BRIDGE LOAN AGREEMENT

Exhibit 4.2

BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT ("Loan Agreement") is dated as of November 3, 2006, by and between Elite FX, Inc., a Florida corporation, having an office at 140 NE 4th Avenue, Suite C Delray Beach, FL 33483 ("Elite"), and Vector Ventures Corp., a Nevada corporation, having an office at Analipseos 30 Apt. #25, 52236 Panorama, Thessaloniki, Greece ("Vector").

W I T N E S S E T H

WHEREAS, Elite wishes to induce Vector to loan to Elite, and Vector is willing to loan to Elite, subject to the terms and conditions set forth herein, Two Hundred and Fifty thousand (US$ 250,000) United States Dollars.

NOW, THEREFORE, for and in consideration of the premises and the mutual agreement contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    1. LOAN. Subject to the terms and conditions set forth herein, Vector shall loan to Elite Two Hundred and Fifty Thousand (US$ 250,000) United States Dollars (the "Loan") in one installment, by delivery of such amount to Elite in U.S. funds by wire transfer to an account designated by Elite.

    2. NOTE. The terms of the Loan shall be set forth in and evidenced by a Secured Promissory Note in substantially the form attached hereto as Exhibit A in the aggregate amount of Two Hundred and Fifty Thousand (US$ 250,000) United States Dollars, payable to the order of Vector or its assignees (the "Note").

    3. MUTUAL DELIVERIES.

        (a) Upon the delivery by Vector of the loan proceeds as provided in Section 1 above, Elite shall deliver to Vector the Note.

        (b) Elite shall also deliver, or cause to be delivered, the original or execution copies of the following instruments and agreements duly executed by all parties thereto other than Vector (together with the Note - the "Related Agreements"):

1. this Agreement;
2. the promissory note in the Form annexed as Exhibit "A";
3. the Security Agreement in the Form annexed as Exhibit "B"; and
4. the opinion of counsel in the form annexed hereto as Exhibit "C".

    4. REPRESENTATIONS AND WARRANTIES OF ELITE. Elite represents and warrants to Vector that:

        (a) Elite has the corporate power and authority to enter into this Loan Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Elite of this Loan Agreement and the Related Agreements and the consummation by Elite of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Elite. This Loan Agreement and the Related Agreements have been duly executed and delivered by Elite and constitute valid and binding obligations of Elite enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable).

        (b) The execution, delivery and performance by Elite of this Loan Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on Elite which breach or default could reasonably be expected to have a material adverse effect on Elite.

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        (c) Elite is in material compliance with all applicable laws, regulations, judgments, decrees and orders material to the conduct of its business.

        (d) There is no pending, or to the knowledge of Elite, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Loan Agreement or the Related Agreements or which involves Elite and which if adversely determined, could reasonably be expected to have a material adverse effect on Elite.

        (e) No consent or approval of, or exemption by, or filing with, any party or governmental or public body or authority is required in connection with the execution, delivery and performance under this Loan Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder.

        (f) Elite has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its formation. Elite is duly qualified and licensed and in good standing as a corporation in each jurisdiction in which its current ownership or leasing of any properties or its ownership or leasing of any properties or the character of its operations as currently conducted requires such qualification or licensing, except where the failure to be so qualified would not have a material adverse effect on Elite. Elite has all power and authority, and has obtained all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies necessary to own or lease its properties and conduct its business other than those authorizations, approvals and such other documents the lack of which could not reasonably be expected to have a material adverse effect on Elite.

        (g) The execution, delivery and performance of this Agreement by Elite and the Related Agreements to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of Elite's corporate formation documents, (ii) violate, conflict with or result in the material breach of any of the terms of, result in a material modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Elite is a party or by or to which Elite or any of Elite's assets or properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which Elite, or the assets or properties of Elite are bound, (iv) to Elite's knowledge, violate any statute, law or regulation.

        (h) There has been no material change in the capitalization, assets, or liabilities of Elite since the issuance of the financial statements, for the period ending September 30, 2006, delivered to Vector.

    5. REPRESENTATIONS AND WARRANTIES OF VECTOR. Vector hereby represents and warrants to Elite that:

        (a) Vector has the corporate power and authority to enter into this Loan Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Vector of this Loan Agreement and the Related Agreements and the consummation by Vector of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Vector. This Loan Agreement and the Related Agreements have been duly executed and delivered by Vector and constitute valid and binding obligations of Vector, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable).

        (b) The execution, delivery and performance by Vector of this Loan Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on Vector.

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        (c) There is no pending, or to the knowledge of Vector, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Loan Agreement or the Related Agreements.

        (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Loan Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder.

    6. COVENANTS OF ELITE. Elite covenants and agrees that, so long as the Note shall be outstanding, except as otherwise required under the Related Agreements, Elite shall:

        (a) Promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, before the same shall become in default as well as all lawful material claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that it shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and Elite shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested.

