Exhibit 4.2

                                    EXHIBIT A

                           8% CONVERTIBLE SECURED NOTE

NEITHER THIS NOTE NOR THE SECURITIES  ISSUABLE UPON CONVERSION  HEREOF HAVE BEEN
REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND EXCHANGE  COMMISSION OR THE
SECURITIES  COMMISSION  OF ANY STATE OR UNDER  THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "ACT").  THIS NOTE AND THE  SECURITIES  ISSUABLE  UPON  CONVERSION
HEREOF ARE  RESTRICTED  AND MAY NOT BE OFFERED,  RESOLD,  PLEDGED OR TRANSFERRED
EXCEPT  AS  PERMITTED  UNDER  THE  ACT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

No. _______                                               US $___________

                         Affinity Technology Group, Inc.

                 8% CONVERTIBLE SECURED NOTE DUE AUGUST 8, 2008

         THIS NOTE is issued by Affinity  Technology Group,  Inc., a corporation
organized and existing under the laws of the State of Delaware (the  "Company"),
and is designated as its 8% Convertible Secured Note Due August 8, 2008.

         FOR VALUE RECEIVED, the Company promises to pay to ____________, or its
permitted  assigns (the  "Holder"),  the  principal sum of  _______________  and
__/100  ($_________) plus interest on the principal sum outstanding from time to
time at the rate of 8% per  annum on  August  8,  2008  (the  "Maturity  Date").
Accrual of  interest  shall  commence on the first day after the date of initial
issuance and continue  until  payment in full of the principal sum has been made
or duly provided for. If the Maturity Date is not a business day in the State of
South Carolina,  then such payment shall be made on the next succeeding business
day. The delivery of a check shall constitute  payment of principal and interest
hereunder  and shall  satisfy and  discharge  the  liability  for  principal and
interest under this Note to the extent of the sum represented by such check plus
any amounts withheld in accordance with paragraph 1 below.

         This Note is subject to the following additional provisions:

         1. The  Company  shall be entitled  to  withhold  from all  payments of
interest on this Note any amounts  required to be withheld  under the applicable
provisions of federal and state income tax laws and other applicable laws at the
time of such  payments,  and the Holder  shall  execute and deliver all required
documentation in connection therewith.

         2.   This   Note  has  been   issued  in   reliance   upon   investment
representations of the original purchaser hereof and may be resold,  transferred
and disposed of only in compliance  with the  Securities Act of 1933, as amended
(the "Act"),  and all applicable  state and foreign  securities laws. The Holder
shall  deliver  written  notice to the Company of any proposed  transfer of this
Note.  In the event of any  proposed  transfer  of this Note,  the  Company  may
require, prior to issuance of a new Note in the name of the transferee,  that it
receive reasonable  transfer  documentation  (including legal opinions) that the
transfer  of the Note will not cause a  violation  of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such  agent  shall be  affected  by notice to the  contrary.  This Note has been
executed and  delivered  pursuant to the Amended and Restated  Convertible  Note
Purchase  Agreement,  dated as of August 9, 2006,  between  the  Company and the
Purchasers named therein (the "Purchase Agreement"), and is subject to the terms
and  conditions  of the  Purchase  Agreement,  which  are,  by  this  reference,
incorporated  herein  and made a part  hereof.  Capitalized  terms  used and not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Purchase Agreement.
<PAGE>

         3. The Holder of this Note is entitled,  at its option, to convert,  at
any time commencing on the date hereof, the principal amount of this Note or any
portion  thereof  into shares of Common  Stock of the Company  (the  "Conversion
Shares") at a conversion  price for each share of Common Stock (the  "Conversion
Price") equal to $___ per share (subject to adjustment,  as equitable, for stock
splits,  stock dividends,  reverse stock splits,  recapitalizations  and similar
transactions).  If the Holder  shall  elect to  convert  all or a portion of the
principal  amount  of this  Note,  the  Company  shall,  concurrently  with such
conversion,  pay all  accrued and unpaid  interest  in respect of the  principal
amount of this Note being  converted.  Payment of  accrued  and unpaid  interest
shall be made, at the Company's option, (a) in cash in accordance with the terms
of this  Note  or (b) by  converting  such  accrued  and  unpaid  interest  into
Conversion Shares at the Conversion Price.

         4. The rate of interest on this Note shall be eight percent  (8%),  per
annum, on the outstanding principal until paid or converted.  Subject to Section
3, the Company shall pay accrued and unpaid interest in cash.

         5. The Company may prepay  principal  and  interest  under this Note in
whole or in part at any time.  The Company  shall pay a prepayment  fee of eight
percent (8%) of the  principal  amount being  prepaid for any  prepayments  made
during the first year following the issuance of this Note, and the Company shall
pay a prepayment fee of four percent (4%) of the principal  amount being prepaid
for any  prepayments  made during the second year following the issuance of this
Note.  The Company shall give the Holder at least five (5) days' notice prior to
the date of prepayment of any portion of this Note (the  "Prepayment  Date") and
shall include in such notice the portion of the outstanding  principal amount of
this Note that it intends to prepay pursuant to this Section 5. The Holder shall
have the right to convert the then outstanding principal amount of this Note (or
any portion hereof) into Conversion  Shares in accordance with Section 3 of this
Note until the close of business on the  business day  immediately  prior to any
Prepayment Date.

