Exhibit 10.16 Bridge Loan Agreement

Exhibit 10.16

Bridge Loan Agreement is entered into the day of February 2008 set forth on the signature page of this Bridge Loan Agreement (the “Bridge Loan Agreement”) between IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”) and the individual, firm or entity listed on the last page of this Bridge Loan Agreement (the “Lender”). The Lender and the Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS , the Borrower desires to borrow up to an aggregate of $1,650,000 (the “Total Bridge Loan”) from the Lender and all other similarly situated lenders who enter into Bridge Loan Agreements with the Borrower (collectively the “Lenders”) to meet the immediate working capital needs of the Borrower; and

WHEREAS , Borrower desires to borrow the pro rata portion of the Total Bridge Loan set forth on the last page of this Bridge Loan Agreement (the “Loan Amount”) from the Lender; and

WHEREAS , the Borrower intends to repay the Loan Amount out of the proceeds expected to be realized by the Borrower from a $5,000,000 permanent financing private offering planned by the Borrower (the “Private Offering”) or to sooner prepay the Loan Amount on the terms and conditions set forth in Section 1.5 below; and

WHEREAS, the Lender together with all other similarly situated Lenders, each of whom shall participate in the Total Bridge Loan on a pro rata and pari passu basis and who shall each execute his or its own bridge loan agreement and annexed promissory note with the Borrower are collectively willing to lend the Total Bridge Loan to the Borrower.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained, the receipt and adequacy of which is hereby acknowledged and accepted, the Parties hereby agree as follows:

1.1 The Bridge . The Lender hereby agrees to lend the Loan Amount to the Borrower and the Borrower hereby accepts the Loan Amount from the Lender and agrees to repay the same in lawful money of the United States of America. The Loan Amount shall be evidenced by a nine month promissory note bearing interest at the rate of Twelve and 99/100 (12.99%) percent per annum on an actual day/360 day basis and payable on the Due Date (as that term is defined below), in the form annexed hereto as Exhibit “A” and hereby incorporated herein by reference (the “Note”). The Note shall be duly executed by the Borrower and delivered to the Lender simultaneously with the execution of this Bridge Loan Agreement.

1.2 Due Date . The Loan Amount shall be due and payable on the earlier of: (i) nine months from the date of this Bridge Loan Agreement; or (ii) the closing of the Private Offering (the “Due Date”).

1.3 Payments and Prepayments . The Borrower shall not be entitled to re-borrow any prepaid Loan Amount or other costs or charges. All payments made pursuant to this Bridge Loan Agreement shall be first applied to accrued and unpaid interest, then to any lien or other proper charges under this Bridge Loan Agreement and finally to the aggregated principal balance of the Loan Amount. Absent the foregoing, interest on the Loan Amount shall be due and payable in one lump sum on the Due Date.

1.4 Closings . The closing of the Bridge shall take place simultaneously with the execution of this Bridge Loan Agreement via facsimile. Simultaneously with the execution of this Bridge Loan Agreement, the Lender shall deliver the Loan Amount to the Borrower via the Lender’s personal check, by federal wire transfer or such other manner as shall be mutually agreed upon between the Borrower and the Lender (the “Closing”). At the Closing, the Borrower shall deliver: (i) this Bridge Loan Agreement duly executed by the Borrower; (ii) the Note duly executed by the Borrower; and (iii) the Warrant described and defined in Section 1.5 below duly executed by the Borrower.

1.5 Call Option . The Borrower shall have the exclusive and non-transferable right and option at any time following the Conditions Precedent (as that term is defined below in this Paragraph 1.5) to demand that the Lender surrender the Note to the Borrower for prepayment of the outstanding principal and accrued interest due thereunder (the “Call Option”). The Borrower cannot exercise the Call Option and prepay the Note until and unless it furnishes the Lender with 45 days advanced written notice of the Borrower’s exercise of the Call Option (the “Call Option Notice”). The Call Option Notice, which must set forth evidence of compliance with the Conditions Precedent, shall set a closing date not later than five business days after the date of the Call Option Notice where the Borrower shall repay the Note in full (the “Call Option Closing”). At the Call Option Closing, the Lender shall surrender the original Note to the Borrower against good funds representing full amount of unpaid principal of the Note and all accrued interest due thereunder.