        (b) Pay, or cause to be paid, all material debts and perform, or cause to be performed, all material obligations promptly and in accordance with the respective terms thereof.

        (c) Implement and maintain a standard system of accounting in accordance with generally accepted accounting principles ("GAAP").

        (d) Provide to Vector the following:

1. as soon as available after the end of each fiscal year of Elite, a consolidated balance sheet of Elite as at the end of that fiscal year and the related statement of earnings, stockholders' equity and changes in financial position of Elite for such fiscal year, in accordance with GAAP and audited by independent certified public accountants of recognized standing; and
2. as soon as available and in any event within ninety (90) days after the end of each of the first three quarters of each fiscal year (commencing the quarter ending September 30, 2006), an unaudited consolidated balance sheet of Elite as of the end of that quarter, and the related unaudited statement of earnings of Elite for the period from the beginning of that fiscal year to the end of that quarter, certified by the principal financial officer of Elite as having been prepared in accordance with GAAP, subject to normal year-end adjustments.

        (e) Do, or cause to be done, all things that may be necessary to:

1. maintain its due organization, valid existence and good standing under the laws of its state of formation;
2. preserve and keep in full force and effect all qualifications, registrations and licenses in those jurisdictions in which the failure to do so could or would have a material adverse effect;
3. maintain its power or authority to carry on its business as now conducted; and
4. use its best efforts to keep available the services of its key present employees and agents and maintain its current relations with suppliers, customers, distributors and joint venture partners (subject to the business judgment of executive management).

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        (f) At all times maintain, preserve, protect and keep material property used and useful in the conduct of its business in good repair, working order and condition (subject to normal wear and tear), and from time to time make all needful and proper repairs, renewals, replacements, betterment and improvements thereto, so that the business carried on in connection therewith may be properly conducted at all times.

        (g) Keep adequately insured all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations.

        (h) At all reasonable times upon Vector's request and upon advance notice to Elite and for good reason, permit representatives designated by Vector to have access to the books and records relating to the operations and procedures of Elite (subject to execution of confidentiality undertakings).

        (i) Not assume, guaranty or otherwise, directly or indirectly, become liable or responsible for the obligations of any other person or entity, except for 75% or greater owned subsidiaries, for the purpose of paying or discharging the obligations of such person or entity unless such guarantees relate to the business of Elite, are incurred in the ordinary course of its business and do not exceed in the aggregate $100,000.

        (j) Not consolidate with or merge with or into any entity or sell, lease, transfer, exchange or otherwise dispose of any material part of its properties and assets except in the ordinary course of business, however, Elite may engage in any of the foregoing transactions with a parent or subsidiary of Elite so long as such parent or subsidiary is no less creditworthy than Elite and such parent or subsidiary assumes the obligations of Elite hereunder.

        (k) To use the Loan for general corporate purposes subject to approval by Vector, which approval shall not be unreasonably withheld.

    7. ASSIGNMENT. This Loan Agreement and the Related Agreements may be assigned by Vector to transferees or assignees of the Note, provided that Elite consents to the assignment, which consent will not be unreasonably withheld, and that Elite is, prior to or simultaneously with such transfer, furnished with written notice of the name and address of such transferee or assignee, and such assignee agrees in writing to be bound by the terms hereof and provided further that, if the Note is only assigned or transferred in part, then such assignment shall only be made in part on an appropriate proportionate basis. If there is a conflict between this provision and any provision of the Related Agreements, this provision shall govern.

As a condition to any such assignment, the assignee shall warrant, represent and acknowledge to Elite and to Vector that:

1. such assignee has adequate means of providing for its current needs and possible contingencies;
2. such assignee has had an opportunity to ask questions of and receive answers from Elite concerning its investment as evidenced by the Loan to Elite, and all such questions have been answered to its full satisfaction;
3. such assignee has received no representations and warranties from Elite other than those otherwise set forth herein;

    8. NOTICES. Notices and other communications provided for herein shall be in writing (which shall include notice by facsimile transmission) and shall be delivered or mailed (or if by graphic scanning or other facsimile communications equipment of the sending party hereto, delivered by such equipment), addressed as follows:

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or to such other address as a party may from time to time designate in writing in accordance with this section. All notices and other communications given to any party hereto in accordance with the provisions of this Loan Agreement shall be deemed to have been given, when delivered if delivered by hand, when transmission confirmation is received if telecopied, three (3) week days after mailing if mailed, and two (2) business days after deposit with an overnight courier service if delivered by overnight courier. Notwithstanding the foregoing, if a notice or other communication is actually received after 5:00 p.m. at the recipient's designated address, such notice or other communication shall be deemed to have been given the later of (i) the next business day or (ii) the business day on which such notice or other communication is deemed to have been given pursuant to the immediately preceding sentence.

