exh10-1_loan.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.1

     

    BRIDGE LOAN AGREEMENT BY AND BETWEEN

    V2K INTERNATIONAL, INC. AND AMERIVON INVESTMENTS
LLC

    DATED AS OF JUNE 6, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    BRIDGE
LOAN AGREEMENT

     

    by
and between

     

    V2K
International, Inc.

     

    and

     

    Amerivon
Investments LLC

     

    


     

    


    


    


    


    


    


    


    


    Dated
as of June 6, 2008

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    Page

     

     

    
      	
              1.

            	
              DEFINITIONS                                                                                                            
      1

            	
               

            


    

    
      	
               
      

            	
              1.1

            	
              Agreement                                                                                                    
      1

            	
               

            


    

    
      	
               
      

            	
              1.2

            	
              Amerivon                                                                                                     
      1

            	
               

            


    

    
      	
               
      

            	
              1.3

            	
              Balance
      Sheet                                                                                              
      1

            	
               

            


    

    
      	
               
      

            	
              1.4

            	
              Certificate
      of
      Designation                                                                         
      1

            	
               

            


    

    
      	
               
      

            	
              1.5

            	
              Closing                                                                                                        
      1

            	
               

            


    

    
      	
               
      

            	
              1.6

            	
              Closing
      Date                                                                                               
      1

            	
               

            


    

    
      	
               
      

            	
              1.7

            	
              Collateral                                                                                                    
      1

            	
               

            


    

    
      	
               
      

            	
              1.8

            	
              Common
      Stock                                                                                          
      1

            	
               

            


    

    
      	
               
      

            	
              1.9

            	
              Common
      Stock
      Equivalents                                                                     
      1

            	
               

            


    

    
      	
               
      

            	
              1.10      
      Company                                                                                                     
      2

            


    

    
      	
               
      

            	
              1.11      
      Company Intellectual
      Property                                                                
       2

            


    

    
      	
               
      

            	
              1.12      
      Consulting
      Agreement                                                                              
      2

            


    

    
      	
               
      

            	
              1.13      
      Disclosure
      Schedule                                                                                
      2

            


    

    
      	
               
      

            	
              1.14      
      Employee Benefit
      Programs                                                                  
      2

            


    

    
      	
               
      

            	
              1.15      
      ERISA                                                                                                       
      2

            


    

    
      	
               
      

            	
              1.16      
      Event of
      Default                                                                                       
      2

            


    

    
      	
               
      

            	
              1.17      
      Hazardous
      Material                                                                                 
      2

            


    

    
      	
               
      

            	
              1.18      
      Indemnified
      Party                                                                                   
      2

            


    

    
      	
               
      

            	
              1.19      
      Indemnifying
      Party                                                                                 
      2  

            


    

    
      	
               
      

            	
              1.20      
      Liens                                                                                              
               
  2

            


    

    
      	
               
      

            	
              1.21      
      Loan
      Documents                                                                             
             
2

            


    

    
      	
               
      

            	
              1.22      
      Note                                                                                                         
      2

            


    

    
      	
               
      

            	
              1.23      
      Registration Rights
      Agreement                                                           
       3

            


    

    
      	
               
      

            	
              1.24      
      Securities                                                                                                
      3

            


    

    
      	
               
      

            	
              1.25      
      Securities
      Act                                                                                         
      3

            


    

    
      	
               
      

            	
              1.26      
      Securities
      Laws                                                                                      
      3

            


    

    
      	
               
      

            	
              1.27      
      Security
      Agreement                                                                               
      3

            


    

    
      	
               
      

            	
              1.28      
      Series A Preferred
      Stock                                                                      
      3

            


    

    
      	
               
      

            	
              1.29      
      Series B Preferred
      Stock                                                                      
      3

            


    

    
      	
               
      

            	
              1.30      
      Series B Preferred Stock
      Financing                                                    
      3

            


    

    
      	
               
      

            	
              1.31      
      Services
      Agreement                                                                              
      3

            


    

    
      	
               
      

            	
              1.32      
      Shares                                                                                                     
      3

            


    

    
      	
               
      

            	
              1.33      
      Short
      Sales                                                                                            
      3

            


    

    
      	
               
      

            	
              1.34      
      Subsidiaries                                                                                           
      3

            


    

    
      	
               
      

            	
              1.35      
      Voidable
      Transfer                                                                                 
      3

            


    

     

    
      	
              2.

            	
              BRIDGE
      LOAN                                                                                                    
      4

            	
               

            


    

    
      	
               
      

            	
              2.1

            	
              Bridge
      Loan                                                                                           
      4

            	
               

            


    

    
      	
               
      

            	
              2.2

            	
              Delivery
      by the
      Company                                                                     
      4

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              Note                                                                                        
      4

            	
               

            


    

     

    -i-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (b)

            	
              Security
      Agreement                                                                4

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              Shares                                                                                       4

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              Registration
      Rights
      Agreement                                              4

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              Consulting
      Agreement                                                             4

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              Services
      Agreement                                                                 4

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              Certified
      Articles                                                                     4

            	
               

            


    

    
      	
               
      

            	
              (h)

            	
              Good
      Standing
      Certificates                                                     4

            	
               

            


    

    
      	
               
      

            	
              (i)

            	
              Officers’
      Certificate                                                                5

            	
               

            


    

    
      	
               
      

            	
              (j)

            	
              Secretaries’
      Certificate                                                           5

            	
               

            


    

    
      	
               
      

            	
              (k)

            	
              FIRPTA                                                                                     5

            	
               

            


    

    
      	
               
      

            	
              (l)

            	
              Legal
      Opinion                                                                           5

            	
               

            


    

    
      	
                                          
      (m)

            	
              Fees
      and
      Expenses                                                                    5

            


    

    
      	
               
      

            	
              (n)

            	
              Other
      Documents                                                                     
      5

            	
               

            


    

    
      	
               
      

            	
              2.3

            	
              Fees
      and
      Expenses                                                                                  
      5

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              Fees                                                                                          
      5

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Expenses                                                                                  
      5

            	
               

            


    

    
      	
               
      

            	
              2.4

            	
              Closing                                                                                                   
      6

            	
               

            


    

    
      	
               
      

            	
              2.5

            	
              Revival                                                                                                    
      6

            	
               

            


    

    
      	
               
      

            	
              2.6

            	
              Participation                                                                                          
      6

            	
               

            


    

     

    
      	
              3.

            	
              SERIES
      B PREFERRED STOCK
      FINANCING.                                                6

            	
               

            


    

    
      	
               
      

            	
              3.1

            	
              Option
      to Purchase Series B Preferred
      Stock                                     
      6

            	
               

            


    

    
      	
               
      

            	
              3.2

            	
              Purchase
      of the Series B Preferred
      Stock                                           
      6

            	
               

            


    

    
      	
               
      

            	
              3.3

            	
              Rights
      of the Series B Preferred
      Stock                                               
      6

            	
               

            


    

    
      	
               
      

            	
              3.4

            	
              Extension
      of Note
      Maturity                                                                 
      7

            	
               

            


    

     

    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE
      COMPANY                 7

            	
               

            


    

    
      	
               
      

            	
              4.1

            	
              Organization
      and Good
      Standing                                                           7

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              The
      Company                                                                           7

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              The
      Subsidiaries                                                                     
      7 

            	
               

            


    

    
      	
               
      

            	
              4.2

            	
              Authorization                                                                                        
      7

            	
               

            


    

    
      	
               
      

            	
              4.3

            	
              No
      Violation                                                                                         
      8

            	
               

            


    

    
      	
               
      

            	
              4.4

            	
              No
      Governmental
      Consent                                                                  
      8

            	
               

            


    

    
      	
               
      

            	
              4.5

            	
              Capitalization                                                                                        
      8

            	
               

            


    

    
      	
               
      

            	
              4.6

            	
              Subsidiaries                                                                                           
      8

            	
               

            


    

    
      	
               
      

            	
              4.7

            	
              Financial
      Statements                                                                           
       9

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              Annual
      Financial
      Statements                                                
      9

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Interim
      Financial
      Statements                                               
      9

            	
               

            


    

    
      	
               
      

            	
              4.8

            	
              Financial
      Projections                                                                          
      9

            	
               

            


    

    
      	
               
      

            	
              4.9

            	
              Tax
      Returns                                                                                          
      9

            	
               

            


    

    
      	
               
      

            	
              4.10      
      Absence of Undisclosed
      Liabilities                                                
      10

            


    

    
      	
               
      

            	
              4.11      
      Absence of Certain
      Changes                                                           
      10

            


    

    
      	
               
      

            	
              (a)

            	
              Material
      Adverse
      Change                                                 
      10

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              No
      Liens                                                                            
      10

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              Purchase
      or Sale of
      Assets                                               
      10

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              Damage
      to
      Property                                                          
      10

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              Capital
      Stock                                                                     
      10

            	
               

            


    

    -ii-

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              Employee
      Matters                                                             10

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              Officers
      and Key
      Personnel                                             11

            	
               

            


    

    
      	
               
      

            	
              (h)

            	
              Payment
      of Material Lien or
      Liability                             11

            	
               

            


    

    
      	
               
      

            	
              (i)

            	
              Guarantee                                                                            11

            	
               

            


    

    
      	
               
      

            	
              (j)

            	
              Insider
      Loans                                                                      11 

            	
               

            


    

    
      	
               
      

            	
              (k)

            	
              Accounting
      and Other
      Practices                                       11

            	
               

            


    

    
      	
               
      

            	
              (l)

            	
              Loss
      of Customer or
      Supplier                                          11

            	
               

            


    

    
      	
               
      

            	
              (m)       
      Termination of Material
      Contract                                     11

            


    

    
      	
               
      

            	
              (n)

            	
              Royalty
      Agreements                                                          11

            	
               

            


    

    
      	
               
      

            	
              (o)

            	
              Fixed
      Price or Volume
      Agreements                                11

            	
               

            


    

    
      	
               
      

            	
              (p)

            	
              Material
      Transactions                                                        11

            	
               

            


    

    
      	
               
      

            	
              (q)

            	
              Amendment
      of Articles or
      Bylaws                                   12

            	
               

            


    

    
      	
               
      

            	
              (r)

            	
              Agreements                                                                         12

            	
               

            


    

    
      	
               
      

            	
              4.12      
      Accounts
      Receivable                                                                         12

            


    

    
      	
               
      

            	
              4.13      
      Accounts
      Payable                                                                               12

            


    

    
      	
               
      

            	
              4.14      
      Inventory                                                                                            
      12

            


    

    
      	
               
      

            	
              4.15      
      Transactions with
      Affiliates                                                          
        12

            


    

    
      	
               
      

            	
              4.16      
      Properties                                                                                       
        13

            


    

    
      	
               
      

            	
              4.17      
      Certain Contracts and
      Arrangements                                              
      13

            


    

    
      	
               
      

            	
              4.18      
      Intellectual
      Property                                                                        
      14

            


    

    
      	
               
      

            	
              (a)

            	
              The
      Company Intellectual
      Property                                 
      14