The Borrower’s right to exercise the Call Option, to issue a Call Option Notice and prepay the Note is and shall be explicitly conditioned upon the following two conditions: (i) the last sale price (i.e., the closing bid price for the Borrower’s Common Stock in the Pink Sheet market or the OTC Bulletin Board market as reported by the Pink Sheets, LLC, NASDAQ or similar publisher of such quotations) for 20 consecutive trading days shall be $1.35 or greater; and (ii) a minimum average daily trading volume of 50,000 shares during such 20 day trading period (collectively the “Conditions Precedent”). The Call Option Notice shall be mailed to the Lender at its, his or her address appearing in the Agreement with a copy sent via email to the email address appearing in the Agreement and shall be effective as of the day sent. The Lender shall have the absolute right to convert all or any portion of the Note at any time prior to repayment by the Borrower without regard to or compliance with the Call Option.

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1.6 Additional Consideration . As additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows:

A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following:

1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion.

2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and

3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof.

B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

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2.1 Overview . The Borrower is a Denver based company with 15 employees and approximately 428 stockholders. The Borrower’s Common Stock currently trades in the Pink Sheets under the symbol IPZI.PK. Following the approval of the Commission of the Borrower’s Registration Statement on Form 10 (hereinafter described in Section 3 below) and the approval after final review of the Financial Industry Regulatory Authority (“FINRA”) to the Form 211 application of a registered broker dealer for the commencement of trading, the Borrower expects that its Common Stock will be approved for trading on the OTCBB Market.

A. As set forth in greater detail in Exhibit “C”, Summary Description of Business annexed to this Bridge Loan Agreement, the Borrower is a broadband voice and data service provider to the cable industry and to business customers nationwide. The Borrower utilizes broadband data access (including cable system networks and the Internet) to furnish a suite of voice and data communications services. The Borrower is often referred to as a hosted provider because it serves as a single point of contact to its cable system operator and small business customers, “hosting” various desired Internet Protocol (“IP”) based communications services.

2.2 Recent Events . The Borrower recently attracted 35-year cable industry veteran Ron Pitcock as Chairman and Chief Executive Officer pending the closing of the Private Offering. In addition, the Borrower has attracted three designees for the board of directors and one nominee for Chief Financial Officer with significant experience in providing services to the communications industries (See Section 7 “Management” on page 8). The Borrower has recently completed a service agreement with Level 3 Communications, Inc. (“Level 3”) and a reseller agreement with C-COR (“C-COR,” currently being acquired by Arris Group Inc.). The Borrower believes that it has assembled the right industry relationships along with its VoIP product, to successfully serve the unmet needs of cable systems located in smaller geographic markets to offer VoIP phone service to their existing cable subscribers.

2.3 Service to Cable Operators . The Borrower provides voice-over-internet (“VoIP”) telephony service for the commercial and residential customers of cable system operators. The Borrower’s service agreement with Level 3, a national broadband backbone provider, allows the Borrower to offer its cable system customers carrier-grade broadband access anywhere in the country, and with the ability for their voice customers to terminate calls anywhere in the world.

A. While large cable operators have begun offering VoIP telephony in major United States cities, few operators currently have a voice product available in smaller “Tier 2” and “Tier 3” markets.

B. The Borrower’s proven technology works seamlessly on broadband networks worldwide, including those offered by cable companies.

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C. This allows cable operators to use the Borrower’s voice service for their customers to complete the “triple play” bundle of video, data and voice.

D. The Borrower can also provide fully-supported hosted VoIP services to the “Big Three” cable operators in major “Tier 1” metropolitan markets by focusing on the mix of commercial services SMBs require, while helping the “Big Three” multiple system operators (“MSOs”, including Time Warner Cable, Comcast Cable Communications and Cox Communications) to better penetrate the commercial market.