         6. On the Maturity  Date, the Company will pay the principal of and any
accrued but unpaid interest due upon this Note, less any amounts required by law
to be deducted, to the registered holder of this Note, and such payment shall be
sent to such holder at the last address appearing on the Note Register.

         7.  Conversion  shall be effectuated by  surrendering  this Note to the
Company together with the form of conversion notice attached hereto as Exhibit A
(the "Notice of Conversion"),  executed by the Holder,  evidencing such Holder's
intention  to  convert  this Note or a  specified  portion  (as above  provided)
hereof, and accompanied, if required by the Company, by proper assignment hereof
in blank.  If this Note shall have been  converted  in part,  the Company  shall
deliver to the Holder a new Note  evidencing the rights of the Holder to convert
the unconverted portion of this Note, which new Note shall in all other respects
be  identical  to this  Note.  Interest  accrued  or  accruing  from the date of
issuance to the date of conversion shall be paid as set forth above. No fraction
of a share or  scrip  representing  a  fraction  of a share  will be  issued  on
conversion,  but the number of shares  issuable  shall be rounded to the nearest
whole share.  The date on which Notice of Conversion  is given (the  "Conversion
Date")  shall be  deemed  to be the  date on which  the  Holder  faxes  the duly
executed Notice of Conversion to the Company.  Facsimile  delivery of the Notice
of  Conversion  shall be  accepted  by the  Company at  facsimile  number  (803)
758-2560,  Attn:  Joseph A. Boyle,  President and Chief Executive Officer of the
Company. Certificates representing Common Stock issuable upon conversion will be
delivered to the Holder  within five  business  days from the date the Notice of
Conversion is delivered to the Company. Delivery of shares upon conversion shall
be made to the address specified by the Holder in the Notice of Conversion.
<PAGE>

         8. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof, against any stockholder,  employee,  officer or director, as such, past,
present  or future,  of the  Company or any  successor  corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.

         9. In case of any (1)  merger  or  consolidation  of the  Company  into
another  company,  or (2) sale by the  Company of all or  substantially  all the
assets of the  Company  in one or a series of related  transactions,  the Holder
shall  have the right to (A) deem such an  occurrence  an Event of  Default  and
exercise its rights of prepayment pursuant to Section 12 herein, (B) convert its
aggregate  principal  amount of this Note then  outstanding  into the  shares of
stock and other  securities,  cash and property  receivable upon or deemed to be
held by holders of Common Stock  following such merger,  consolidation  or sale,
and the Holder shall be entitled upon such event or series of related  events to
receive  such amount of  securities,  cash and  property as the shares of Common
Stock into which such  aggregate  principal  amount of this Note could have been
converted  immediately  prior to such merger,  consolidation  or sale would have
been entitled, or (C) in the case of a merger or consolidation,  (x) require the
surviving entity to issue convertible Notes in such face amount, as the case may
be,  equal to the  aggregate  principal  amount  of this  Note  then held by the
Holder,  plus all accrued and unpaid  interest and other amounts owing  thereon,
which newly issued Notes shall have terms  identical  (including with respect to
conversion) to the terms of this Note and shall be entitled to all of the rights
and privileges of the Holder of this Note set forth, and (y) simultaneously with
the  issuance of such  convertible  Notes,  shall have the right to convert such
instrument  only into shares of stock and other  securities,  cash and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
merger  or  consolidation.  In the case of  clause  (C),  the  conversion  price
applicable for the newly issued convertible Notes shall be based upon the amount
of  securities,  cash and property that each share of Common Stock would receive
in such transaction and the Conversion Price in effect  immediately prior to the
effectiveness  or  closing  date for  such  transaction.  The  terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the Holder the right to receive the  securities,  cash and property set forth in
this  Section upon any  conversion  or  redemption  following  such event.  This
Section shall similarly apply to successive such events.

                                       2
<PAGE>

         10. The Holder of this Note,  by  acceptance  hereof,  agrees that this
Note is being acquired for investment and that such Holder will not offer,  sell
or  otherwise  dispose  of this  Note or the  Conversion  Shares  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation  of the Act or any  applicable  state or  foreign  securities  laws or
similar laws relating to the sale of securities.

