REVOLVING LOAN AGREEMENT

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Exhibit 10c-1

                            REVOLVING LOAN AGREEMENT

         This Revolving Loan Agreement (the "Agreement") is effective as January

20, 2005 by and between Robert Shively and Geoff Shively (the "Lenders"), and

PivX Solutions, Inc. (the "Borrower").

1.        Lenders hereby agree to lend the sum of five hundred thousand dollars

         ($500,000) to Borrower, and Borrower agrees to borrow the said sum from

         Lenders upon the terms and conditions set forth herein.

2.         Lender agrees that from time to time during the term of this Agreement

         it shall lend at its discretion to Borrower sums which, in the

         aggregate principal amount outstanding at any one time, shall not

         exceed $500,000 (the "Credit").

         (a)       The Credit shall be a revolving credit and Borrower may

                  request advances, repay and re-borrow amounts during the

                  continuation of the Credit, as Lenders may in their discretion

                  deem advisable, subject to the applicable provisions of this

                  Agreement. Each such revolving credit loan made hereunder (an

                  "Advance") shall have a scheduled maturity date ("Scheduled

                  Maturity Date") of July 20, 2005, unless previously paid. All

                  such Advances made hereunder shall be included on the schedule

                  contained in the "Revolving Promissory Note" referred to in

                  paragraph 2(c) below which schedule by this reference is made

                  a part hereof.

         (b)       This agreement shall terminate on July 20, 2005 and no new

                  advances hereunder shall be made on or after that date.

                  Notwithstanding the above, if any Advances made hereunder are

                  still outstanding as of this Agreement shall continue in full

                  force and effect with respect to such Advances until such

                  Advances are repaid.

         (c)       The obligation of Borrower to repay the aggregate unpaid

                  principal amount of the Advances shall be evidenced by a

                  single promissory note of Borrower bearing on its face an

                  appropriate legend stating that such note is subject to the

                  provisions of this Agreement, which shall be adequately

                  referred to and incorporated herein (the "Revolving Promissory

                  Note"). The Revolving Promissory Note shall be payable to the

                   order of the Lender in a face amount equal to the Credit,

                  bearing no interest. The Revolving Promissory Note shall be

                  dated, and shall be delivered to Lenders, on the date of the

                  execution and delivery of this Agreement by Borrower. Lenders

                  shall, and are hereby authorized by Borrower to, endorse on

                  the schedule contained on the Revolving Promissory Note, or on

                  a continuation of such schedule attached thereto and made a

                  part thereof and hereof, appropriate notations regarding the

                  Advances evidenced by the Revolving Promissory Note as

                  specifically provided therein; provided, however, that the

                  failure to make, or error in making, any such notation shall

                  not limit or otherwise affect the obligations of Borrower

                  hereunder or under the Revolving Promissory Note.

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         (d)       The unpaid principal amount of an Advance shall bear no

                  interest prior to its Scheduled Maturity Date. After the

                  Scheduled Maturity Date, the unpaid principal amount of the

                   Advance shall bear interest until paid at ten percent (10%).

                  All interest shall be computed on the basis of a year

                  consisting of 365 days and paid for the actual number of days

                  elapsed.

         (e)       Notwithstanding any term hereof to the contrary, Lender

                  reserves the right to make any Advance hereunder in its sole

                  and absolute discretion. It is expressly understood and agreed

                  by Borrower and each of its successors and permitted assigns

                  that nothing herein creates any liability on Lender, its

                  successors and permitted assigns that nothing herein creates

                  any liability on Lender, its successors or permitted assigns

                  to make any Advance.

         (f)       Whenever Borrower desires Lenders to make an Advance, it shall

                  give written notice via email to Lenders of such Advance,

                  setting forth the amount of the Advance and the date on which

                  such Advance is to be made.

3.        The Lenders hereby agree that any right to receive any payment with

         respect to this Agreement prior to the Scheduled Maturity Date shall be

         determined and made at the discretion of the CEO, CFO and General

         Counsel of Borrower.

4.        The proceeds of this Agreement shall be used and dealt with by the

         Borrower as part of its capital and shall be