2.4 Service to Business Customers : The Borrower’s business customers use their broadband connection (including cable-delivered broadband) to the Internet to reach our gateway servers (that is, a means of electronically managing and routing calls) which then directs their call to a national broadband network to connect to any phone at any destination in the world.

A. The Borrower’s voice and network services help our business customers save money on their communications costs, reduce technical complexity, and increase business productivity.

2.5 The Borrower’s Business Development is Directly Assisted by Major Industry Partners . The market for cable-delivered VoIP is projected by the Cable & Television Association for Marketing (“CTAM”) to be 21 million subscribers, representing $8.1 billion in industry revenue by 2010. Through the Borrower’s service agreements with a national network provider and a cable technology provider, the Borrower has the opportunity to more quickly reach cable operators and SMB customers nationwide. The Borrower anticipates serving over 50,000 VoIP subscribers by year-end 2008.

On September 26, 2007, the Borrower filed a Registration Statement on Form 10-SB with the Commission (the “Form 10”), the text of which is hereby incorporated herein by reference. By virtue of the Lender’s initials in the separate box set fort on the signature page of this Bridge Loan Agreement, the Lender hereby represents to the Borrower that: (i) the Lender is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act; (ii) the Lender is familiar with a Registration Statement on Form 10-SB; and (iii) the Lender has been furnished with the opportunity to receive a copy of the Form 10 from the Borrower together with such other information and documentation as the Lender has requested to satisfy the Lender’s due diligence needs with respect to the Loan Amount and the risks associated therewith, particularly the risks set forth under the caption “Risk Factors” in the Form 10 as set forth in Section 4 below.

An investment in the Borrower involves a high degree of risk and should be considered only by a Lender who can sustain the loss of the Lender’s entire investment. Accordingly, and by virtue of the Lender’s initials in the separate box set fort on the signature

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page of this Bridge Loan Agreement, the Lender hereby represent that, prior to the signing of this Bridge Loan Agreement, the Lender have read the 26 risk disclosures contained under the caption “Risk Factors” set forth starting on page 23 of the Form 10 as well as the following special risks:

4.1 Possible Undercapitalization . This Offering is being made by the Borrower on a strictly “best efforts” basis. There is no minimum amount of Total Bridge Loans that must be advanced by the Lenders nor are there any escrow provisions or protection. All funds received from investors will be deposited in the Borrower’s operating account and immediately utilized for working capital purposes. In the event insufficient capital is available through the Private Offering, there can be no assurance that additional capital will be available when needed, and the Borrower may be deemed to be undercapitalized and may be unable to implement or to carry out its business plan. While management believes that it will be successful in raising the capital contemplated by the Private Offering, there can be no assurance thereof. In the event the Borrower is undercapitalized, the risk of failure will, in all probability, be borne primarily by the purchasers of the Lenders;

4.2 Amendments to Rule 144 . On November 15, 2007 the Commission adopted changes to Rule 144 which among other things, shorten the holding period for restricted (i.e., unregistered) shares of publicly owned companies from one year to six months. There can be no assurance that the Borrower will have registered the Conversion Shares or the Warrant Shares issuable upon conversion of the Bridge Loans or the exercise of the Warrant in the Registration Statement prior to August 2008 when the same will become eligible for sale under Rule 144 or that the Borrower will then be in compliance with the public information requirements of Rule 144 necessary to allow the Lender’s use of Rule 144;

4.3 Insolvency of the Borrower . As of the date of this Bridge Loan Agreement, the Borrower may legally be deemed to be insolvent in that its liabilities exceed its assets, it has a negative shareholder equity balance, has outstanding liabilities that cannot presently be met by its revenues, and has effectively no market value as a “Pink-Sheet” traded company;

