Pre-Bridge Loan Agreement

Exhibit 10.18

Pre-Bridge Loan Agreement (the “Pre-Bridge Agreement”) is entered into as of March 4, 2007 between Ron Pitcock, residing at 7654 Spirit Ranch Road, Golden, Colorado (the “Lender”) and IPtimize, Inc., a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”). The Lender and the Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS , Borrower desires to borrow up to $250,000, in one or several installments (the “Pre Bridge Loan”), to meet the immediate working capital needs of the Borrower prior to the Borrower’s implementation of a proposed $750,000 bridge loan (the “Bridge Loan”); and

WHEREAS, the Lender together with all other third party lenders, each of which shall participate in the Pre Bridge Loan on a pro rata and pari passu basis and who shall each execute its own Pre-Bridge Agreement with the Borrower (collectively the “Additional Lenders”) is willing to lend a portion of the Loan Amount 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 Pre Bridge Loan. The Lender and the Additional Lenders (hereinafter collectively referred to as the “Participating Lenders”) hereby agree to lend up to $250,000 to the Borrower and the Borrower hereby accepts Loan Amount (defined below) from the Participating Lenders and agrees to repay the same in lawful money of the United States of America. The final amount that shall ultimately be advanced to the Borrower by the Participating Lenders is hereinafter referred to as the “Loan Amount.” The Loan Amount shall be evidenced by a number of identical but separate promissory notes, each bearing interest at the rate of ten (10.0%) percent per annum on an actual day/360 day basis and payable on the Due Date (as that term is defined below), in the specimen form annexed hereto as Exhibit “A” and hereby incorporated herein by reference (collectively the “Notes”). The original Notes shall be duly executed by the Borrower and delivered to the Participating Lenders simultaneously with the execution of individual Pre Bridge Agreements.

1.2 Due Date . The Loan Amount shall be due and payable on the earlier of: (i) the closing of the Bridge Loan; (ii) one year from the date of this Agreement; or (iii) the receipt by each Participating Lender of Commission Income (as that term is defined in Section 1.5 below) equal to its pro rata portion of the Loan Amount (the “Due Date”).

1.3 Payments and Prepayments. Borrower shall not be entitled to re-borrow any prepaid Loan Amounts or other costs or charges. All payments made pursuant to this Pre Bridge Agreement shall be first applied to accrued and unpaid interest, then to any lien or other proper charges under this Pre Bridge 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 Pre Bridge Loan shall take place simultaneously with the execution of each of the individual Pre Bridge Agreement via facsimile. Simultaneously with the execution of each of the individual Pre Bridge Agreements, the Participating Lenders shall deliver their respective portion of the Loan Amount proceeds to the Borrower via Federal wire transfer or such other manner as shall be mutually agreed upon between the Borrower and the Participating Lender (the “Closings”). At each of the Closings, the Borrower shall deliver an original Pre Bridge Agreement duly executed by the Borrower.

1.5 Collateral Security . As collateral security for the Borrower’s repayment of the Loan Amount to the Participating Lenders (defined below), as evidenced by the filing of the UCC-1 Financing Statement as described in Section 1.6 below, and until the Loan Amount has been repaid, the Borrower hereby covenants and agrees that its President, Clinton J. Wilson and/or such other executive officers or employees designated by him and indicated to the Participating Lenders in writing shall deposit all of the monthly commission income received by the Borrower from its agreements with Qwest Communications and Level 3 Communications (collectively the “Commission Income”) into a separate segregated account to be maintained at Vectra Bank Colorado with respect to which Gary J. Graham, in his capacity as President of First Capital Business Development, LLC, a Colorado limited liability company, located at 16293 East Dorado Place, Centennial, CO 80015 (“FCBD”) in its capacity as collection and disbursement agent for the Additional Lenders (“each Participating Lender”), shall be the sole signatory (the “Account”). The Commission Income shall be deposited into the Account on the first day after the same has been received into the Borrower’s regularly maintained account and cleared collection.

The Borrower shall continue to promptly deposit the Commission Income into the Account until the earlier of: (i) the Participating Lenders having collectively received the full Loan Amount together with all accrued interest from the Commission Income; or (ii) the Participating Lenders having collectively received the full Loan Amount together with all accrued interest from the Bridge Loan.

Simultaneously with the execution of this Pre Bridge Agreement, the Borrower shall execute and deliver to Qwest Communications and Level 3 Communications a letter requesting them to deposit the Commission Income into a designated lock box. The letter shall be delivered via overnight package delivery service or by registered or certified mail with a copy to the Lender.

