Second Amended and Restated Term Promissory Note in the principal amount of $4,142,806.14 to Wachovia Bank, N.A. dated December 24, 2009

Exhibit 10.47

Second Amended and Restated Term Promissory Note

in the principal amount of $4,142,806.14 to

Wachovia Bank, N.A. dated December 24, 2009

This note replaces, but does not extinguish, the obligations under that certain $5,000,000 Amended and Restated Term Promissory Note dated February 27, 2008 (the “Existing Note”) executed in connection with the Loan Agreement dated as of January 19, 2006, as amended by that certain Amended and Restated Loan Agreement dated February 27, 2008 and as may be further amended, restated, supplemented, or otherwise modified from time to time, by and among Borrower and Bank. This Note is not a novation.

SECOND AMENDED AND RESTATED TERM PROMISSORY NOTE

Inuvo, Inc. (f/k/a Kowabunga!, Inc., f/k/a Think Partnership Inc.), a Nevada corporation

15550 Lightwave Drive, 3^rd Floor

Clearwater, Florida 37760

(Hereinafter referred to as "Borrower")

Wachovia Bank, National Association

301 South Tryon Street

Charlotte, North Carolina 28202

(Hereinafter referred to as “Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Four Million One Hundred Forty-Two Thousand Eight Hundred Six and 14/100 Dollars ($4,142,806.14) or such sum as may be advanced and outstanding from time to time hereunder, with interest on the unpaid principal balance at the rate and on the terms provided in this Amended and Restated Term Promissory Note (including all renewals, extensions or modifications hereof, this "Note").

LOAN AGREEMENT. This Note is subject to the provisions of that certain Second Amended and Restated Loan Agreement dated December 24, 2009 between Bank and Borrower (as amended, restated, supplemented or modified from time to time, the "Loan Agreement").

USE OF PROCEEDS. Borrower shall use the proceeds of the loan evidenced by this Note to partially refinance the existing indebtedness under the existing line of credit with Bank.

SECURITY. Borrower and Guarantors have granted Bank a security interest in the collateral described in the Loan Documents, including, but not limited to, personal property collateral described in that certain Security Agreement of even date herewith, as amended..

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR Market Index Rate plus 7.00%, provided further, that the Interest Rate shall in no event be less than 7.00% (the “Interest Rate”). "LIBOR Market Index Rate", for any day, means the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the

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immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of $152,000.00 plus accrued interest, commencing on December 31, 2009, and continuing on the last day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due and payable on March 31, 2011.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied as set forth in the Loan Agreement. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank. Any amounts repaid under this Note may not be reborrowed.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents," as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note, the $5,300,000.00 Second Amended and Restated Revolving Credit Promissory Note executed on the date hereof (as amended, restated, supplemented or modified from time to time, the “Revolving Note”) and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, the Loan Agreement, this Note, the Revolving Note, and may include, without limitation, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, a ny renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time). Obligations. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, the Revolving Note, the Loan Agreement, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All capitalized terms used and

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not defined herein shall have the meanings assigned thereto in the Loan Agreement or other Loan Documents. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 4% of each payment past due for 15 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs and is not cured within the applicable cure period, a default ("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note or any other Loan Documents. Loan Document Default. A default under any Loan Document. Breach. Any breach of any agreement contained or referred to in this Note or any other Loan Document. False Warranty. A warranty or representation made in the Loan Documents or furnished to Bank in connection with the loan evidenced by this Note is materially false when made. Cross Default. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower or any Guarantor, any general partner of or the holder(s) of the majority ownership interests of Borrower with Ba nk or its affiliates which default is not cured within any applicable cure period, unless, but only as long as, the existence of any such default is being contested by the Borrower or such Guarantor in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Guarantor to the extent required by GAAP. Cessation; Bankruptcy. The death of, appointment of a guardian for, dissolution or termination of existence of (subject to the provisions set forth in clause (iv) of the subparagraph entitled "Material Capital Structure or Business Alteration" below), loss of good standing status by (unless such loss would not have a material adverse effect upon the operations or financial condition of the Borrower), appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower or any Guarantor, or any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a material alteration in the kind or type of Borrower's business or that of any Guarantor; (ii) the sale of substantially all of the business or assets of Borrower or any Guarantor, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower or any Guarantor, or more than 50% of the

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outstanding stock or voting power of or in any such entity in a single transaction or a series of related transactions; (iii) any acquisition that does not constitute a Permitted Acquisition or (iv) should Borrower or any Guarantor enter into documentation for any merger or consolidation; provided that any Guarantor may merge with any other Guarantor so long as the surviving entity is a Guarantor.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank may at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against Borrower's and Guarantors’ accounts without notice. Acceleration Upon Default. Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements; whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, if the Default is based upon a bankruptcy or insolvency proceeding commenced by or against Borrower, any Guarantor or endorser of this Note, all Obligations (other than Obligations under any swap agreement as referenced above) shall automatically and immediately be due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and each other person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of Borrower and other such person, and without affecting the liability of Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the conse nt of Borrower which increases the burdens of Borrower without the consent of Borrower.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable

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Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement, the terms of this Note shall control. Security Interest. Except as prohibited by law, Borrower and Guarantors grant Bank a security interest in the collateral described in the Security Agreement of even date herewith, as amended. Swap Agreements. All swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or its affiliates are independent agreements governed by the written provisions of said swap agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in said written swap agreements, and any payoff statement from Bank relating to this Note shall not apply to said swap agreements unless expressly referred to in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service o r certified mail to the Borrower's address shown above or such other address as provided hereunder, and to Bank, if in writing and, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service or certified mail to Bank’s office address shown above or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid.

Plural; Captions. All references in the Loan Documents to Borrower, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion and if requested by Borrower, make other advances which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Joint and Several Obligations. Each entity executing this Note is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time.