4.4 OTCBB Trading . The listing of the Borrower’s Common Stock on the OTCBB Market and the commencement of trading thereon will be dependent upon both the Commission’s final review of the Form 10 and the final review of the Financial Industry Regulatory Authority (“FINRA”) to the application of a registered broker dealer for the commencement of trading on the OTCBB Market (the “Form 211”). The Form 10 automatically became effective on November 25, 2007 (60 days after filing) despite the fact that the Borrower has not finished responding to all of the Commission’s comments; and the Form 211 will not become effective until the submitting broker dealer is finished responding to the comments of FINRA. Accordingly, the Borrower can offer no assurance as to when, if ever, that its Common Stock will commence trading on the OTCBB Market; and

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4.5 “ Stale” Financial Information . The selected financial information set forth below in Section 5 is as of June 30, 2007 and not September 30, 2007 as would normally be the case for a company whose Form 10 Registration Statement became effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since the Form 10 did not become effective under the Exchange Act until November 25, 2007, the Borrower was not required to file a Quarterly Report on Form 10-QSB for the three and nine months ended September 30, 2007; and its next required filing will be its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, containing audited financial statements for the two fiscal years then ended. Accordingly, the Lenders will be making their investment decision to invest in the Borrower based upon what would normally be deemed to be “stale” financial statements. In the absence of reviewed financial statements for the three and nine months ended September 30, 2007, the Lenders will be relegated to relying upon the verbal assurance of the Borrower’s management that the Borrower’s financial condition has not materially degenerated during this period.

Comparison of the year ended December 31, 2006 to the year ended December 31, 2005 .

The following data summarizes the Borrower’s statements of operations for the years ended December 31, 2005 and 2006. The information presented below was derived from audited financial information.

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Comparison of the six months ended June 30, 2007 to six months ended June 30, 2006 .

The following table summarizes the results of the Borrower’s operations for the six months ended June 30, 2006 and 2007. The information presented below and in the following discussion was derived from unaudited financial information. In the opinion of the Borrower’s management, the unaudited financial statements include all adjustments, consisting only of normal, recurring adjustments that management considers necessary for a fair statement of the results of that period. The Borrower’s historical results are not necessarily indicative of the results to be expected in any future period.

The Borrower will make its full audited and unaudited financial statements available to the Lender upon the Lender’s written request. The Borrower’s historical results are not necessarily indicative of the results to be expected in any future period.

The Borrower’s capitalization is comprised of 70,000,000 shares of Common Stock, of which 12,942,242 shares are outstanding (exclusive of an aggregate of 4,738,430 shares of Common Stock issuable upon exercise of outstanding options and warrants, 2,582,762 shares of Common Stock issuable upon conversion of outstanding convertible debt and 803,079 shares of Common Stock issuable upon conversion of outstanding Series A and Series B Preferred Stock; and 10,000,000 shares of Preferred Stock, $.001 par value per share, (“Preferred Stock”), of which 513,079 shares in two classes are outstanding as of the date of this Bridge Loan Agreement.

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If all of the Notes are converted, the 3,666,667 Conversion Shares will represent an approximate 22% equity interest in the Borrower’s outstanding shares of Common Stock. If all of the Warrants are exercised, the 825,000 Warrant Shares will represent an approximate 4.7% equity interest in the Borrower’s outstanding shares of Common Stock. The combined 4,491,667 Conversion and Warrant Shares will represent an approximate 25.8% equity interest in the 17,433,909 shares of the Borrower’s Common Stock that will then be issued and outstanding.

