WAIVER AND AMENDMENT

THIS WAIVER AND AMENDMENT, dated as of February __, 2007 (the “ Amendment ”), to the promissory note (the “ Note ”) issued by Pure Vanilla eXchange, Inc. , a Nevada corporation (the “ Company ”) on [date] to [name] (the “ Holder ”) Capitalized terms used and not otherwise defined herein that are defined in the Note shall have the meanings given such terms in the Note.

Subject to the terms and conditions of this Amendment, the Company has requested, and the Holder has agreed to waive compliance with certain terms of the Note and all Events of Default; and

Subject to the terms and conditions of this Amendment, the Company has requested, and the Holder has agreed, to amend the Note to provide for an extension of the date interest and principal will be due under the Note.

Accordingly, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.   Waiver .  

Holder hereby waives compliance by the Company with its obligation to pay interest on the outstanding principal balance of the Note or any payment of principal due on or before the date of this Amendment. Each and every failure of the Company to comply with such obligations is separately waived as of the date of such failure and none of such failures thereafter constitute an Event of Default.

2.   Amendments .   The Holder