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Ownership
      of Company Intellectual
      Property                 
      15

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              Registration
      of Company Intellectual
      Property               
      15

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              No
      Infringement
      Action                                                     
      15

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              No
      Infringement                                                                
        15

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              No
      Notice of
      Infringement                                                 
      15

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              No
      Employee
      Ownership                                                    
      15

            	
               

            


    

    
      	
               
      

            	
              (h)

            	
              No
      Infringement by
      Others                                                 
      15

            	
               

            


    

    
      	
               
      

            	
              (i)

            	
              Trade
      Secrets                                                                       
      15

            	
               

            


    

    
      	
               
      

            	
              (j)

            	
              Confidential
      Information                                                    
      15

            	
               

            


    

    
      	
               
      

            	
              4.19      
      Litigation                                                                                          
        16

            


    

    
      	
               
      

            	
              4.20      
      Labor
      Matters                                                                                   
       16

            


    

    
      	
               
      

            	
              4.21      
      Permits; Compliance with
      Laws                                                    
        16

            


    

    
      	
               
      

            	
              4.22      
      Employee Benefit
      Programs                                                            
      16

            


    

    
      	
               
      

            	
              (a)

            	
              Employee
      Benefit
      Programs                                            
       16

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Qualified
      Employee Benefit
      Programs                          
        17

            	
               

            


    

    
      	
               
      

            	
              4.23      
      Insurance
      Coverage                                                                        
        17

            


    

    
      	
               
      

            	
              4.24       No
      Broker                                                                                     
         18

            


    

    
      	
               
      

            	
              4.25      
      Environmental
      Matters                                                                
          18

            


    

    
      	
               
      

            	
              4.26      
      Customers, Distributors, and
      Partners                                     
           18

            


    

    
      	
               
      

            	
              4.27      
      Suppliers                                                                                    
            18

            


    

    
      	
               
      

            	
              4.28      
      Warranty and Related
      Matters                                                    
         18

            


    

    
      	
               
      

            	
              4.29      
      Illegal
      Payments                                                                          
         19

            


    

    
      	
               
      

            	
              4.30      
      Solvency                                                                                   
            19

            


    

    
      	
               
      

            	
              4.31      
      Government
      Contracts                                                               
         19

            


    

    
      	
               
      

            	
              4.32      
      Directors and
      Officers                                                               
        19

            


    

    -iii-

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.33      
      Private Sale of
      Securities                                                               
      20

            


    

    
      	
               
      

            	
              4.34      
      Disclosure                                                                                        
      20

            


    

     

    
      	
              5.

            	
              REPRESENTATIONS
      AND WARRANTIES OF
      AMERIVON                   
      20

            	
               

            


    

    
      	
               
      

            	
              5.1

            	
              Organization
      and Good
      Standing                                                     
      20

            	
               

            


    

    
      	
               
      

            	
              5.2

            	
              Authorization                                                                                    
      20

            	
               

            


    

    
      	
               
      

            	
              5.3

            	
              No
      Violation                                                                                      20

            	
               

            


    

    
      	
               
      

            	
              5.4

            	
              Securities
      Laws                                                                                 20

            	
               

            


    

    
      	
               
      

            	
              5.5

            	
              Short
      Sales and Confidentiality Prior to the Date
      Hereof            21

            	
               

            


    

     

    
      	
              6.

            	
              PRE-CLOSING
      COVENANTS                                                                       21

            	
               

            


    

    
      	
               
      

            	
              6.1

            	
              Business
      in the Ordinary
      Course                                                     21

            	
               

            


    

    
      	
               
      

            	
              6.2

            	
              Conditions
      Precedent                                                                       21

            	
               

            


    

     

    
      	
              7.

            	
              CLOSING
      CONDITIONS                                                                                21

            	
               

            


    

    
      	
               
      

            	
              7.1

            	
              Closing
      Conditions of
      Amerivon                                                     21

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              Representations
      and Warranties
      True                               21

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Covenants
      Performed                                                         21

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              No
      Material Adverse
      Changes                                           
      21

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              No
      Default                                                                         
       22

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              No
      Litigation                                                                   
        22

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              Broker
      Agreement                                                            
      22

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              Financing                                                                          
       22

            	
               

            


    

    
      	
               
      

            	
              (h)

            	
              Certificate
      of
      Designation                                             
       22

            	
               

            


    

    
      	
               
      

            	
              (i)

            	
              Delivery                                                                           
       22

            	
               

            


    

    
      	
               
      

            	
              7.2

            	
              Closing
      Conditions of the
      Company                                             
      22

            	
               

            


    

    
      	
               
      

            	
              (a)

            	
              Representations
      and Warranties
      True                           
       22

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Purchase
      Price                                                                 
      22

            	
               

            


    

    
      	
               
      

            	
              7.3

            	
              Termination                                                                                     
      22

            	
               

            


    

     

    
      	
              8.

            	
              POST-CLOSING
      COVENANTS OF THE
      COMPANY                          
         23

            	
               

            


    

    
      	
               
      

            	
              8.1

            	
              Preservation
      of
      Existence                                                           
        23

            	
               

            


    

    
      	
               
      

            	
              8.2

            	
              Transfer
      of
      Assets                                                                          
      23

            	
               

            


    

    
      	
               
      

            	
              8.3

            	
              No
      Cash Payments or Other Transfers To
      Shareholders            
      23

            	
               

            


    

    
      	
               
      

            	
              8.4

            	
              Additional
      Indebtedness                                                                 
      23

            	
               

            


    

    
      	
               
      

            	
              8.5

            	
              Loans                                                                                               
      23

            	
               

            


    

    
      	
               
      

            	
              8.6

            	
              Liens
      and
      Encumbrances                                                                
      24

            	
               

            


    

    
      	
               
      

            	
              8.7

            	
              Access
      to Books and
      Inspection                                                   
      24

            	
               

            


    

    
      	
               
      

            	
              8.8

            	
              Accountant-Generated
      Information                                              
      24

            	
               

            


    

    
      	
               
      

            	
              8.9

            	
              Insurance                                                                                        
       24

            	
               

            


    

    
      	
               
      

            	
              8.10      
      Change in Nature of
      Business                                                  
           24

            


    

    
      	
               
      

            	
              8.11      
      Notices                                                                                          
       24

            


    

    
      	
               
      

            	
              8.12      
      Reporting
      Covenants                                                              
            24

            


    

    
      	
               
      

            	
              (a)

            	
              Annual
      Financial
      Statements                                      
       24

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Monthly
      Financial
      Statements                                
          25

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              No
      Event of
      Default                                                   
        25

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              Annual
      Budget                                                             
       25

            	
               

            


    

    -iv-

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              Notice
      of and Event of
      Default                                   
      25

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              Other
      Financial
      Information                                         25

            	
               

            


    

    
      	
               
      

            	
              8.13      
      Maintenance of Company Intellectual
      Property                         25

            


    

    
      	
               
      

            	
              8.14      
      Performance of Loan
      Documents                                                25

            


    

    
      	
               
      

            	
              8.15      
      After-Acquired Real
      Property                                                      25

            


    

    
      	
               
      

            	
              8.16      
      Consulting and Services
      Agreements                                           26

            


    

     

    
      	
              9.

            	
              POST-CLOSING
      COVENANTS OF
      AMERIVON                                    26

            


    

    
      	
               
      

            	
              9.1

            	
              Short
      Sales and Confidentiality After the Closing
      Date            26

            	
               

            


    

    
      	
               
      

            	
              9.2

            	
              Lock-Up                                                                                         26

            	
               

            


    

     

    
      	
              10.

            	
              INDEMNIFICATION                                                                                   26

            	
               

            


    

    
      	
               
      

            	
              10.1      
      Survival of Representations and
      Warranties                                26

            


    

    
      	
               
      

            	
              10.2      
      Indemnification by the
      Company                                                  27

            


    

    
      	
               
      

            	
              10.3      
      Indemnification by
      Amerivon                                                       27

            


    

    
      	
               
      

            	
              10.4      
      Notice                                                                                             27

            


    

    
      	
               
      

            	
              10.5      
      Claim Not Involving a Third
      Party                                               28

            


    

    
      	
               
      

            	
              10.6      
      Claim Involving a Third
      Party                                                       28

            


    

     

    
      	
              11.

            	
              EVENTS
      OF
      DEFAULT                                                                             
      28

            	
               

            


    

    
      	
               
      

            	
              11.1      
      Events of
      Default                                                                         
      28

            


    

    
      	
               
      

            	
              (a)

            	
              Failure
      to
      Pay                                                               
       28

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              Breach
      of
      Covenant                                                      
      28 

            	
               

            


    

    
      	
               
      

            	
              (c)

            	
              Uncured
      Breach                                                            
      28

            	
               

            


    

    
      	
               
      

            	
              (d)

            	
              Representation
      Untrue                                                 
      28

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              Voluntary
      Bankruptcy                                                   
      29

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              Involuntary
      Bankruptcy                                                
      29

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              Dissolution                                                                   
      29

            	
               

            


    

    
      	
               
      

            	
              (h)

            	
              Suspension
      of
      Business                                               
      29

            	
               

            


    

    
      	
               
      

            	
              (i)

            	
              Material
      Adverse
      Change                                            
      29 

            	
               

            


    

    
      	
               
      

            	
              (j)

            	
              Material
      Impairment                                                    
      29

            	
               

            


    

    
      	
               
      

            	
              (k)

            	
              Destruction
      or Damage to the
      Collateral                  
      29

            


    

    
      	
               
      

            	
              (l)

            	
              Attachment                                                                   
      29

            	
               

            


    

    
      	
                                          
      (m)

            	
              Judgment                                                                      
      29

            


    

    
      	
               
      

            	
              (n)

            	
              Default
      of Material
      Agreement                                 
      29 

            	
               

            


    

    
      	
               
      

            	
              (o)

            	
              Material
      Misrepresentation                                       
      30

            	
               

            


    

    
      	
               
      

            	
              (p)

            	
              Loan
      Documents                                                         
      30

            	
               

            


    

     

    
      	
              12.