The following table provides information regarding the individuals who presently comprise and who are expected to comprise the Borrower’s executive officers and directors following the closing of the Private Offering:

The principal occupations for the past five years (and, in some instances, for prior years) of each of the Borrower’s executive officers, executive officer designees, directors and director nominees are as follows:

Ron Pitcock joined the Borrower as a consultant and advisor in April 2007 pending his election as Chairman and Chief Executive Officer following the Borrower’s receipt of the Total Bridge Loan. Mr. Pitcock is a successful technology entrepreneur, who brings 35 years of cable and communications experience to the Borrower principally as a chief executive officer or as head of the business. From 1997 through 2000, he founded and took public High Speed Access Corporation, a publicly owned Delaware corporation (NASDAQ: HSAC). High Speed Access Corporation was a leading provider of high-speed internet access via cable modem to residential and commercial end users in exurban areas with an eventual market cap of $2.5 billion. Mr. Pitcock was employed in increasingly responsible positions including Vice Chairman and former Chief Executive Officer, President and Chief Operating Officer. Prior to 1997, and since 1990, he was employed by Antec Corp., a publicly owned Delaware corporation (Nasdaq: ANTC) a wholly owned subsidiary of Anixter International and a developer, manufacturer and distributor of optical

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and radio frequency transmission equipment for broadband communications systems and developer of emerging opportunities in the cable television and telecommunications industry. Mr. Pitcock was employed in increasingly responsible positions including Executive Vice President of Antec’s TeleWire Division with $230 million in sales where he was responsible for business forecasting, expense control, sales and marketing programs, new product development and corporate re-engineering. Prior thereto since 1980, he was employed by Anixter Brothers, then a privately owned Illinois corporation that was subsequently acquired by Sam Zell of Intel Corporation and became Anixter International (NYSE: AXE), the world’s leading supplier of communications products with 7,500 employees and $4.9 billion in 2006 revenue. Mr. Pitcock was employed in increasingly responsible positions including Regional Vice President where he was responsible for growing the Midwest Region sales from $5 million to $100 million. From 1974 through 1980, Mr. Pitcock was engaged in the cable television industry including serving as Vice President and General Manager of Comsec Corporation, a privately owned cable television company in Corpus Christi, Texas that developed a six town franchise that was sold to Telecommunications, Inc.; and Regional Engineer and Chief Technician for Contental Cablevision, a privately owned cable television system in Dover, New Hampshire. He received a Bachelor of Business Administration degree from Corpus Christi State University (now part of Texas A&M University) in Corpus Christi, TX in 1978 and a Master of Science degree in Telecommunications from the University of Denver in 1992. Mr. Pitcock entered the army in 1967 as an enlisted man and exited in 1974 as a Major. During his enlistment he served in the United States, Ethiopia, and Vietnam.

Clinton J. Wilson was a co-founder of the Borrower in May 2003 and served as the Borrower’s Executive Vice President of Corporate Development until June 2004 when he was elected to the Borrower’s Board of Directors and until April 2005 when he was elected President. He was elected Chief Executive Officer in May 2006 to fill the vacancy created by the resignation of John R. Evans from that position. Mr. Wilson has more than 26 years of senior sales and marketing management experience. In 2001, Mr. Wilson was president of InDigiNet, Inc., a Denver based data networking solutions provider. Prior to this engagement, he was the senior vice president and general manager of AuraServ Communications, a venture-backed VoIP service platform for business clients. Between 1997 and 2000, Mr. Wilson was a vice president for Convergent Communications, Inc. From 1992 to 1997, Mr. Wilson was the vice president of sales for ICG Communications, Inc. His industry experience also includes positions with both MCI and AT&T. He earned his Bachelor of Science degree in Finance and Marketing from the University of Colorado at Boulder.

Robert T. Flood has been the Borrower’s Chief Technology Officer since August 2004, and was a director from 2004 to 2005. Mr. Flood has more than 30 years of technical leadership experience within the telecommunications industry. In 2001, he founded and became Chief Executive Officer and Chief Technology Officer of Virginia-based Pingtone Communications, Inc. (“Pingtone”), a telephone service company which supplied IP telephony services to desktop and permitting customers. From 1999 to 2001, Mr. Flood was Chief Information Officer and Chief Technology Officer for Cable & Wireless Global, an international communications carrier with operations in more than 70 countries. From 1993 to 1999, Mr. Flood served as Senior Vice-President of Engineering and Chief Technology Officer for ICG Communications, Inc. Beginning in 1974, Mr. Flood worked at Centel (“Centel”), a local telephone service provider that was acquired by Sprint in 1992. In 1988, Mr. Flood became the General Engineering Manager for Centel’s Nevada and Texas territories. Mr. Flood received a Bachelor of Arts degree in Economics from the University of Nebraska and a Master’s degree in Economics from the University of Nevada-Las Vegas. He has participated in the Kellogg Executive Development Program at the J.L. Kellogg Graduate School of Management at Northwestern University in Chicago. Mr. Flood has authored two books on IP telephony.