         11. This Note shall be governed by and construed in accordance with the
laws of the  State  of  South  Carolina.  Each of the  parties  consents  to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of Columbia or the state courts of the State of South  Carolina  sitting in
the City of Columbia in connection  with any dispute arising under this Note and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

         12. The following shall constitute an "Event of Default":

         a.       The  Company  shall  default in the  payment of  principal  or
                  interest on this Note and same shall  continue for a period of
                  ten (10) business days; or

         b.       There  shall  occur an Event of Default  under any Note issued
                  under the Purchase  Agreement that is not waived by the holder
                  thereof; or

         c.       Any of the material  representations or warranties made by the
                  Company in the Purchase Agreement shall be false or misleading
                  in any material respect at the time made; or

         d.       The Company shall fail to perform or observe,  in any material
                  respect,  any  other  material  covenant,   term,   provision,
                  condition,  agreement or  obligation  of the Company under the
                  Purchase   Agreement,   the  Security  Agreement  executed  in
                  connection  therewith  or this  Note  and such  failure  shall
                  continue  uncured  for a period  of  thirty  (30)  days  after
                  written notice from the Holder of such failure; or

         e.       The Company  shall (1) admit in writing its  inability  to pay
                  its debts generally as they mature; (2) make an assignment for
                  the  benefit of  creditors  or  commence  proceedings  for its
                  dissolution; or (3) apply for or consent to the appointment of
                  a trustee, liquidator or receiver for its or for a substantial
                  part of its property or business; or

                                       3
<PAGE>

         f.       A trustee,  liquidator or receiver  shall be appointed for the
                  Company or for a substantial  part of its property or business
                  without  its consent  and shall not be  discharged  within one
                  hundred and twenty days (120) after such appointment; or

         g.       Any   governmental   agency   or  any   court   of   competent
                  jurisdiction,  at the  instance  of any  governmental  agency,
                  shall   assume   custody  or  control  of  the  whole  or  any
                  substantial portion of the properties or assets of the Company
                  and such action shall not be dismissed  within one hundred and
                  twenty days (120) days thereafter; or

         h.       Any money judgment, writ or warrant of attachment,  or similar
                  process in excess of Five Hundred Thousand Dollars  ($500,000)
                  in the aggregate  shall be entered  against the Company or any
                  of its  properties  or other assets and shall  remain  unpaid,
                  unvacated,  unbonded or  unstayed  for a period of one hundred
                  and twenty days (120) days; or

         i.       Bankruptcy,   reorganization,    insolvency   or   liquidation
                  proceedings  or  other   proceedings   for  relief  under  any
                  bankruptcy  law or any law for the relief of debtors  shall be
                  instituted  by or  against  the  Company  and,  if  instituted
                  against the Company, shall not be dismissed within one hundred
                  and twenty  days (120)  days  after  such  institution  or the
                  Company shall by any action or answer  approve of, consent to,
                  or  acquiesce  in any such  proceedings  or admit the material
                  allegations  of, or default in answering a petition  filed in,
                  any such proceeding; or

         j.       There  shall be a Change in Control of the  Company.  For such
                  purposes,  a Change in Control shall be deemed to occur as of:
                  (i) the date on which any  "person"  or "group" (as such terms
                  are used in Sections  13(d) and 14(d) of the Securities Act of
                  1934, as amended (the "1934 Act") becomes the beneficial owner
                  (as  defined in Rules  13d-3 and 13d-5  under the 1934 Act) of
                  shares representing more than 25% of the combined voting power
                  of the then-outstanding  securities entitled to vote generally
                  in elections of  directors  of the Company  ("Voting  Stock");
                  (ii) the date on which the stockholders of the Company approve
                  a   definitive   agreement   under  which  the  Company   will
                  consolidate  with or merge  into  any  other  corporation,  or
                  convey,  transfer  or lease  all or  substantially  all of its
                  assets to any person, or any other corporation will merge into
                  the  Company,  and, in the case of any such  transaction,  the
                  outstanding Common Stock of the Company will be converted into
                  cash, securities or other property, unless the stockholders of
                  the Company  immediately before such transaction own, directly
                  or indirectly immediately following such transaction, at least
                  51% of the combined voting power of the outstanding securities
                  of  the  corporation   resulting  from  such   transaction  in
                  substantially  the same  proportion as their  ownership of the
                  Voting Stock immediately before such transaction; or (iii) the
                  date on which  there shall have been a change in a majority of
                  the Board of Directors of the Company within a 12-month period
                  unless the  nomination  for  election of each new director was
                  approved by the vote of a majority of the directors then still
                  in office who were in office at the  beginning of the 12-month
                  period.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Note immediately due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby expressly waived, anything herein or in any
note or other  instruments  contained to the contrary  notwithstanding,  and the
Holder may  immediately  enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law.

         13.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a stockholder in respect of any meeting of stockholders or any
rights  whatsoever  as a  stockholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]

                                       4

<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated:  August 9, 2006

                                      AFFINITY TECHNOLOGY GROUP, INC.


                                       By:
                                       ----------------------------------
                                       Joseph A. Boyle
                                       President and Chief Executive Officer

Attest:


---------------------

                                       5
<PAGE>



8



                                    EXHIBIT A

                              NOTICE OF CONVERSION


     (To be Executed by the Registered Holder in order to Convert the Note)

         The undersigned  hereby  irrevocably elects to convert $ ______________
of the principal  amount of the above Note No. _____ into shares of Common Stock
of Affinity Technology Group, Inc. according to the terms hereof, as of the date
written below.

Date of Conversion_____________________________________________________________

Signature______________________________________________________________________
                                     [Name]

Address:_______________________________________________________________________

_______________________________________________________________________________