GUARANTEE AND SECURITY AGREEMENT

EXHIBIT 10.4

GUARANTEE AND SECURITY AGREEMENT

DATED SEPTEMBER 30, 2008

GUARANTEE AND SECURITY AGREEMENT

In consideration of the loans evidenced by the promissory notes of V2K INTERNATIONAL, INC.,  a Colorado  corporation (the “ Obligor ”), dated September 30, 2008,  payable to the order of GORDON E. BECKSTEAD, R.J. WITTENBRINK, and VICTOR J. YOSHA (the “ Beneficiaries ”), in the aggregate principal amount of Seven Hundred Thirty-One Thousand Four Hundred Fifty-Three  and no/100 United States dollars (U.S.$731,453.00), bearing interest at the rate of 12% per annum and payable on June 30, 2009 (the “ Notes ”, which term will include any and all amendments thereto and substitutions therefor hereafter made and regardless of whether they are made with or without the approval of the Guarantor defined below), and in order to induce the Beneficiaries to make the loans evidenced by the Notes, V2K TECHNOLOGY, INC., a Colorado corporation (“ Guarantor ”) hereby unconditionally and irrevocably guarantees payment when due of any and all amounts owing under the Notes.  The Guarantor further agrees, with respect to this guarantee:

1.           The obligations of the Guarantor shall not be impaired, diminished or discharged, in whole or in part, by any extension of time granted by any holder of the Notes, by any course of dealing between any holder of the Notes and the Obligor, by the unenforceability of the Notes, in whole or in part, for any reason whatsoever, by the release of any guarantor or other obligor or any collateral, or by any other act, omission, event or circumstance which might operate to discharge a guarantor in whole or in part or which might operate as a defense, in whole or in part, to any obligation of a guarantor or which might invalidate, in whole or in part, a guarantee.

2.           The Guarantor agrees to pay on demand all expenses of collecting and enforcing this guarantee including, without limitation, expenses and fees of legal counsel, court costs and the cost of appellate proceedings.

3.           The Guarantor waive s presentment for payment, demand, protest and notice of protest and of non-payment.

4.           This is a guarantee of payment and not of collection. The holders of the Notes shall not be required to resort to or pursue any of their rights or remedies under or with respect to any other agreement or any other collateral before pursuing any of their rights or remedies under this guarantee. The holders of the Notes may pursue their rights and remedies in such order as they determine, and the exercise by a holder of a Note of any right or remedy will not preclude an exercise of any other right or remedy.

5.           The failure or delay by the holders of the Notes in exercising any of their rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. The holders of the Notes may not waive any of their rights except by an instrument in writing signed by them.

6.           This guarantee may not be amended without the written approval of all of the holders of the Notes.