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Adam Nichols joined the Borrower as a consultant and advisor in April 2007 pending his nomination as Chief Financial Officer following the closing of the Private Offering. Mr. Nichols brings 18 years of corporate finance and accounting experience to the Borrower. Prior to joining the Borrower, and since April 2005, he served as Chief Financial Officer for Guardian Holdings, Inc., a privately owned a retail mortgage banking and provider of Internet based document preparation in Denver, Colorado where he was instrumental in developing and/or implementing several innovative systems including key business metrics, budgeting and forecasting processes, a business intelligence system utilizing data warehousing technology and expense reduction strategies. Prior and since 1994, he was employed by ICG Communications, Inc., a regional telecommunications provider that was acquired by Level 3 Communications, Inc., in 2006 for $163 MM (“ICG”) in increasingly responsible positions including the Director of Finance. At ICG he developed and implemented the process and financial models used to evaluate capital expenditures which exceeded $100MM annually and led implementation of a data warehouse designed to provide timely and accurate information on the Company’s revenue ($600MM annually). Prior to joining ICG, and since 1994, he served as Assistant Controller for ABC Companies, Inc, a privately owned receivable management and commercial debt collection services company where he developed and implemented process improvements to eliminate inefficiencies, improve accuracy and reduce costs through lower headcount and reduced overtime. From 1993 to 1994, he was employed as a senior auditor by DuPont (E. I. du Pont de Nemours and Company). From 1988 to 1993, he was a Senior Analyst for the Rocky Mountain Oil and Gas Exploration and Production Division of DuPont. Mr. Nichols received a Bachelor of Business Administration degree in Finance from New Mexico State University in 1987.

Board of Directors Nominees:

William R. Cullen is a nominee to the Borrower’s Board of Directors who is expected to be elected following the closing of the Private Offering. Mr. Cullen brings us over 35 years of hands on cable and communications experience including 25 years as President and 15 years as Chief Executive Officer. Since 2005, he has been the founder and CEO of Cullcom, LLC, a California based strategy and financial consultancy. From 1997 through 2004, he served as Chairman, President and Chief Executive Officer (previously the Executive Vice President, Chief Operating Officer and Chief Financial Officer) of Webb Interactive Services, Inc., (NASDAQ: WEBB), a publicly owned Colorado corporation then engaged in pioneering high speed Internet services in the cable industry and developing and marketing Internet-based commerce and communications services and presently in the development of extensible instant messaging/presence software and products. From 1994 through 1997, he served as the Chairman, Chief Executive Officer and co-founder of Access Television Network, Inc., a privately owned, Irvine, California based cable television system operator with 25 million subscribers. From 1992 to 1994, Mr. Cullen served as the President and Chief Executive Officer of the California News Channel operation of Cox Communications, Inc., a Big 3 multiple cable system operator. From 1983 to 1991, he was employed by United Artists Cable Corporation; a Los Angeles based multiple cable system operator, in increasingly responsible

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positions including Senior Vice President of the Southwest Division. From 1981 through 1983 he served as President of Tribune Cable of California, Inc., a cable television system operator. Mr. Cullen received a Bachelor of Arts degree in Economics from the University of Vermont in 1963. In addition to being a respected cable speaker and panelist, Mr. Cullen was Cable Television Business Magazine’s Marketing 1990 Executive of the Year and recipient of the California Cable Television Association’s Outstanding Leadership Award In 1991 and 1992. Mr. Cullen is qualified as an Audit Committee Financial Expert as that term is defined in Section 407 of the Sarbanes-Oxley Act of 2002, as amended.