In its capacity as the lead and first Participating Lender, and without any other legal duty or obligation to do so, FCBD hereby covenants and agrees to faithfully and impartially: (i) collect the Commission Income from the Account; (ii) to disburse the Commission Income pro rata to the Participating Lenders; (iii) to maintain accurate books and records of all transaction for and on behalf of the Participating Lenders; and (iv) as soon as the Participating Lenders are repaid the Loan Amount and all accrued interest from the Commission Income and/or the proceeds of the Bridge Loan, FCBD shall return any un-disbursed Commission Income in its possession back to the Borrower, and shall execute and deliver to the Borrower a UCC-2 Termination Statement evidencing the termination of FCBD’s interest in the Account and in the Commission Income.

In addition to the Commission Income, the Loan Amount shall also be satisfied from the un-pledged assets of the Borrower. Until the Loan Amount together with all accrued interest shall have been repaid in full, any and all free credit balances of the Borrower shall be paid to the Participating Lenders prior to any repayment of trade payables, other indebtedness or investment to equity holders of the Borrower.

1.6 Security Documents and Fees. Simultaneously with the execution and delivery of this Agreement, the Borrower shall execute and deliver to each Participating Lender on behalf of the Participating Lenders a UCC-1 financing statement evidencing the Participating Lender’s First Lien security interest. In addition, the Borrower hereby specifically agrees and consents that a photocopy or other reproduction of this Pre Bridge Agreement shall be deemed to be the legal equivalent of a financing statement and may be filed with any county clerk as evidence of the Participating Lender’s security interest. At the closing of the Bridge Loan, the Borrower shall pay to FCBD a Commission Income processing fee of $25,000.

1.7 Warrants as Additional Consideration . As additional consideration for the Loan Amount, the Borrower hereby covenants and agrees that it shall cause the issuance and delivery to each Participating Lender of a warrant in the specimen form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a ten (10) year term (the “Warrants”) entitling the Participating Lenders to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Shares”), at an exercise price of $0.75 per Share or such greater or lesser amount paid by the investors in the Bridge Loan for each one Dollar loaned to the Borrower and aggregating the Loan Amount (the “Warrant Shares”). The Warrant Shares shall be registered under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the following:

A. If at any time during the ten 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 each Participating Lender of its intention to do so. Upon written request of any Participating Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise such Participating Lender that it shall include its 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 approved by the Borrower, each Participating Lender hereof may at its option agree to sell the Warrant Shares through such underwriter on the same terms and conditions as the underwriter agrees to sell the other securities proposed to be registered. In addition, if such underwriter determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, each Participating Lender shall be entitled to participate in the underwriting and register

its Warrant Shares on a pro rata basis or as such other quantity of the Warrant Shares as the underwriter may determine. If any Participating Lender hereof elects not to sell its Warrant Shares through such underwriter, the Participating Lender may use the Registration Statement to register its Warrant Shares under the Securities Act within 60 days after the Registration Statement becomes effective;

B. The Borrower 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

C. The rights of the Participating Lenders hereof pursuant to this Section 1.7 may be exercised only by each Participating Lender or any affiliate thereof.

Information about the Borrower and its business derived from the Borrower’s Form SB-2 Registration Statement as filed with the Commission but not yet ordered effective, is set forth in Exhibit “C” annexed to this Agreement and hereby incorporated herein by reference. This information presents an overview of the Borrower’s business but does not reflect events that occurred subsequent to the date of its filing.

An investment in the Borrower involves a high degree of risk and should be considered only by Lender’s who can sustain the loss of their entire investment. Accordingly, the Lender hereby represents that, prior to the signing of this Agreement, the Lender has read the disclosures contained under the captions “Risks Related to the Company” and “Risks Related to the Offering” set forth in Exhibit “D” annexed to this Agreement and hereby incorporated herein by reference.

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

4.1 Insolvent Financial Condition of the Borrower . The Borrower represents and warrants that it has provided, or will provide as available, all material information regarding the financial condition of the Borrower; and that as of the date of this Agreement, the Borrower is insolvent, has a negative shareholder equity balance, has outstanding liabilities that can not presently be met by its revenues, and has effectively no market value as a “Pink-Sheet” traded company;

4.2 No Breach . The execution, delivery and performance of this Agreement, in the time and manner herein specified, will not cause a default in any other previously executed agreement signed by either the Borrower or any Participating Lender;

4.3 Authority . The Borrower and all Participating Lenders have full legal authority to enter into this Agreement and to perform the same in the time and manner contemplated;