            	
              GENERAL
      PROVISIONS                                                                      
       30

            	
               

            


    

    
      	
               
      

            	
              12.1      
      Amendment                                                                              
       30

            


    

    
      	
               
      

            	
              12.2      
      Waiver                                                                                      
       30

            


    

    
      	
               
      

            	
              12.3      
      Notices                                                                                     
       30

            


    

    
      	
               
      

            	
              12.4      
      Successors and
      Assigns                                                          
       31

            


    

    
      	
               
      

            	
              12.5      
      Law
      Governing                                                                       
        31

            


    

    
      	
               
      

            	
              12.6     
      Attorneys’
      Fees                                                                        
       31

            


    

    
      	
               
      

            	
              12.7     
      Counterparts                                                                            
        31

            


    

    
      	
               
      

            	
              12.8     
      Severability of
      Provisions                                                       
       31

            


    

    -v-

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              12.9      
      Integration                             
      31

            


    

    
      	
                            
      12.10

            	
              Expenses                               32

            	
               

            


    

    
      	
                            
      12.11

            	
              No
      Third Party Beneficiaries                   32

            	
               

            


    

    
      	
                            
      12.12

            	
              Further
      Assurances                                                                   
      32

            	
               

            


    

    
      	
                            
      12.13

            	
              Relationship
      Between the Company and
      Amerivon              
      32

            	
               

            


    

    
      	
                            
      12.14

            	
              Arbitration                                                                                
      32

            	
               

            


    

    
      	
                            
      12.15

            	
              Construction                                                                             
      33

            	
               

            


    

    


    SIGNATURE
PAGE                                                                                              
34

     

    SCHEDULES
AND
EXHIBITS                                                                            
35

     

    SCHEDULE
3.2                                                                                                      36

     

     

     

     

     

     

     

     

     

     

     

     

     

    -vi-


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    BRIDGE
LOAN AGREEMENT

     

    This
Bridge Loan Agreement (the “Agreement”) is made and entered into as of the 6th
day of June, 2008, by and between V2K International, Inc., a Colorado
corporation (the “Company”), and Amerivon Investments LLC, a Nevada limited
liability company (“Amerivon”).

     

    RECITALS

     

    Amerivon
desires to make a $1.6 million bridge loan to the Company and the Company
desires to borrow such amount from Amerivon, and the Company desires to give
Amerivon the option to purchase up to $5 million in preferred stock from the
Company, all on the terms and condi­tions set forth herein.

     

    NOW,
THEREFORE, in consideration of the foregoing, the mutual promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as
follows:

     

    AGREEMENT

     

    1.  DEFINITIONS.  The
following terms when used with initial capital letters shall have the following
defined meanings, unless expressly indicated otherwise:

     

    1.1  Agreement.  This
Bridge Loan Agreement, including all exhibits and schedules hereto.

     

    1.2  Amerivon.  Amerivon
Investments LLC, a Nevada limited liability company.

     

    1.3  Balance
Sheet.  The
audited, year-end consolidated balance sheets of the Company as at September 30,
2007.

     

    1.4  Certificate of
Designation.  The
Certificate of Designation of the Rights, Preferences, and Privileges of the
Series A Preferred Stock and the Series B Preferred Stock in sub­stantially
the form as set forth in Exhibit G attached
hereto and incorporated herein by this reference.

     

    1.5  Closing.  The
consummation of the purchase and sale of the Securities.

     

    1.6  Closing
Date.  The
date of the Closing.

     

    1.7  Collateral.  The
collateral pledged pursuant to the Security Agreement.

     

    1.8  Common
Stock.  The
Company’s common stock, par value $0.001 per share.

     

    1.9  Common Stock
Equivalents.  Shares
of Common Stock, any securities of the Company that are substantially similar to
the Common Stock, any securities convertible into or exer­cisable or
exchangeable for Common Stock, and any shares of Common Stock that may be deemed


     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

       

      to be
beneficially owned by Amerivon in accordance with the rules and regulations of
the Securities and Exchange Commission.

    

     

    1.10  Company.  V2K
International, Inc., a Colorado corporation.

     

    1.11  Company Intellectual
Property.  All
of the items described in Section 4.18(a),
whether or not listed in Schedule 4.18 of the Disclosure Schedule.

     

    1.12  Consulting
Agreement.  That
certain Consulting Agreement, dated as of the date hereof, by and between
Amerivon and the Company in substantially the form as set forth in Exhibit D attached
hereto and incorporated herein by this reference.

     

    1.13  Disclosure
Schedule.  The
schedule attached hereto pursuant to Section 4 that
identifies the exceptions and limitations to the representations and warranties
of the Company.

     

    1.14  Employee Benefit
Programs.  All
employee benefit plans within the meaning of Section 3(3) of ERISA, fringe
benefit, stock option, equity-based compensation, phantom stock, bonus, or
incentive plans, severance pay policies or agreements, retirement, pension,
profit sharing, or deferred compensation plans or agreements, and all similar
plans, agreements, and arrangements providing monetary and non-monetary
compensation or rights to employees or non-employee directors.

     

    1.15  ERISA.  The
Employee Retirement Income Security Act of 1974, as amended.

     

    1.16  Event of
Default.  As
set forth in Section
11.1.

     

    1.17  Hazardous
Material.  Any
oil, petroleum, petroleum product, asbestos, toxic substance, pollutant,
contaminant, hazardous waste, hazardous substance, or hazardous material as
defined or set forth in any federal or applicable state environmental or
hazardous material law, rule, or regulation.

     

    1.18  Indemnified
Party.  The
party or persons being indemnified pursuant to Sec­tion
10.

     

    1.19  Indemnifying
Party.  The
party providing indemnification pursuant to Section
10.

     

    1.20  Liens.  All
security interests, encumbrances, mortgages, deeds of trust,
hypoth­ecations, and other liens, including but not limited to liens of
attachment, judgment, and execution.

     

    1.21  Loan
Documents.  This
Agreement and all of the agreements and documents to be delivered by the Company
pursuant to Section
2.2 other than agreements, documents, and instruments to which the
Company or one or more of its officers is not a party, signatory, or
issuer.

     

    1.22  Note.  That
certain Secured Bridge Note, dated as of the Closing Date,  issued by
the Company and each Subsidiary to Amerivon in the original principal amount of
One Million Six Hundred Thousand Dollars ($1,600,000) in substantially the form
as set forth in Exhibit A attached
hereto and incorpo­rated herein by this reference.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    1.23  Registration Rights
Agreement.  That
certain Registration Rights Agreement, dated as of the Closing Date, by and
between Amerivon and the Company in substantially the form as set forth in Exhibit C attached
hereto and incorporated herein by this reference.

     

    1.24  Securities.  The
Note and the Shares, and any shares of Common Stock issued on conversion
thereof.

     

    1.25  Securities
Act.  The
Securities Act of 1933, as amended.

     

    1.26  Securities
Laws.  The
Securities Act and the rules and regulations promulgated thereunder, and all
applicable state securities laws and the rules and regulations promulgated
there­under.

     

    1.27  Security
Agreement.  That
certain Security Agreement, dated as of the Closing Date, by and among Amerivon,
the Company, and each Subsidiary in substantially the form as set forth in Exhibit B attached
hereto and incorporated herein by this reference.

     

    1.28  Series A Preferred
Stock.  The
Company’s Series A Convertible Preferred Stock, par value $0.001 per
share.

     

    1.29  Series B Preferred
Stock.  The
Company’s Series B Convertible Preferred Stock, par value $0.001 per
share.

     

    1.30  Series B Preferred Stock
Financing.  The
purchase of shares of Series B Preferred Stock as set forth in Section
3.

     

    1.31  Services
Agreement.  That
certain Services Agreement, dated as of the date hereof, by and between Amerivon
and the Company in substantially the form as set forth in Exhibit E attached
hereto and incorporated herein by this reference.

     

    1.32  Shares.  The
one million six hundred thousand  (1,600,000) shares of Series A
Preferred Stock to be issued to Amerivon pursuant to Section
2.3.

     

    1.33  Short
Sales.  The
same definition as set forth in Rule 200 of Regulation SHO, promulgated under
the Securities Exchange Act of 1934.

     

    1.34  Subsidiaries.  Marketing
Source International LLC, a Colorado limited liability company, V2K
Manufacturing, Inc., a Colorado corporation, V2K Technology, Inc., a Colorado
corporation, and V2K Window Fashions, Inc., a Colorado corporation, each of
which is a “Subsidiary.”

     

    1.35  Voidable
Transfer.  Any
incurrence of debt, payment of money, or transfer of property made to Amerivon
by or on behalf of the Company that is declared to be “voidable” or “avoidable”
within the meaning of any federal or state law relating to creditor’s rights,
including, without limitation, a fraudulent conveyance, preference, or otherwise
voidable or recoverable payment of money or transfer of property, in whole or in
part, for any reason under the Bankruptcy Code or any other federal or state
law.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    2.  BRIDGE
LOAN.

     

    2.1  Bridge
Loan.  Subject
to the terms and conditions of this Agreement, subject to compliance with
federal and all applicable state securities laws, and in reliance upon the
Company’s representations, warranties, and covenants set forth herein, at the
Closing Amerivon shall purchase the Note from the Company and the Subsidiaries,
and the Company and the Subsidiaries shall issue and sell the Note to
Amerivon.  The purchase price for the Note shall be One Million Six
Hundred Thousand Dollars ($1,600,000).  Amerivon shall pay the
purchase price, less applicable fees and expenses as set forth in Section 2.3, by wire
transfer or other form of payment acceptable to the parties.

     

    2.2  Delivery by the
Company.  At
or prior to the Closing, the Company shall deliver the following to
Amerivon:

     

    (a)  Note.  The
Note duly executed by the Company and each Subsidiary;

     

    (b)  Security
Agreement.  The
Security Agreement duly executed by the Company and each
Subsidiary;

     

    (c)  Shares.  The
certificate for the Shares duly executed by the Company;

     

    (d)  Registration Rights
Agreement.  The
Registration Rights Agreement duly executed by the Company.

     

    (e)  Consulting
Agreement.  The
Consulting Agreement duly executed by the Company.

     

    (f)  Services
Agreement.  The
Services Agreement duly executed by the Company;

     

    (g)  Certified
Articles.  A
copy of the Company’s Articles of Incorporation, as amended, including but not
limited to the Articles of Amendment containing the Certificate of Designation,
certified by the Colorado Secretary of State, and a copy of the Articles of
Incorporation, Articles of Organization, or similar organizational document for
each Subsidiary, certified by the Secretary of State of the jurisdiction in
which such Subsidiary is incorporated or organized;

     

    (h)  Good Standing
Certificates.  The
following certificates: (i) a certificate issued by the Colorado Secretary of
State as to the legal existence and good standing of the Company in Colorado,
(ii) a certificate issued by the Secretary of State (or similar authority) of
each jurisdiction in which the Company has qualified to do business as a foreign
corporation (or is required to be so qualified) as to such foreign qualification
and good standing, (iii) a certificate issued by the Secretary of State of each
jurisdiction in which a Subsidiary is incorporated or organized as to the legal
exist­ence and good standing of such Subsidiary in such state, and (iv) a
certificate issued by the Secretary of State (or similar authority) of each
jurisdiction in which a Subsidiary has qualified to do business as a foreign
corporation or entity (or is required to be so qualified) as to such foreign
qualification and good standing;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (i)  Officers’
Certificate.  A
certificate, dated as of the Closing Date, exe­cuted by the Company’s Chief
Executive Officer and Chief Financial Officer, satisfactory in form and
substance to Amerivon and its legal counsel, certifying that (i) all of the
representations and warranties of the Company set forth in Section 4 are true
and correct as of the Closing Date, (ii) all covenants of the Company set forth
in Section 6
have been performed, and (iii) all conditions to the obligations of Amerivon
contained in Section
7.1 have been fulfilled.