Stanley F. McGinnis is a nominee to the Borrower’s Board of Directors who is expected to be elected following the Borrower’s receipt of the Total Bridge Loan. Mr. McGinnis is the Chief Executive Officer and principal stockholder of Secure Signals International, Inc., a Delaware corporation and successor to McGinnis Group International, LLC, a Colorado limited liability company, d/b/a Secure Signals International that he founded in 1987(“SSI”). SSI is a leading cable risk management company that developed an industry-unique theft of services program resulting in the collection of over $300 million in stolen signal revenue, the recovery of over 500,000 illegal devices and over 13,000 theft-of-service interrogations for its “Big 3” and other cable system clients. Mr. McGinnis, who has been active in the cable and satellite television industry for over 19 years, is a Certified Fraud Specialist, a Certified Fraud Examiner and a court certified expert witness for piracy. In addition to spearheading several national and regional piracy device investigations that resulted in multi-million dollar recoveries, he has recovered over $300 million for the cable industry during his career. Prior to his involvement with the SSI, he served as the President and Chief Operating Officer for four successful retail companies with locations nationwide. Mr. McGinnis is also a qualified expert witness in the areas of labor relations, employee defalcations, worker’s compensation fraud, wrongful terminations, sexual harassment, and bonding insurance claims. He attended the College of Marin in Kentfield, California for two years of criminal law courses and three years of law school at LaSalle University in Chicago.

Donald W. Prosser, CPA is a nominee to the Borrower’s Board of Directors who is expected to be elected following the Borrower’s receipt of the Total Bridge Loan. Mr. Prosser brings us over 30 years of experience in finance and accounting including over ten years as Chief Financial Officer of publicly owned corporations. Mr. Prosser was Chief Financial Officer for VCG Holding Corp. (NASDAQGM:VCGH), a publicly owned Colorado corporation engaged in ownership and operation of nightclubs that provide quality live adult entertainment and food and beverage services with a $160 million market cap from 2002 through September 2007 and served as Treasurer since 2003. From 1997 until his employment by VCG Holding Corp., Mr. Prosser served as CFO and director of three publicly traded companies: from 1997 to 1999, Chartwell International, Inc.(OTCBB: CWII), a publisher of high school athletic information and recruiting services; from 1999 to 2000, Inform Worldwide Holdings Inc. formerly Anything Internet Corporation (OTCBB: IWWI), a computer equipment and internet services provider; and from 2001 to 2002, NetCommerce, Inc., an Internet services provider, and Arête Industries, Inc. as director from 2003 to present. From 1992 through 1998, he served as a Managing Director of American Express Tax and Business Services, Inc., a wholly owned subsidiary of American Express

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Company. From 1975 through 1992, Mr. Prosser was engaged in public accounting as a senior manager and/ or partner in three CPA firms: FOX and Company (a national firm now Grant Thornton) 1975 – 1982; Idleberg & Hayes 1983 – 1987; and Pannell Kerr & Forester (a national firm) 1988 – 1992. Mr. Prosser received a Master of Arts degree in Taxation and a Bachelor of Arts degree in Accounting and History from Western State College of Colorado in 1975 and 1973, respectively. He has been a licensed Certified Public Accountant in the State of Colorado since 1975, and has maintained a private practice since 1992. Since 2003, he has served as a member of the Board of Director and as an Officer of the Western State College of Colorado Foundation. Mr. Prosser is qualified as an Audit Committee Financial Expert as that term is defined in Section 407 of the Sarbanes-Oxley Act of 2002, as amended.

