a Minnesota corporation and wholly-owned
subsidiary of the Company (the "Subsidiary") (the Company and the Subsidiary
being hereinafter referred to jointly as the "Makers"), jointly and severally
promise to pay to the order of VirtualFund.com, Inc., a Minnesota corporation
("Lender"), at Minneapolis, Minnesota, or such other place as the holder
hereof may from time to time specify, the principal sum of Five Hundred
Thousand and No/100 Dollars ($500,000.00), or so much thereof as shall have
been advanced, in lawful money of the United States of America, together with
interest (computed on the basis of the actual number of days elapsed in a
360-day year) on the principal balance of this Note from the date hereof at
the rate of twelve and one-half percent (12.5 %) per annum.

     From time to time on or after the date of this Note, the Makers may
request that the Lender make an advance under this Note, provided that the
aggregate amount of all advances under this Note shall not exceed $500,000.00,
and that the Lender shall not be obligated to make an advance if the Makers
are then in default under this Note.  Each advance shall be in the amount of
$100,000.00 or an integral multiple thereof.

     This Note shall be payable in consecutive monthly installments of
principal and interest beginning December 8, 2001, and on the first day of
each month thereafter until the earliest to occur of (a) conversion of this
Note into shares of the Company's common capital stock (the "Common Stock"),
(b) acceleration of the maturity of all principal and interest owing on this
Note or (c) November 8, 2003, when the unpaid principal balance and all
accrued interest shall be due and payable in full.  Each monthly installment
of principal and interest shall be in an amount that will fully amortize the
principal amount that has then been advanced under this Note over the
remaining term of the Note at the interest rate set forth above.  All payments
under this Note shall be applied first to payment of accrued interest, and
then to reduction of principal.

     If the Makers default in the payment of principal or interest when due in
accordance with the terms and conditions of this Note or if a default or event
of default occurs under the Security Agreement between the Lender and the
Company, the Security Agreement between the Lender and the Subsidiary, or the
Pledge Agreement executed in connection with this Note, then the interest rate
hereunder shall be increased to the rate of sixteen percent (16%) per annum
(the "Default Rate").  The Default Rate shall remain in effect until such
default or event of default shall have been cured to the satisfaction of the
Lender or until the indebtedness evidenced by this Note is fully paid,
whichever shall earlier occur.

     If the Makers default in the payment of principal or interest when due in
accordance with the terms and conditions of this Note or if a default or event
of default occurs under the Security Agreement between the Lender and the
Company, the Security Agreement between the Lender and the Subsidiary, or the
Pledge Agreement executed in connection with this Note, then Lender may, at
its option, by notice in writing to the Makers, declare immediately due and
payable the entire principal balance hereof and all interest accrued thereon
and the same shall thereupon be immediately due and payable without further
notice or demand and the undersigned Makers shall then be liable for and
jointly and severally agree to pay all costs of collection, including
reasonable attorneys' fees. A default shall not occur if the Makers or either
of them remedies the violation or the failure to perform within five (5)
business days after receiving written notice from Lender by personal delivery
or certified mail. Notice shall be directed to the Company's President.

     This Note shall also become automatically due and payable without notice
or demand if a petition is filed by or against either of the Makers under the
United States Bankruptcy Code.

     This Note may be prepaid in full or in part at any time without penalty,
provided that all prepayments shall be applied first to accrued interest with
the balance thereof to principal.  The Makers shall give Lender ten (10)
calendar days notice of their election to prepay all or part of the
outstanding principal balance of this Note, and Lender shall be entitled to
exercise its right to convert the principal amount that is to be prepaid into
shares of Common Stock at any time on or before the date on which the
prepayment is to be made.

     No delay or omission on the part of Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other remedy under
this Note.

     The Makers and all endorsers, sureties, guarantors and all other persons,
if any, liable for all or any part of this Note severally waive presentment
for payment, protest and notice of nonpayment.

Conversion to Common Stock

     Lender shall have the right, at any time and at Lender's sole option, to
convert all or a portion of the outstanding principal balance of this Note
into shares of Common Stock at the conversion price (the "Conversion Price")
then in effect.  The Conversion Price shall initially be $2.00 per share, and
shall be subject to adjustment as follows: (a) if the Company combines (by
reverse stock split, recapitalization, or otherwise) its outstanding Common
Stock into a lesser number of shares, the Conversion Price shall be
proportionately increased; (b) if the Company subdivides (by stock split,
stock dividend, recapitalization or otherwise) its outstanding Common Stock
into a greater number of shares, the Conversion Price shall be proportionately
decreased; and (c) if the Company sells shares of its Common Stock, or
securities convertible into or exchangeable for Common Stock, at a price per
share of Common Stock that is less than $2.00, the Conversion Price shall be
decreased to the per share price at which such Common Stock is sold or at
which such other securities are convertible into or exchangeable for Common
Stock.

     Effective Time of Conversion.  Lender shall give the Company ten (10)
calendar days notice of its election to convert all or part of the outstanding
principal balance of this Note into shares of Common Stock.  Each conversion
of principal under this Note will be deemed to have been effected as of the
close of business on the date on which this Note has been surrendered at the
principal office of the Company.  Upon conversion, the conversion of that
portion of the principal balance outstanding hereunder will be noted on this
Note and this Note will be returned to Lender and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
are to be issued upon such conversion will be deemed to have become the holder
or holders of record of the shares of Common Stock represented thereby.  For
purposes of this Note, "Person" means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.

     Deliveries Upon Conversion.  As soon as possible after a conversion has
been effected (but in any event within 30 days), the Company will deliver to
Lender  (a) a certificate or certificates representing the number of shares
of Common Stock issuable by reason of such conversion in such name or names
and such denominations as Lender has specified and (b) this Note appropriately
marked as prescribed above.

     Reorganization, Reclassification, Consolidation, Merger or Sale.  Any
capital reorganization, reclassification, consolidation, merger or sale of all
or substantially all of the Company's assets, or any other transaction, which
is effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
with respect to or in exchange for Common Stock is referred to herein as an
"Organic Change".  Before consummation of any Organic Change, the Company will
make appropriate provisions (in form and substance satisfactory to Lender) to
ensure that Lender will thereafter have the right to acquire and receive, in
lieu of or in addition to the shares of Common Stock immediately theretofore
acquirable and receivable upon the conversion of this Note, such shares of
stock, securities or assets as Lender would have received in connection with
such Organic Change if Lender had converted this Note immediately prior to
such Organic Change.  In such case, the Company will ensure that the
provisions hereof will thereafter be applicable to this Note.  The Company
will not effect any Organic Change unless the successor corporation (if other
than the Company) resulting from the Organic Change assumes in writing in
advance, the obligation to deliver to Lender such shares of stock, securities
or assets such holder may be entitled to acquire.

     Notices.  The Company will give written notice to Lender at least twenty
(20) days prior to the date set by the Company as the record date (a) with
respect to any dividend or distribution upon Common Stock, (b) with respect to
any pro rata subscription offer to holders of Common Stock or (c) for
determining rights to vote with respect to any Organic Change, dissolution or
liquidation.  The Company will also give written notice to Lender at least
twenty (20) days prior to the date on which any Organic Change will take
place.

CASH SYSTEMS, INC., a Delaware corporation

By:    /s/ Craig Potts
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Name:  Craig Potts
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Title: President
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CASH SYSTEMS, INC., a Minnesota corporation

By:    /s/ Craig Potts
       ---------------

Name:  Craig Potts
       -----------

Title: President
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