     

    (j)  Secretaries’
Certificate.  A
certificate duly executed by the Secretary of the Company and each Subsidiary
certifying (i) a true and correct copy of the Bylaws or Operating Agreement of
the Company and each Subsidiary, (ii) true and correct copies of resolutions or
consent actions taken by Board of Directors or managers of the Company and each
Subsidiary authorizing the appropriate officers to execute and deliver the Loan
Documents and all agreements, documents, and instruments executed by the Company
and the Subsidiaries pursuant hereto, and to consummate the transactions
contemplated herein and therein, and (iii) the names of the officers of the
Company and each Subsidiary authorized to sign the Loan Documents and the other
agreements, documents, and instruments executed by the Company or Subsidiary
pursuant hereto, together with the true signatures of such
officers;

     

    (k)  FIRPTA.  A
non-foreign affidavit as provided in Section 1445(b)(2) of the Internal Revenue
Code for the Company and each Subsidiary;

     

    (l)  Legal
Opinion.  A
legal opinion from the Company’s legal counsel containing the opinions as set
forth in Exhibit
F attached hereto and incorporated herein by this reference;

     

    (m)  Fees and
Expenses.  Amerivon
has received the fees and the expenses as set forth in Section 2.3;
and

     

    (n)  Other
Documents.  All
other documents, instruments, and certificates as Amerivon may reasonably
request or as may be required pursuant to this Agreement, in each case duly
executed and delivered by the Company.

     

    2.3  Fees and
Expenses.

     

    (a)  Fees.  The
Company shall issue the Shares to Amerivon as a loan fee.  The Company
also shall pay Amerivon Three Hundred Five Thousand Dollars ($305,000) for
con­sulting fees under the Consulting Agreement, which amount Amerivon may
deduct from the amount of the purchase price payable to the
Company.

     

    (b)  Expenses.  The
Company shall reimburse Amerivon for its reasonable actual out-of-pocket fees
and expenses (including legal, due diligence, accounting, and investment banking
fees and expenses) incurred in connection with the purchase of the Note, in an
amount not to exceed Fifty Thou­sand Dollars ($50,000).  Amerivon
may deduct the actual amount of the expenses from the amount of the purchase
price payable to the Company.  For any out-of-pocket fees and expenses
incurred in connection with the purchase of the Note that are not reimbursed at
the closing, Amerivon shall submit a written statement to the Company and the
Company shall promptly reimburse Amerivon for such fees and
expenses.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    2.4  Closing.  The
Closing shall occur on June 26, 2008, or on such other date as the parties may
agree.

     

    2.5  Revival.  In
the event of any Voidable Transfer and Amerivon is required to repay or restore
any Voidable Transfer or the amount or any portion thereof, or upon the advice
of its counsel is advised to do so, then, as to any such amount repaid or
restored (including all reasonable costs, expenses and attorneys’ fees of
Amerivon related thereto), the liability of the Company and the Subsidiaries
shall automatically be revived, reinstated, and restored and shall exist as
though such Voidable Transfer had never been made.

     

    2.6  Participation.  The
Company acknowledges and agrees that Amerivon intends to sell participation
interests in the Securities.  The Company agrees that, on compliance
with the Securities Laws, Amerivon may transfer all or any portion of the Note,
the Shares, or the shares of Common Stock issuable on conversion of the Note or
the Shares to the participants.

     

    3.  SERIES B PREFERRED STOCK
FINANCING.

     

                                 
3.1 
Option to Purchase Series B
Preferred Stock.  The
Company hereby grants Amerivon the option to purchase all or any portion of five
million (5,000,000) shares of Series B Preferred Stock at the exercise price of
One Dollar ($1.00) per share.  Amerivon may exercise the option at any
time and from time to time by giving written notice to the Company on or prior
to six (6) months from the date hereof.  Amerivon may assign all or
any portion of the option to affiliated companies or its co-investment
entities.

     

    3.2  Purchase of the Series B
Preferred Stock.  Amerivon shall
purchase the Series B Preferred Stock pursuant to a purchase agreement
containing terms, conditions, representations, warranties, and indemnities as
are customary in an investment of this type, with a registration rights
agreement providing for two demand and incidental registration rights, a lock-up
agreement providing that the current management of the Company will not sell any
shares of the Company for a twelve (12)-month period after the date on which
Amerivon purchases all or any portion of the Series B Preferred Stock, which
lock-up will not be applicable to the shares of Common Stock listed in Schedule
3.2 attached hereto, and such other terms, conditions, docu­ments, and
agreements as Amerivon may reasonably require. The registration rights
agreement will also require the Company to pay Amerivon liquidated damages of
two percent (2%) of the amount paid by Amerivon in purchasing all or any portion
of the Series B Preferred Stock per each thirty (30)-day period or part thereof
for any registration default, such damages being paid either in cash or, at the
Company’s option, in shares of Common Stock valued at eighty-five percent (85%)
of the average closing trading price for the ten (10) trading days immediately
preceding the month end for which such penalty is payable, provided that such
shares are fully registered for resale by Amerivon.  On satisfaction
of the conditions set forth in the purchase agreement, the Company and Amerivon
shall complete the purchase and sale of the Series B Preferred Stock within
sixty (60) days after the Company receives the notice from Amerivon for the
purchase and sale of the Series B Preferred Stock.

     

    3.3  Rights of the Series B
Preferred Stock.  The
Series B Preferred Stock will have the rights, preferences, and privileges as
set forth in the Certificate of Designation.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    3.4  Extension of Note
Maturity.  If
Amerivon does not notify the Company that it will exercise its option to
purchase all five million (5,000,000) shares of Series B Preferred Stock within
one hundred fifty (150) days of the Closing Date, then the maturity date of the
Note shall be extended for an additional ninety (90) days.

     

    4.   REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.  Subject
to the exceptions and limitations set forth in the Disclosure Schedule, which
identifies exceptions and limi­tations by specific section reference, the
Company hereby represents and warrants to Amerivon, as of the date hereof and as
of the Closing Date, as follows (except where the context indicates
other­wise, each reference to the Company in this Section 4 includes
each of the Subsidiaries):

     

    4.1  Organization and Good
Standing.

     

    (a)  The
Company.  The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Colorado, with the corporate power to own its
properties and carry on its businesses as they are now being
conducted.  The Company is qualified to conduct business in every
state in which it is required to be qualified to conduct
busi­ness.  The Company has the requisite corporate power and
authority to execute, deliver, and perform this Agreement and the Loan Documents
and to consummate the transactions contemplated herein and
therein.  The Company is not in violation of any term of its Articles
of Incorporation or Bylaws.  The Company’s organizational number
issued by the Colorado Secretary of State is 20061109378.

     

    (b)  The
Subsidiaries.  Each
Subsidiary is a corporation or limited liability company duly organized, validly
existing, and in good standing under the laws of the state of its incorporation
or organization, with the power to own its properties and carry on its
businesses as they are now being conducted.  Each Subsidiary is
qualified to conduct business in every state in which it is required to be
qualified to conduct business.  Each Subsidiary has the requisite
power and authority to execute, deliver, and perform the Loan Documents to which
it is a party and to con­summate the transactions contemplated
therein.  No Subsidiary is in violation of any term of its
organizational documents.  The true and correct name, state of
incorporation or organization, and organizational number issued by the Secretary
of State of the state of incorporation or organization of each Subsidiary is set
forth below.

     

         Name                                                        State                                     Organizational
Number

     

    Marketing
Source International
LLC                     Colorado                                           
20071170890

    V2K
Manufacturing,
Inc.                                         Colorado                                           19941105773

    V2K
Technology,
Inc.                                              Colorado                                           20061269371

    V2K
Window Fashions,
Inc.                                    Colorado                                           19961097423

    


    4.2  Authorization.  The
execution, delivery, and performance of the Loan Docu­ments and the
consummation of the transaction contemplated herein and therein have been duly
and validly authorized by all necessary action on the part of the Company and
each Subsidiary.  The Loan Documents have been duly and validly
executed and delivered by the Company and each Sub­sidiary, and constitute
the legal, valid, and binding obligations of the Company and each Subsidiary,
enforceable against the Company and each Subsidiary in accordance with their
respective terms, 

     

     

    
      
        
        

      

      
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      subject
to applicable bankruptcy, insolvency, moratorium, and other laws affecting the
enforcement of creditors’ rights generally.

    

     

    4.3  No
Violation.  The
execution and delivery of the Loan Documents does not and the performance of the
Loan Documents and the consummation of the transactions contemplated herein and
therein will not conflict with, violate, or cause a breach of or default under
(or an event which with notice and/or lapse of time would become a default) the
provisions of the Company’s Articles of Incorporation or Bylaws, the
organizational documents of any Subsidiary, or any note, indenture, agreement,
or other instrument to which the Company or any Subsidiary is a party or by
which its properties are bound.

     

    4.4  No Governmental
Consent.  The
execution and delivery of the Loan Docu­ments does not and performance of
the Loan Documents and the consummation of the transactions contemplated therein
and therein will not conflict with or violate any federal, state, or local law
or regulation, any order, judgment, or decree of any court, administrative
agency, or governmental authority, or any license or permit from any federal,
state, or local governmental authority applicable to the Company.  The
execution and delivery of the Loan Documents does not and performance of the
Loan Documents and the consummation of the transactions contemplated herein and
therein will not require any approval, consent, authorization, or permit from or
any filing with any federal, state, or local governmental
authority.

     

    4.5  Capitalization.  The
Company’s authorized capital stock consists of one hundred million (100,000,000)
shares of Common Stock, of which thirty-one million, four hundred sixty-seven
thousand, three hundred thirty-six (31,467,336) shares are issued and
outstanding, and ten million (10,000,000) shares of preferred stock, of which
one million six hundred thousand (1,600,000) shares have been designated as
Series A Preferred Stock and five million (5,000,000) shares have been
designated as Series B Preferred Stock, and no shares of any series of preferred
stock are issued or outstanding.  All of the issued and outstanding
shares have been duly authorized and validly issued, and are fully paid and
nonassessable.  The Company has issued options and war­rants
exercisable to purchase thirty-three million, six hundred sixty-eight thousand,
eight hundred sixty (33,668,860) shares of Common Stock, each of which is listed
in Section 4.5 of the Disclosure Schedule, and except for such options and
warrants listed in Section 4.5 of the Disclosure Schedule, there are no
outstanding options, employee stock options, warrants, convertible securities,
agree­ments, contracts, calls, or commitments of any character that would
require the Company to issue any capital stock.  There are no
preemptive rights, rights of first refusal, put or call rights or obligations,
or anti-dilution rights with respect to the issuance, sale, or redemption of any
capital stock by the Company.  The Shares and all shares of Common
Stock to be issued on conversion of the Shares and the Note will be duly
authorized, validly issued, fully paid, and nonassessable, and will not be
issued in violation of any preemptive right.  The Company has duly and
validly authorized and reserved sufficient shares of Common Stock for issuance
on conversion of the Shares and the Note.  The Company has no
obligation to purchase, redeem, or otherwise acquire any of its capital stock or
any interests therein, and has not redeemed any shares of its capital stock in
the past three (3) years.

