Form of Credit Facility Note, dated July 27, 2005, issued by FinePoint Innovations in favor of InPlay Technologies, Inc

Exhibit 10.15

FORM OF CREDIT FACILITY NOTE

(Facility)

          This Credit Facility Note (the “Note”) amends and supports all amounts borrowed by FinePoint Innovations, Inc. (“Borrower”) under a Letter of Credit Facility from U.S. Bank up to the amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000) (“Credit Facility”) issued for the benefit of InPlay Technologies, Inc., a Nevada corporation (“Holder”).   This Note does not evidence a new loan but a reimbursement to Holder for any draws against the Credit Facility by Borrower.

          FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder at InPlay Technologies, Inc., 234 South Extension, #103, Mesa, Arizona 85210, or at such other place as Holder may from time to time designate in writing, the principal sum of up to ONE MILLION AND NO/100 DOLLARS ($1,000,000), or so much thereof as may be from time to time outstanding, together with interest thereon, to be computed on any advance on the Credit Facility for Borrower thereof from the date of its disbursement, at the interest rate equal to 1.0% plus all interest and fees and costs incurred by Holder under the Credit Facility.

          This Note is issued pursuant to the Agreement and Plan of Merger dated as of July 27, 2005 (“Merger Agreement”).   In the event of any conflict between the provisions of this Note and the provisions of the Merger Agreement, the provisions of the Merger Agreement shall govern.  All notices required or permitted in connection with this Note shall be given in the manner provided in the Merger Agreement for the giving of notices.

          All amounts advanced to Borrower under this Note shall be under the Credit Facility and as provided under the Merger Agreement.  Any advances hereunder shall be made in accordance with the provisions of the Letter of Credit issued by U.S. Bank, and the principal of the indebtedness evidenced hereby, and interest thereon, shall be payable out of the proceeds from the Borrower’s contract with [MAJOR Computer OEM] on the dates stated in the Merger Agreement.  All principal, interest and other charges and amounts to be paid hereunder if not paid in full shall be due and payable, in full, on February 28, 2006 (the “Maturity Date”) or as otherwise set forth in Section 1.7 of the Merger Agreement.  Payments under this Note shall first be applied to interest and fees due to Holder, then principal due under the Credit Facility.  Borrower may prepay the indebtedness evidenced by this Note at any time.

          If Borrower fails to make any payment of the indebtedness evidenced by this Note within ten (10) days after the date on which such payment becomes due and payable under the Merger Agreement, Borrower shall pay to Holder, in addition to all other charges and amounts then due and payable, a late charge equal to five percent (5.0%) of the amount of the overdue payment.

          This Note evidences a revolving credit, all or any part of which may be advanced to Borrower, repaid by Borrower, and re-advanced to Borrower from time-to-time, subject to the other provisions hereof and the provision of the Credit Facility; provided that the principal balance outstanding hereunder at any one time shall not exceed the face amount hereof.

          This Note is secured by a UCC-1 lien on the assets of Borrower and a lock box on all receivables.