    9. SEVERABILITY. If a court of competent jurisdiction determines that any provision of this Loan Agreement is invalid, unenforceable or illegal for any reason, such determination shall not affect or impair the validity, legality and enforceability of the other provisions of this Loan Agreement. If any such invalidity, unenforceability or illegality of a provision of this Loan Agreement becomes known or apparent to any of the parties hereto, the parties shall negotiate promptly and in good faith in an attempt to make appropriate changes and adjustments to such provision specifically and this Loan Agreement generally to achieve as closely as possible, consistent with applicable law, the intent and spirit of such provision specifically and this Loan Agreement generally.

    10. EXECUTION IN COUNTERPARTS. This Loan Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same Loan Agreement.

    11. COSTS. Elite shall pay all fees and disbursements (including reasonable attorneys fees) of Vector with respect to the enforcement of this Agreement and the Related Agreements.

    12. GOVERNING LAW. THIS LOAN AGREEMENT AND THE VALIDITY AND ENFORCEABILITY HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE

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AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED IN THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN (THE "NEW YORK COURTS"). EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY TERM THE LOAN AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR SUCH NEW YORK COURTS ARE IMPROPER OR INCONVENIENT VENUE FOR SUCH PROCEEDING.

IN WITNESS WHEREOF, the parties have executed this Bridge Loan Agreement as of the date first written above.

ELITE FX, INC.

/s/ Steve Haley

By:                                                                    
Name: Steve Haley
Title: Chief Executive Officer

 

VECTOR VENTURES CORP.

/s/ Kristian Kostovski

By:                                                                   
Name: Kristian Kostovski
Title: President and CEO

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Exhibit "A" to Bridge Loan Agreement

FORM OF NOTE

THIS NOTE HAS NOT 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 NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No. 11-03-2006 US $250,000

ELITE FX, INC.

10% SECURED NOTE DUE MAY 3, 2007

THIS Note is one of a duly authorized issue US$ 250,000 of ELITE FX, INC., a corporation organized and existing under the laws of the State of Florida ("Elite") designated as its 10% Secured Note.

    FOR VALUE RECEIVED, Elite promises to pay to Vector Ventures Corp. the registered holder hereof (the "Holder"), the principal sum of Two Hundred and Fifty Thousand United States Dollars (US $250,000) on the earlier of: (a) May 3, 2007 (6 months from date of issuance) or (b) closing of a share purchase agreement/agreement and plan of merger agreement between Elite, Vector, and a wholly owned subsidiary of Vector, and to pay interest on the principal sum outstanding from time to time in arrears on May 3, 2007 (the "Maturity Date"), at the rate of 10% per annum accruing from the date of initial issuance of this Note (the "Issue Date"). Accrual of interest shall commence on the first such business day to occur after the date hereof and shall continue until payment in full of the principal sum has been made or duly provided for. The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address last appearing on the Note Register of Elite as designated in writing by the Holder from time to time. Elite will pay the principal of and interest upon this Note on the Maturity Date, less any amounts required by law to be deducted, to the registered holder of this Note as of the tenth day prior to the Maturity Date and addressed to such holder at the last address appearing on the Note Register. The forwarding of such check shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such check plus any amounts so deducted.

    This Note is subject to the following additional provisions:

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

    2. This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, Elite may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and 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, Elite and any agent of Elite may treat the person in whose name this Note is duly registered on Elite'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 Elite nor any such agent shall be affected by notice to the contrary.

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    3. Subject to the terms of the Bridge Loan Loan Agreement dated as of November 3, 2006 (the "Agreement") between Elite and the Holder (or the Holder's predecessor in interest), no provision of this Note shall alter or impair the obligation of Elite, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of Elite.

    4. 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 incorporator, shareholder, officer or director, as such, past, present or future, of Elite 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.

    5. The Holder of the 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 except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

    6. This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdiction.

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

1. Elite shall default in the payment of principal or interest on this Note and same shall continue for a period of five (5) days; or
2. Any of the representations or warranties made by Elite herein, in the Agreement, or in any certificate or financial or other written statements heretofore or hereafter furnished by Elite in connection with the execution and delivery of this Note or the Agreement shall be false or misleading in any material respect at the time made; or
3. Elite shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of this Note (as defined in the Agreement, which term includes 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
4. Elite 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
5. A trustee, liquidator or receiver shall be appointed for Elite or for a substantial part of its property or business without its consent and shall not be discharged within ninety (90) days after such appointment; or
6. 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 Elite and shall not be dismissed within ninety (90) days thereafter; or
7. Any money judgment (other than as set forth on Schedule 4(d) to the Agreement), writ or warrant of attachment, or similar process in excess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against Elite or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of ninety (90) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or
8. 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 Elite and, if instituted against Elite, shall not be dismissed within ninety (90) days after such institution or Elite 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

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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 the Redemption Amount of this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, 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.

    9. 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 shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of Elite, unless and to the extent converted in accordance with the terms hereof.