     

    4.6  Subsidiaries.  Other
than as set forth in Section 4.1(b), the
Company does not have any other subsidiary and does not own, directly or
indirectly, any voting or equity interest in any corporation, partnership,
limited liability company, joint venture, company, entity, or any other business
enterprise of any nature.

     

    
      
        
        

      

      
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    4.7  Financial
Statements.  The
Company has delivered to Amerivon and included in Section 4.7 of the Disclosure
Schedule copies of the following financial statements, all of which have been
prepared in accordance with generally accepted accounting prin­ciples
consistently applied throughout the periods indicated and are consistent with
the Company’s books and records, and nothing has come to the attention of the
Company since the date of any of such financial statements that would indicate
that such financial statement was not true and correct in all material respects
as of its applicable date:

     

    (a)  Annual Financial
Statements.  The
consolidated balance sheets of the Company as at September 30, 2006 and
2007,  as audited by Gordon, Hughes & Bank, LLP, each of which
presents fairly as of its date the financial condition and assets and
liabilities of the Company, together with consolidated statements of operations,
cash flows, and stockholders’ equity of the Company for the years ended
September 30, 2006 and 2007, which present fairly the results of operations of
the Company for the periods indicated; and

     

    (b)  Interim Financial
Statements.  The
consolidated balance sheet of the Company as at March 31, 2008, which presents
fairly as of its date the financial condition and assets and liabilities of the
Company, together with consolidated interim statements of operations and cash
flows of the Company for the six (6) months ended March 31, 2008, which present
fairly the results of operations of the Company for the period
indicated.

     

    4.8  Financial
Projections.  The
financial projections that the Company previously provided to Amerivon represent
good faith estimates of the performance of the Company for the periods stated
therein based upon assumptions that were believed in good faith to be reasonable
when made and continue to be reasonable on the date hereof; provided that the
foregoing is not a guarantee that such projections will be
achieved.

     

    4.9  Tax
Returns.  The
Company has prepared and timely filed with the appro­priate federal, state,
county, or local tax authority all income, excise, sales, real or personal
property, employment, and all other tax returns required to be filed by it under
all applicable laws and regula­tions, which returns were true, complete, and
correct, and the Company has paid all taxes, interest, and penalties required to
be paid through the date hereof, whether or not disputed.  The
provisions for taxes set forth on the Balance Sheet are sufficient for the
payment of all accrued and unpaid taxes of the Company (including any penalties
or interest payable in respect of such taxes), whether or not disputed, for the
period ended on the date hereof, and for all fiscal years prior
thereto.  All such taxes and other assessments and levies that the
Company was or is required to withhold or collect have been withheld and
collected and have been paid over to the proper governmental authorities or will
be paid when due.  The Company’s income tax returns have not been
audited by the Internal Revenue Service or any taxing authority for all years
open for assessment, and neither the Internal Revenue Service nor any other
taxing authority has notified the Company of any audit or any tax deficiency for
any prior tax year that has not been fully resolved and paid.  The
Company has not executed or filed with the Internal Revenue Service or any
other taxing authority an agreement ex­tending the period for the assessment
or collection of any tax, or an agreement to have the provisions of former
Section 341(f) of the Internal Revenue Code of 1986, as amended, applied to
it.  The Company is not a party to any tax allocation or sharing
arrangement.  The Company is not a party to any contract, agreement,
plan, or arrangement covering any of its employees or former employees, that,
individually or collectively, could give rise to the payment of any amount that
would not be 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

      deductible
pursuant to Sections 162 or 280G of the Internal Revenue Code (or any
corresponding pro­vision of state or local tax law).  Except for
consolidated income tax returns with the Subsidiaries, the Company has never
been a member of an affiliated group of corporations filing a combined federal
income tax return.  The Company does not have any liability for any
taxes of any other person or entity except for the
Subsidiaries.

    

     

    4.10  Absence of Undisclosed
Liabilities.  The
Company does not have any liability or obligation of any nature, whether
accrued, absolute, contingent, asserted, unasserted, known or unknown, or
otherwise, except liabilities or obligations (i) stated or adequately reserved
against in the Balance Sheet, (ii) arising from commitments incurred in the
ordinary course of business of types and amounts consistent with past experience
after the date of the Balance Sheet, or (iii) that are not material to the
Company.

     

    4.11  Absence of Certain
Changes.  Since
September 30, 2007, the Company has conducted its business only in the ordinary
course and consistent with past practice, and there has not been any of the
following:

     

    (a)  Material Adverse
Change.  Any
event, action, omission, or other devel­opment that, individually or in the
aggregate, has had or is reasonably expected to have a material adverse effect
on the Company or its business, results of operations, assets, or financial
condition;

     

    (b)  No Liens.  Any
Lien or other claim on any of the properties or assets of the Company, other
than purchase money Liens in amounts that do not exceed Twenty Thousand Dollars
($20,000) and Liens that do not materially detract from the value or materially
interfere with any present or intended use of such properties or
assets;

     

    (c)  Purchase or Sale of
Assets.  Any
purchase, sale, or other disposition, or any agreement or other arrangement for
the purchase, sale, or other disposition, of any properties or assets by the
Company involving the payment or receipt of more than Twenty Thousand Dollars
($20,000), other than the purchase and sale of inventory in the ordinary course
of business consistent with past practice;

     

    (d)  Damage to
Property.  Any
damage, destruction, or loss, whether or not covered by insurance, that,
individually or in the aggregate, has had or is reasonably expected to have a
material adverse effect on the Company or its business, results of operations,
assets, or finan­cial condition;

     

    (e)  Capital
Stock.  Any
change in the authorized, issued, or outstanding capital stock of the Company;
any granting of any stock option or right to purchase shares of capital stock or
any issuance of any security convertible into shares of capital stock of the
Company; any purchase, redemption, retirement, or other reacquisition of any
share of capital stock by the Com­pany; any agreement to do any of the
foregoing; or any declaration, setting aside, or payment of any stock dividend
or other distribution of the capital stock of the Company;

     

    (f)  Employee
Matters.  Any
material labor trouble or any claim of unfair labor practices involving the
Company, any change in excess of Ten Thousand Dollars ($10,000) in the
compensation payable or to become payable by the Company to any of its officers
or employees other than normal merit increases to employees in accordance with
their respective usual practices, 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

      or any
material bonus payment or arrangement made to or with any of such officers or
employees or any establishment or creation of any employment, deferred
compensation, severance arrangement, or employee benefit plan with respect to
such persons or the material amendment of any of the
foregoing;

    

     

    (g)  Officers and Key
Personnel.  Any
resignation, termination, or removal of any officer or key person of the
Company, any material loss of personnel of the Company, or any material change
in the terms and conditions of the employment of the Company’s officers or key
persons;

     

    (h)  Payment of Material Lien or
Liability.  Any
payment or discharge of a material Lien or liability of the Company that was not
shown on the Balance Sheet, other than Liens and liabilities incurred after the
date of the Balance Sheet in the ordinary course of business con­sistent
with past practice;

     

    (i)  Guarantee.  Any
contingent liability incurred by the Company as guar­antor or otherwise with
respect to the obligations of other person or entity, or any cancellation of any
material debt or claim owing to, or waiver of any material right of, the
Company, including any write-off or compromise of any account receivable in
excess of Twenty Thousand Dollars ($20,000);

     

    (j)  Insider
Loans.  Any
obligation or liability incurred by the Company to any of its officers,
directors, shareholders, or employees, or any loans or advances made by the
Com­pany to any of its officers, directors, shareholders, or employees,
except normal compensation and expense allowances payable to officers or
employees in the ordinary course of business consistent with past
practice;

     

    (k)  Accounting and Other
Practices.  Any
change in the Company’s ac­counting principles, methods, practices, or
practices, collection policies, pricing policies, or payment
policies;

     

    (l)  Loss of Customer or
Supplier.  Any
loss, or any known development that could reasonably be expected to result in a
loss, of any significant supplier, customer, distribu­tor, or account of the
Company;

     

    (m)  Termination of Material
Contract.  Any
amendment or termination of any material contract or agreement to which the
Company is a party or by which it is bound;

     

    (n)  Royalty
Agreements.  Any
arrangements relating to any royalty or similar payment based on the revenues,
profits, or sales volume of the Company;

     

    (o)  Fixed Price or Volume
Agreements.  Any
transaction or agreement involving fixed price terms or fixed volume
arrangements;

     

    (p)  Material
Transactions.  Any
other material transaction entered into by the Company other than purchases and
sales of inventory in the ordinary course of business con­sistent with past
practice;

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (q)  Amendment of Articles or
Bylaws.  Any
amendment to the Company’s Articles of Incorporation, other than the Articles of
Amendment containing the Certificate of Desig­nation, or Bylaws;
or

     

    (r)  Agreements.  Any
agreement or understanding, whether in writing or otherwise, for the Company to
take any of the actions specified in Sections 4.11(a) through (q).

     

    4.12  Accounts
Receivable.  All
of the accounts and notes receivable of the Com­pany are valid and
enforceable claims, are subject to no set-off or counterclaim and are fully
collectible in the normal course of business, after deducting the reserve for
doubtful accounts stated in the Balance Sheet, which reserve is in accordance
with generally accepted accounting principles.  Since the date of the
Balance Sheet, the Company has collected its accounts receivable in the ordinary
course of its business and in a manner that is consistent with past practice and
has not accelerated any such collections.  The Company does not have
any accounts receivable or notes receivable from any person or entity that is
affiliated with the Company or its directors, officers, employees, or
shareholders.  Since September 30, 2007, the Company has not (i)
experienced returns of products previously sold or distributed to any customer
or retailer, (ii) offered credits to any customer or retailer against future
orders of products or services from any such customer or retailer, or (iii)
provided any products or services to any customer or retailer free of charge,
such that the instances of all returns, credits and other transactions described
by clauses (i), (ii), and (iii) exceeded Twenty Thousand Dollars ($20,000) in
the aggregate.

     

    4.13  Accounts
Payable.  All
accounts payable and notes payable of the Company arose in bona fide arm’s
length transactions in the ordinary course of business and no such account
payable or note payable is delinquent in its payment.  Since the date
of the Balance Sheet, the Company has paid its accounts payable in the ordinary
course of its business and in a manner that is consistent with past
practice.  The Company does not have any account payable to any person
or entity that is affiliated with the Company or its directors, officers,
employees, or shareholders.

     

    4.14  Inventory.  All
of the Company’s inventory items are of a quality and quantity salable in the
ordinary course of its business at profit margins consistent with Company’s past
practices.  The values of the inventory stated in the Balance Sheet
reflect the normal inventory valua­tion policies of the Company and were
determined in accordance with generally accepted accounting principles
consistently applied.  Purchase commitments for raw materials and
parts are not in excess of normal requirements, and none are at prices
materially in excess of then current market prices.  Since the date of
the Balance Sheet, no inventory items, except for sales samples, product
replace­ment, and disposals, in each case, in an immaterial amount, have
been sold or disposed of except through sales in the ordinary course of business
at profit margins consistent with the Company’s past practices, and all sales
commitments made for the Company’s products are at prices not less than
inventory values plus selling expenses and said profit margins.