4.4 Approval . This Agreement has been submitted to, ratified and approved by the Board of Directors of the Borrower and by each participating Lender in the manner required by the law of his, her or its jurisdiction of residence, incorporation or formation;

4.5 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 Agreement;

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

4.7 Reservation . The Borrower shall reserve the Warrant Shares for issuance upon the exercise of the Warrants by the Participating Lenders;

4.8 Restricted Securities . Each Participating Lender acknowledges, accepts and understands that until and unless the same are registered under the Securities Act: (i) the Warrant Shares will be “restricted securities” as that term is defined under the Securities Act of; (ii) each Participating Lender will be acquiring the Warrant Shares solely for its respective own account, for investment purposes and without a view towards the resale or distribution thereof; (iii) the Warrant 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 will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; and

4.9 Accredited Investors . Each Participating Lender: (i) has adequate means of providing for the Participating Lender’s current needs and possible contingencies, and the Participating Lender has no need for liquidity of the Participating Lender’s investment in the Borrower (ii) the Participating Lender is an “Accredited Investor” able to bear the economic risk of his or its investment in the Borrower; (iii) has such knowledge and experience in business and financial matters that the Participating Lender is capable of evaluating the relative risks and merits of the Participating Lender’s investment in the Borrower; (iv) can bear the economic risk of losing the Participating Lender’s entire investment in the Borrower represented by the Loan; (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 Company’s ability to reach profitability from its present insolvent status; and (vii) has consulted the Participating Lender’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Borrower.

5.1 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 this Pre Bridge Agreement including the failure to promptly deposit the Commission Income into the Account and any repayment not cured within fifteen (15) days of written notice of such breach;

B. If the Borrower: (i) files a petition in bankruptcy or a petition to take advantage of any insolvency act or other act for the relief or aid of debtors; (ii) makes an assignment for the benefit of its creditors; (iii) consents to or acquiesces in the appointment of a receiver, liquidator or trustee of itself or of the whole or any part of its properties and assets; (iv) files a petition or answer seeking for itself reorganization, arrangement, composition, readjustment. liquidation, dissolution or similar relief under the federal bankruptcy laws or any other applicable law; (v) on a petition in bankruptcy filed against it, is adjudicated a bankrupt; or (vi) is served with a three-day (3) notice to quit any of its leasehold premises, which notice is not discharged or contested in good faith by appropriate proceedings prior to the initiation of an unlawful suit against the Borrower;

C. If a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of acquiescence of the Borrower, as a receiver, liquidator or trustee of the Borrower, or of the whole or any substantial part of its properties and assets, or approving a petition filed against it seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the federal bankruptcy laws or any other applicable law, and such order judgment or decree shall remain un-vacated or not set aside or un-stayed for an aggregate of thirty (30) days, whether or not consecutive, from the date of the entry thereto; or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Borrower or the whole or any substantial part of its operations and assets and such custody and control shall remain un-terminated or un-stayed for an aggregate of thirty (30) days, whether or not consecutive, from the date of assumption of such custody or control.

5.2 Due and Payable. Upon the occurrences of any such Event of Default, Lender at its option exercised by written notice to the Borrower, shall deem the principal under this Pre Bridge Agreement, together with the interest and charges accrued thereon, become immediately due and payable. The Participating Lenders may exercise any or all of the rights and remedies granted to an unsecured party under the provisions of the Uniform Commercial Code of the State of Colorado (as now or hereafter in effect). Any proceeds realized from the disposition of the assets of the Borrower under bankruptcy or liquidation provisions, shall: (i) first be applied to the payment of any wages due to any employees of the Borrower, pursuant to Colorado Department of Labor statutes; (ii) then to any secured indebtedness of the Borrower; (iii) then to any expenses incurred by Participating Lenders in connection with the disposition; and (iv) the balance shall be applied to the payment of the Loan Amount; (v) then to any trade or vendor indebtedness; (vi) thereafter to any other indebtedness and the equity shareholders of the Borrower. Any surplus proceeds shall be an asset of the Borrower. In the event such proceeds prove insufficient to satisfy all indebtedness secured hereunder, then Borrower shall be liable for the deficiency.

5.3 Other Remedies. The rights, powers and remedies granted to the Participating Lenders pursuant to the provisions of this Pre Bridge Agreement shall be in addition to all the rights, powers and remedies granted to the Participating Lenders under any statute or rule of law. Any forbearance, failure or delay by order, exercising any right, power or remedy under this Pre Bridge Agreement shall not be deemed to be waiver of such right, powe