In order to implement the operation of this Bridge Loan Agreement, the Parties hereby jointly and severally represent, warrant, covenant, agree and consent as follows:

8.1 Financial Condition of the Borrower . The Borrower has provided, or will provide as available, all material information regarding the financial condition of the Borrower as of the latest practicable date;

8.2 Authority . The Borrower and the Lender have full legal authority to enter into this Agreement and to perform the same in the time and manner contemplated;

8.3 Approval . This Agreement has been submitted to, ratified and approved by the Board of Directors of the Borrower and by the Lender in the manner required by the law of the Lender’s jurisdiction of residence;

8.4 Licenses, Etc . The Borrower shall comply with all applicable laws and regulatory requirements at all times. The Borrower shall obtain and maintain such authorizations, licenses, permits and other governmental or regulatory agency approvals as are required for the performance of this Bridge Loan Agreement;

8.5 Valid Issuance . The Warrant, the Warrant Shares and the Conversion Shares shall be when issued, duly and validly issued, fully paid and non-assessable;

8.6 Reservation . The Borrower shall reserve the Warrant Shares and the Conversion Shares for issuance upon the exercise of the Warrants and the conversion of the Note by the Lender;

8.7 Restricted Securities . The Lender acknowledges, accepts and understands that until and unless the same are registered under the Securities Act: (i) the Warrant Shares and the Conversion Shares will be “restricted securities” as that term is defined under the Securities Act; (ii) the Lender will be acquiring the Warrant Shares and the Conversion Shares solely for the Lender’s own account, for investment purposes and without a view towards the resale or distribution thereof; (iii) the Warrant Shares

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and the Conversion Shares will be subject of stop transfer orders on the books and records of the Borrower’s transfer agent and shall be imprinted with a standard form of restrictive legend; and (iv) any sale of the Warrant Shares or the Conversion Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Commission adopted thereunder;

8.8 Accredited Investor . As evidenced by the Lender’s completion of the individual questionnaire annexed hereto as Exhibit “D” or the entity questionnaire annexed hereto as Exhibit “E” and hereby incorporated herein by reference, the Lender is an “accredited investor” as that terms is defined in Regulation D of the Securities Act and as such: (i) has adequate means of providing for the Lender’s current needs and possible contingencies; (ii) is able to bear the economic risk of the Lender’s investment; (iii) is capable of evaluating the relative risks and merits of the Lender’ investment in the Borrower; (iv) can bear the economic risk of losing the Lender’s entire investment in the Borrower represented by the Loan Amount; (v) has not relied upon any oral statements or representations by the Borrower or its principals; (vi) understands the undercapitalized and speculative nature of the Borrower’s business as well as the uncertainties attendant upon the Borrower’s ability to reach profitability from its present insolvent status; and (vii) has consulted the Lender’ own financial, legal and tax advisors with respect to the economic, legal and tax consequences of the Lender’s investment in the Borrower;

8.9 Use of Proceeds . As indicated in the summary of use of proceeds set forth on Exhibit “F” annexed hereto and hereby incorporated herein by reference, the Borrower shall utilize an approximate $400,000 portion of the proceeds from the Bridge Loan to satisfy or compromise its federal withholding tax obligation to the Internal Revenue Service as its first order of priority; and

8.10 Sale or Merger . In the event that prior to the Lender’s conversion or full repayment of the Bridge Loan, the Borrower shall have been sold to, consummated a merger or have been acquired by a third party (a “Business Combination”), the Lender shall be entitled to receive an amount equal to the difference between $1.35 and the amount per share received by the Borrower in the Business Combination (the “Business Combination Payment”). The Business Combination Payment shall be paid to the Lender at the closing of the Business Combination (the “Business Combination Closing”) in cash, equity or debt instruments at the option of the Borrower. The Borrower shall furnish the Lender with ten days prior written notice of the Business Combination Closing; and the Borrower shall furnish the Lender with written notice of its intent to pay cash, equity or debt instruments prior to the date of the Business Combination Closing.

9.1 Events of Default . The occurrence of any of the following events shall be an event of default under this Agreement (“Events of Default”):

A. The material breach of any representation, warranty or covenant of the Borrower contained in