     

    4.15  Transactions with
Affiliates.  There
are no loans, leases, or other agreements or transactions between the Company or
any Subsidiary on the one hand and any present or former shareholder, director,
officer, or employee of the Company, or any member of any such officer’s,
director’s, employee’s, or shareholder’s immediate family, or any person or
entity controlled by or controlling such officer, director, employee, or
shareholder or his or her immediate family, on the other hand.  No
present or former shareholder, director, officer, or employee of the Company or
any 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

      Subsidiary,
any of their respective spouses or family members, or any person or entity
controlled by or controlling such officer, director, employee, or shareholder or
his or her immediate family, owns directly or indirectly, on an individual or
joint basis, any interest in, or serves as an officer or director or in another
similar capacity of, any competitor, customer, or supplier of the Company or any
organ­ization that has a material contract or arrangement with the
Company.

    

     

    4.16  Properties.  The
Company has good, valid, and (if applicable) marketable title to all assets
material to its business and to those assets reflected on the Balance Sheet or
acquired by it after the date thereof (except for (a) properties disposed of
since that date in the ordinary course of business consistent with past practice
and not in violation of this Agreement, and (b) immaterial assets that have been
disposed of in the ordinary course of business consistent with past practice),
free and clear of all Liens and claims of any type whatsoever, except for (i)
Liens not yet due and payable, (ii) purchase money Liens in amounts that do not
exceed Twenty Thousand Dollars ($20,000), and (iii) Liens that do not materially
detract from the value or materially interfere with any present or intended use
of such properties or assets.  All equipment included in such
properties that is necessary to the business of the Company is in good condition
and repair (ordinary wear and tear excepted) and all leases of real or personal
property to which the Company is a party are fully effec­tive and afford the
Company peaceful and undisturbed possession of the property subject to the
lease.  As of the date of this Agreement, the property and assets of
the Company are sufficient for the con­duct of its business as conducted as
of the date of this Agreement.

     

    4.17  Certain Contracts and
Arrangements.  Except
as set forth in Section 4.17 of the Disclosure Schedule, the Company is not a
party or subject to or bound by:

     

    (a)           Any
contract or agreement involving a potential commitment or pay­ment by the
Company in excess of Twenty Thousand Dollars ($20,000), other than purchase
orders or invoices for the purchase and sale of inventory (but including any
contract or arrangement under­lying any of such purchase orders or
invoices);

     

    (b)           any
material contract, lease, or agreement that is not cancelable by the Company
without penalty on not less than ninety (90) days notice;

     

    (c)           any
contract containing covenants limiting in any respect the freedom of the Company
to compete in any line of business or with any other person or
entity;

     

    (d)           any
contract or agreement relating to the licensing, distribution, devel­opment,
purchase, sale, or servicing of any of the intellectual property of the
Company;

     

    (e)           any
indenture, mortgage, promissory note, loan agreement, guaranty. or other
agreement or commitment for borrowing or any pledge or security
arrangement;

     

    (f)           any
stock redemption or purchase agreement or other agreement affec­ting or
relating to the capital stock of the Company, including, without limitation, any
agreement with any shareholder of the Company or any other person or entity that
includes anti-dilution rights, registration rights, voting arrangements,
operating covenants, or similar provisions;

     

    (g)           any
pension, profit sharing, retirement, or stock option plan;

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (h)           any
royalty, dividend, or similar arrangement based on the revenues or profits of
the Company or any contract or agreement involving fixed price or fixed volume
arrange­ments;

     

    (i)           any
joint venture, partnership, manufacturer, development, or supply agreement or
other agreement that involves a sharing of revenues, profits, losses, costs, or
liabilities by the Company with any other person or entity;

     

    (j)           any
acquisition, disposition, merger, or similar transaction agreement;

     

    (k)           any
collective bargaining agreement or other agreement with any labor union or other
employee representative of a group of employees;

     

    (l)           any
contract with any governmental entity (other than contracts for the provision of
municipal-utility or similar services under which a governmental entity is the
provider of goods or services); or

     

    (m)         any
other material contract.

     

    True and
correct copies of each written item referred to in Section 4.17 of the
Disclosure Schedule have been previously provided to Amerivon.  All
such contracts, agreements, leases, and instruments are valid and are in full
force and effect and constitute legal, valid, and binding obli­gations of
the Company and the other parties thereto, and are enforceable in accordance
with their respective terms.  The Company has not received any notice
or threat to terminate any such contract, agreement, lease, or instrument, which
termination, individually or in the aggregate, is reasonably expected to
have a material adverse effect on the Company or its business, results of
operations, assets, or financial condition.  Neither the Company nor
any other party is in material default in com­plying with any provisions of
any such contract, agreement, lease, or instrument, or any other contract,
agreement, lease, or instrument, and no condition or event or fact exists that,
with notice, lapse of time or both, could constitute a material default
thereunder on the part of the Company or any other party.

     

    4.18  Intellectual
Property.

     

    (a)  The Company Intellectual
Property.  Section
4.18 of the Disclosure Schedule contains a complete and accurate list of all (i)
patents, patent applications, patent rights, inventions, discoveries, and
invention disclosures (whether or not patented) owned or used by the Company and
material to the conduct of the Company’s business as currently being conducted
and as intended to be conducted, (ii) trade names, trade dress, logos, packaging
design, slogans, Internet domain names, registered and unregistered trademarks
and service marks, and related registrations and applications for registration
owned or used by the Company and material to the conduct of the Company’s
business as currently being conducted and as intended to be conducted, and (iii)
copy­rights in both published and unpublished works, including without
limitation all compilations, data­bases and computer programs, manuals and
other documentation, and all copyright registrations and applications, and all
derivatives, translations, adaptations, and combinations of the above owned or
used by the Company and material to the conduct of the Company’s business as
currently being conducted and as intended to be conducted.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (b)  Ownership of Company
Intellectual Property.  The
Company exclu­sively owns or possesses adequate and enforceable rights to
use, without payment to any other person or entity, all of the Company
Intellectual Property necessary for the operation of the Company’s business as
currently being conducted and as intended to be conducted, free and clear of all
Liens and claims of any type whatsoever.

     

    (c)  Registration of Company
Intellectual Property.  All
Company Intellec­tual Property that are issued by or registered with, as
applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office, or
in any similar office or agency anywhere in the world are cur­rently in
compliance with applicable legal requirements (including without limitation, as
applicable, payment of filing, examination, and maintenance fees, proofs of
working or use, timely post-registration filing of affidavits of use and
incontestability, and renewal applications) and are valid and
enforceable.

     

    (d)  No Infringement
Action.  There
are no pending or threatened claims against the Company or any of its
shareholders, directors, officers, or employees alleging that any of the Company
Intellectual Property or the conduct of the Company’s business infringes any
intellec­tual property right of any third party.

     

    (e)  No
Infringement.  Neither
the conduct of the Company’s business nor any Company Intellectual Property
(other than any patent) infringes or conflicts with any intellectual property
right of any third party and, to the knowledge of the Company, no patent of the
Company infringes or conflicts with any intellectual property right of any third
party.

     

    (f)  No Notice of
Infringement.  The
Company has not received any written communication alleging that the Company has
infringed, or by conducting its business would in­fringe upon, any
intellectual property right of any third party or that any of the Company
Intellectual Property is invalid or unenforceable.

     

    (g)  No Employee
Ownership.  No
current or former employee of or con­sultant to the Company owns any rights
in or to any of the Company Intellectual Property.

     

    (h)  No Infringement by
Others.  The
Company has no knowledge of any violation or infringement by a third party of
any of the Company Intellectual Property.

     

    (i)  Trade
Secrets.  The
Company has taken security measures reasonable under the circumstances to
protect the secrecy, confidentiality, and value of all material trade secrets
used in the conduct of the Company’s business including, without limitation,
requiring all employees of and consultants to the Company and all other persons
with access to the Company’s trade secrets to execute a binding confidentiality
agreement, copies or forms of which have been provided to Amerivon and, to the
Company’s knowledge, there has not been any breach by any party to any such
confidentiality agreement.

     

    (j)  Confidential
Information.  Neither
the Company nor any officer, director, employee, agent, or affiliate of the
Company has (i) wrongfully employed any confidential information or trade secret
of any former employer or other third party, or (ii) has violated any
confidential relationship such person may have had with any former employer or
other third party.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    4.19  Litigation.  There
is no litigation, proceeding, or governmental investigation pending, threatened
against, or relating to the Company or its businesses or assets, or any
Subsidiary, nor is there any reasonable basis for any such action or claim
(including but not limited to any claim based on alleged product liability,
pollution of air, water, or land, or violation of federal or state antitrust
laws or securities laws), and the Company is not a party to or subject to the
provisions of any judicial decree or judgment or any order of any governmental
agency.

     

    4.20  Labor
Matters.  As
of the date hereof, the Company employs nineteen full-time employees and two
part-time employees, and generally enjoys good employer-employee
relation­ships.  The Company is not delinquent in payment to any
of its employees for any wages, salaries, commissions, bonuses, or other direct
compensation for any services performed for the Company or amounts required to
be reimbursed to such employees.  The Company is and heretofore has
been in material compliance with all applicable laws and regulations respecting
labor, employment, fair em­ployment practices, terms and conditions of
employment, occupational safety and health, and wages and
hours.  There are no charges of employment discrimination or unfair
labor practices or strikes, slowdowns, stoppages of work, or any other concerted
interference with normal operations existing, pending or, to the knowledge of
the Company, threatened against or involving the Company.  The Company
is, and at all times the Company has been, in compliance in all material
respects with the requirements of the Immigration Reform Control Act of
1986.  There are no changes pending or, to the knowledge of the
Company, threatened with respect to (including, without limitation, the
resignation of) the senior management or key supervisory personnel or
independent contractors of the Company, nor has the Company received any written
notice or written communication (including any notice or communication by
electronic mail) concerning any prospective change with respect to such senior
management or key supervisory personnel.  The Company has never
implemented any plant closing or mass layoff of employees as those terms are
defined in the Worker Adjustment Retraining and Notification Act of 1988, as
amended, or any similar state or local law or regulation, and no layoffs that
could implicate such laws or regulations are currently
contemplated.

     

    4.21  Permits; Compliance with
Laws.  The
Company has all franchises, authoriza­tions, approvals, orders, consents,
licenses, certificates, permits, registrations, qualifications, or other rights
and privileges necessary to permit it to own its properties and to conduct its
business as currently conducted and as proposed to be conducted, and all such
licenses and permits are valid and in full force and effect.  No such
license or permit is subject to termination as a result of the execu­tion of
the Loan Documents or consummation of the transactions contemplated herein and
therein.  The Company is now and has heretofore been in compliance in
all material respects with all applica­ble statutes, ordinances, orders,
rules, and regulations promulgated by any federal, state, municipal, or other
governmental authority that apply to the conduct of the Company’s
business.  The Company has never entered into or been subject to any
judgment, consent decree, compliance order, or admini­strative order with
respect to any aspect of the business, affairs, properties, or assets of the
Company or received any request for information, notice, demand letter,
administrative inquiry, or formal or informal complaint or claim from any
regulatory agency with respect to any aspect of the business, affairs,
properties, or assets of the Company.

     

    4.22  Employee Benefit
Programs.

     

    (a)  Employee Benefit
Programs.  The
Company does not maintain or con­tribute to, and for the past five (5) years
has not maintained or contributed to, any Employee Benefit Program other than
the Employee Benefit 

     

    
      
        
        

      

      
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      Programs
identified and described in Section 4.22(a) of the Disclosure
Schedule.  The terms and operation of each such Employee Benefit
Program comply and have heretofore complied in all material respects with all
applicable laws and regulations relating to each such Employee Benefit
Program.  There are no material unfunded obligations of the Company
under any Employee Benefit Program.  The Company is not required to
make any payment or contribution to any Employee Benefit Program pursuant to any
collective bargaining agreement or, to the knowledge of the Company, any
applicable labor relations law, and all Employee Benefit Programs are terminable
at the discretion of the Company without material liability to the Company upon
or following such termination.  The Company has never maintained or
contributed to any Employee Benefit Program providing or promising any health or
other non-pension benefits to employees after their employment terminates other
than as required by part 6 of subtitle B of Title I of ERISA or other applicable
law.  With respect to any Employee Benefit Program, to the knowledge
of the Company, there has occurred no “prohibited transaction,” as defined in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code, or breach of
any duty under ERISA or other applica­ble law that could result, directly or
indirectly, in any material tax, penalty, or other liability to the
Company.  No litigation, arbitration, or governmental administrative
proceeding (or investigation) or other proceeding (other than those relating to
routine claims for benefits) is pending or, to the knowl­edge of the
Company, threatened with respect to any such Employee Benefit
Program.

    

     

    (b)  Qualified Employee Benefit
Programs.  Each
Employee Benefit Program that has ever been maintained by the Company and that
has been intended to qualify under Section 401(a) or 501(c)(9) of the Internal
Revenue Code has received a favorable determination or approval letter from the
Internal Revenue Service regarding its qualification under such section or the
time period for submitting a determination letter request and adopting
retroactive amendments under Section 401(b) of the Internal Revenue Code and the
corresponding regulations is open as of the date hereof, and each such Employee
Benefit Plan has, in fact, been qualified under the applicable section of the
Internal Revenue Code from the effective date of such Employee Benefit Program
through and including the date hereof (or, if earlier, the date that all of such
Employee Benefit Program’s assets were distributed).  The Company has
no knowledge of any event or omission that has caused or would cause any such
Employee Benefit Program to lose its qualification under the applicable section
of the Internal Revenue Code, and each asset held under any such Employee
Benefit Program may be liquidated or terminated without the imposition of any
redemption for surrender charge or com­parable liability.  The
Company has never maintained any Employee Benefit Program that has been subject
to Title IV of ERISA or Section 412 of the Internal Revenue Code, including, but
not limited to, any “multiemployer plan” (as defined in Section 3(37) or Section
4001(a)(3) of ERISA).  Each reference to the “Company” in this Section 4.22 also
refers to any other person or entity that would have ever been considered a
single employer with the Company under ERISA Section 4001(b) or part of the same
“Controlled Group” as the Company for purposes of ERISA Section
302(d)(8)(C).

     

    4.23  Insurance
Coverage.  The
Company has in full force and effect general com­mercial, general liability,
product liability, workers compensation and employee’s liability, fire and
casualty, and such other appropriate insurance policies and coverages as
customary for similarly situ­ated companies in the same or similar
industries and as required by applicable law, all of which are set forth in
Section 4.23 of the Disclosure Schedule.  There are currently no
claims pending against the Company under any insurance policy currently in
effect and covering the property, business, or employees of the Company, and all
premiums due and payable with respect to the policies main­-

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

       

      tained by
the Company have been paid to date. To the Company’s knowledge, there is no
threatened termination of any such policies or arrangements.

    

     

    4.24  No Broker.  There
is no investment banker, broker, finder, or other interme­diary that has
been retained by or is authorized to act on behalf of the Company or any of its
share­holders that might be entitled to any fee or commission in connection
with any of the transactions contemplated by the Loan Documents.

     

    4.25  Environmental
Matters.  The
Company has not generated, transported, used, handled, processed, disposed,
stored, or treated any Hazardous Material on any real property owned, leased, or
operated by the Company, nor has the Company spilled, released, discharged,
disposed, or transported any Hazardous Material from any real property owned,
leased, or operated by the Com­pany, and to the Company’s actual knowledge
with no duty to investigate no Hazardous Material is present in, on, or under
any such property. The Company is and at all times has been in compliance in all
material respects with all applicable environmental, health, and safety laws,
rules, ordinances, bylaws, and regulations, and with all permits, registrations,
and approvals required thereunder.  The Company is not aware of any
fact or circumstance that could involve the Company in any litigation, or impose
upon the Company any liability, arising under any applicable environmental,
health, or safety law, rule, ordinance, bylaw, or regulation, or any permit,
registration, or approval required thereunder.

     

    4.26  Customers, Distributors, and
Partners.  Section
4.26 of the Disclosure Schedule sets forth the name of each customer and
distributor of the Company that accounted for more than five percent (5%) of the
Company’s revenues for the twelve (12) months ending on the date of the Balance
Sheet and the names of any person or entity with whom the Company has a material
strategic partnership or similar relationship.  No such customer,
distributor, or strategic partner has canceled or otherwise terminated its
relationship with the Company or has materially decreased its usage or purchase
of the services or products of the Company.  No such customer,
distributor, or strategic partner has, to the knowledge of the Company, any plan
or intention to terminate, cancel, or otherwise materially and adversely modify
its relationship with the Company or to decrease materially or limit its usage,
purchase, or distribution of the services or products of the
Company.

     

    4.27  Suppliers.  The
Company’s relationships with its major suppliers are good commercial working
relationships, and, within the last twelve (12) months, no supplier that the
Com­pany has paid or is under contract to pay Twenty Thousand Dollars
($20,000) or more has canceled, materially modified, or otherwise terminated its
relationship with the Company or materially decreased its services, supplies, or
materials to the Company, nor to the knowledge of the Company, does any supplier
have any plan or intention to do any of the foregoing.

     

    4.28  Warranty and Related
Matters.  Section
4.28 of the Disclosure Schedule sets forth a complete list of all outstanding
product and service warranties and guarantees made by the Company on any of the
products or services that the Company distributes, services, markets, sells, or
produces for itself, a customer, or any other person or entity.  There
are no material existing or, to the knowledge of the Company threatened, claims
against the Company relating to any work per­formed by the Company, product
liability, warranty, or other similar claims against the Company alleging that
any product or service of the Company is defective or fails to meet any product
or ser­vice war­ranty.  There are no known inherent design
defects or systemic or chronic problems in any product or 

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

      service
of the Company, and there are no material liabilities for warranty or other
claims or returns with respect to any product or service of the Company relating
to any such defects or problems.

    

     

    4.29  Illegal
Payments.  Neither
the Company nor, to the Company’s knowledge, any person or entity associated
with the Company, has ever offered, made, or received on behalf of the Company
any illegal payment or contribution of any kind, directly or indirectly,
including, without limitation, payments, gifts, or gratuities, to any person or
entity, including any United States or foreign national, state, or local
government officials, employees, or agents or candidates therefor.

     

    4.30  Solvency.  The
Company has never (i) made a general assignment for the benefit of creditors,
(ii) filed any voluntary petition in bankruptcy or suffered the filing of any
involuntary petition by its creditors, (iii) suffered the appointment of a
receiver to take possession of all or substantially all of its assets, (iv)
suffered the attachment or other judicial seizure of all or substantially all of
its assets, (v) admitted in writing its inability to pay its debts as they come
due, or (vi) made an offer of settlement, extension, or composition to its
creditors generally.

     

    4.31  Government
Contracts.  The
Company has (i) no contractual obligation to renegotiate government,
quasi-government, sovereign, or quasi-sovereign contract or subcontract, (ii)
not been suspended or debarred from bidding on contracts or subcontracts with
any United States or foreign national, state, or local agency or governmental or
sovereign authority, (iii) not been audited or investigated by any such agency
or authority with respect to contracts entered into or goods and services
provided by the Company, or (iv) not had a contract terminated by any such
agency or authority for default or failure to perform in accordance with
applicable standards.  The Company has never had any agreement,
contract, or commitment that requires it to obtain or maintain a United States
government security clearance or a foreign government security
clearance.  All gov­ernment contracts of the Company are fully
funded, none have been cancelled and none are subject to cancellation prior to
the expiration thereof.

     

    4.32  Directors and
Officers.  No
officer or director of the Company has been (i) subject to voluntary or
involuntary petition under the federal bankruptcy laws or any state insolvency
law or the appointment of a receiver, fiscal agent, or similar officer by a
court for his or her business or property or that of any partnership of which he
or she was a general partner or any corporation or business association of which
he or she was an executive officer, (ii) convicted in a criminal proceeding or
named as a subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses) or been otherwise accused of any act of
moral turpitude, (iii) the subject of any order, judgment, or decree (not
subsequently reversed, suspended, or vacated) of any court of competent
jurisdiction permanently or temporarily enjoining him or her from, or otherwise
imposing limits or conditions on his or her ability to engage in any securities,
investment advisory, banking, insurance, or other type of business or acting as
an officer or director of a public company, (iv) found by a court of competent
jurisdiction in a civil action or by the Securities and Exchange Commission or
the Commodity Futures Trading Commission to have violated any federal or state
commodities, securities, or unfair trade practices law, which judgment or
finding has not been subsequently reversed, suspended, or vacated, or (v) has
engaged in other conduct that would be required to be disclosed in a prospectus
under Item 401(f) of Regulation S-K of the Securities and Exchange
Commission.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    4.33  Private Sale of
Securities.  The
Company has not, either directly or through any agent, offered any security to,
solicited any offer to acquire any security from, or otherwise approached,
negotiated, or communicated in respect of any security with any person in such a
manner as to require that the offer or sale of such security (including the
Securities) be registered or qualified pursuant to the provisions of the federal
or any applicable state securities laws and the rules and regulations
thereunder, and neither the Company nor any person or entity acting on its
behalf will take any action prior to the Closing that would cause any such
registration or qualification to be required (including any offer, issuance, or
sale of any security of the Company under circumstances that might require
integration of such security with the Securities under the provisions of the
federal or any applicable state securities laws and the rules and regulations
thereunder) or that might subject the offer, issuance, or sale of the Securities
to the registration or qualification provisions of the federal or any applicable
state securities laws and the rules and regulations thereunder.

     

    4.34  Disclosure.  The
representations and warranties of the Company made or contained in the Loan
Documents, the Disclosure Schedule, the exhibits hereto, the certificates and
documents executed or delivered in connection herewith, are true and correct,
and do not contain any untrue statement of a material fact, and do not omit to
state a material fact required to be stated herein or therein or necessary in
order to make such representa­tions, warranties, or other material not
misleading.  To the knowledge of the Company there is no material fact
directly relating to the assets, liabilities, business, operations, condition
(financial or other), or prospects of the Company (including any competitive
developments) that materially and adversely affects the same, except as set
forth in this Agreement or the Disclosure Schedule.

     

    5.  REPRESENTATIONS AND
WARRANTIES OF AMERIVON.  Amerivon
hereby represents and warrants to the Company, as of the date hereof and as of
the Closing Date, as follows:

     

    5.1  Organization and Good
Standing.  Amerivon
is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of Nevada, with the power to own its
properties and carry on its businesses as they are now being
conducted.  Amerivon has the requisite power and authority to execute,
deliver, and perform this Agreement and to con­summate the transactions
contemplated herein.

     

    5.2  Authorization.  The
execution, delivery, and performance of this Agreement and the consummation of
the transaction contemplated herein have been duly and validly authorized by all
necessary action on the part of Amerivon.  This Agreement has been
duly and validly executed and delivered by Amerivon, and constitute the legal,
valid, and binding obligations of Amerivon, enforceable against Amerivon in
accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, and other laws affecting the enforcement of creditors’ rights
generally.

     

    5.3  No
Violation.  The
execution and delivery of this Agreement does not and the performance of this
Agreement and the consummation of the transactions contemplated herein will not
conflict with, violate, or cause a breach of or default under (or an event which
with notice and/or lapse of time would become a default) the provisions of
Amerivon’s Articles of Organization or Operating Agreement.

     

    5.4  Securities
Laws.  Amerivon
is an “accredited investor,” as such term is defined in Rule 501(a) promulgated
under the Securities Act.  Amerivon is purchasing the Securities for


     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

       

      investment
only and not with a view to, or any present intention of, effecting a
distribution of the Securities other than as allowed under the Securities
Laws.  Amerivon acknowledges that the sale of the Securities has not
been registered under the Securities Laws and cannot be disposed of except
pursuant to an effective registration statement under the Securities Laws or an
exemption from the registration requirements available under the Securities
Laws.

    

     

    5.5  Short Sales and
Confidentiality Prior to the Date Hereof.  Other
than in con­nection with the transactions contemplated herein, including but
not limited to the offer and sale of participation interests in the Securities,
Amerivon has not directly or indirectly executed any trans­action, including
Short Sales, in the securities of the Company during the period commencing from
the time that the parties signed the Reliable Retail Results Proposal on March
17, 2008, through the date hereof.  Amerivon has maintained the
confidentiality of all disclosures of confidential informa­tion made to it
in connection with this transaction, with allowance for disclosure to its
professional advisors and potential purchasers of participation interests in the
Securities.

     

    6.  PRE-CLOSING
COVENANTS.  The
Company hereby covenants and agrees that between the date hereof and the Closing
Date:

     

    6.1  Business in the Ordinary
Course.  The
Company shall operate its business in the ordinary course consistent with past
practice.

     

    6.2  Conditions
Precedent.  The
Company shall use its best efforts to fulfill all of the conditions set forth in
Section
7.1.

     

    7.  CLOSING
CONDITIONS.

     

    7.1  Closing Conditions of
Amerivon.  The
obligations of Amerivon under this Agreement are subject to the fulfillment on
or before the Closing Date of each of the following conditions:

     

    (a)  Representations and
Warranties True.  The
representations and war­ranties of the Company set forth in Section 4, including
the exceptions and limitations set forth in the Disclosure Schedule, and in any
certificate delivered pursuant hereto or in connection herewith shall be true
and correct in all material respects (other than representations and warranties
that are qualified by materiality, which representations and warranties shall be
true and correct in all respects) as of the date hereof and at and as of the
Closing Date as if made at and as of such date (other than those representations
and warranties that address matters as of a particular date, which shall be true
and correct as of such date);

     

    (b)  Covenants
Performed.  The
Company shall have performed all cove­nants required by this Agreement to be
performed by it on or before the Closing Date;

     

    (c)  No Material Adverse
Changes.  There
shall not have been any event, action, omission, or other development that,
individually or in the aggregate, has had or is reasonably expected to have a
material adverse effect on the Company or its business, results of operations,
assets, or financial condition since September 30, 2007 other than as set forth
in Section 4.11 of the Disclosure Schedule;

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (d)  No
Default.  The
Company shall not have any unwaived, unexcused default in any contract or
agreement referred to in Section 4.17 of the Disclosure Schedule;

     

    (e)  No
Litigation.  There
is no litigation, proceeding, or investigation of the type described in Section 4.19 pending
or threatened against the Company or its properties or businesses or any
Subsidiary, other than as set forth in Section 4.19 of the Disclosure Schedule
on the date hereof;

     

    (f)  Broker
Agreement.  The
Company shall have entered into an agree­ment with its broker, Aegis Capital
Corp., regarding commissions and compensation payable to such broker as a result
of the Closing and the closing of the Preferred Stock Financing on terms and
conditions agreeable to Amerivon;

     

    (g)  Financing.  Amerivon
shall have received the proceeds of financing in an amount equal to the purchase
price of the Note;

     

    (h)  Certificate of
Designation.  The
Colorado Secretary of State shall have accepted and filed the Articles of
Amendment containing the Certificate of Designation; and

     

    (i)  Delivery.  The
Company shall have delivered to Amerivon all of the items required to be
delivered pursuant Section
2.2.

     

    7.2  Closing Conditions of the
Company.  The
obligations of the Company under this Agreement are subject to the fulfillment
on or before the Closing Date of each of the following conditions:

     

    (a)  Representations and
Warranties True.  The
representations and war­ranties of Amerivon set forth in Section 5 shall be
true and correct in all material respects as of the date hereof and at and as of
the Closing Date as if made at and as of such date; and

     

    (b)  Purchase
Price.  The
Company shall have received the purchase price for the Securities.

     

    7.3  Termination.  In
the event that the Company has not fulfilled all of the condi­tions set
forth in Section
7.1 within ten (10) days after the date set forth in Section 2.4, Amerivon
may terminate this Agreement on written notice to the
Company.  Amerivon may, in its sole discre­tion, delay terminating
this Agreement to give the Company additional time to satisfy the closing
conditions, but any such delay shall not detract from the right of Amerivon to
subsequently terminate this Agreement if the Company has not fulfilled all of
the conditions by the date of termination.  In the event of such
termination, (i) the Company shall reimburse Amerivon for its reasonable
out-of-pocket fees and expenses (including legal, due diligence, accounting, and
investment banking fees and expenses) incurred in connection with the purchase
of the Securities, in an amount not to exceed Fifty Thousand Dollars ($50,000);
Amerivon shall submit a written statement of such out-of-pocket fees and
expenses to the Company and the Company shall promptly reimburse Amerivon for
such fees and expenses, and (ii) the provisions of this Section 7.3 and Section 12 shall
survive such termination.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    8.  POST-CLOSING COVENANTS OF
THE COMPANY.  The
Company hereby cove­nants and agrees that after the Closing Date (and the
Company acknowledges each of the covenants to be reasonable and agrees that any
violation of the following provisions shall be a material breach of this
Agreement and shall constitute an Event of Default) as long as any obligation of
the Note remains unpaid, that:

     

    8.1  Preservation of
Existence.  The
Company and each Subsidiary shall maintain and preserve its corporate or limited
liability company existence and all rights and privileges now enjoyed and shall
not change the jurisdiction of its incorporation or organization.

     

    8.2  Transfer of
Assets.  Neither
the Company nor any Subsidiary shall transfer or otherwise dispose of any of its
assets with a value greater than Twenty Thousand Dollars ($20,000) to any third
party without Amerivon’s prior written consent, except for (i) sales or other
transfers in the ordinary course of business consistent with past practice, (ii)
payments to Amerivon under the Loan Documents, and (iii) required payments on
existing liabilities or indebtedness disclosed in the Balance Sheet or set forth
in Section 4.10 of the Disclosure Statement.  Neither the Company
nor  any Subsidiary shall change the location of any of the Collateral
without Amerivon’s prior written consent.  The Company and the
Subsidiaries may transfer assets among them, but shall not transfer any assets
to any other subsidiary.

     

    8.3  No Cash Payments or Other
Transfers To Shareholders.  The
Company shall not by any means whatsoever disburse any funds or transfer assets
to its shareholders, in their capacity as such, including, but not limited to,
dividends or other distributions of any kind or nature, except for payments that
constitute salary, wages, bonuses, commissions, and benefits in the nature of
compensation for services actually rendered to the Company, which annual
compensation for Gordon E. Beckstead and Victor J. Yosha shall not exceed Sixty
Thousand Dollars ($60,000) and One Hundred Thousand Dollars ($100,000),
respectively, and the repayment of advances to the Company by Mr. Beckstead, Mr.
Yosha, and R.J. Wittenbrink in an aggregate amount not to exceed Three Hundred
Forty-Five Thousand Dollars ($345,000) by the issuance of shares of Common Stock
as set forth in Schedule 3.2.

     

    8.4  Additional
Indebtedness.  Neither
the Company nor any Subsidiary shall, without Amerivon’s prior written consent,
after the date hereof, create, incur, or assume, directly or indirectly, any
liability or indebtedness (including, without limitation, guaranties) other than
(i) indebtedness owed or to be owed to Amerivon, (ii) indebtedness to trade
creditors incurred in the ordinary course of business consistent with past
practice, (iii) taxes incurred in the ordinary course of business
con­sistent with past practice, (iv) a line of credit or similar commercial
loan from a com­mercial bank or licensed commercial lending institution
secured by a Lien on substantially all of the Company’s assets in an amount not
to exceed Ten Million Dollars ($10,000,000) provided such lender allows the
Company and the Subsidiaries to pay the principal and accrued interest on the
Note, or (v) equipment financing, whether purchase money loan or lease, secured
only by a Lien on the equipment being acquired in aggregate amounts that do not
exceed Five Hundred Thousand Dollars ($500,000).

     

    8.5  Loans.  Neither
the Company nor any Subsidiary shall make any loan or advance or extend credit
to any third person, including, but not limited to, directors, officers,
share-

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

       

      ­holders,
partners, employees, subsidiaries that are not Subsidiaries, or affiliated
entities, except for credit extended in the ordinary course consistent with past
practice.

    

     

    8.6  Liens and
Encumbrances.  Neither
the Company nor any Subsidiary shall create, assume, or permit to exist any Lien
affecting any of the properties or assets of the Company or any Subsidiary, or
execute or allow to be filed any financing statement or continuation thereof
affecting any of such properties or assets, except for (i) Liens in favor of
Amerivon, (ii) the existing Liens in favor of Wells Fargo Bank, N.A., and Wells
Fargo Equipment Finances, Inc., and (iii) the existing Liens in favor of Gordon
E. Beckstead and Victor J. Yosha; provided that the Company may permit Liens in
connection with any additional indebtedness permitted by Amerivon pursuant to
Section 8.4(i),
(iv), and (v).

     

    8.7  Access to Books and
Inspection.  The
Company shall instruct its employees, accountants, and other professionals to
fully cooperate in giving Amerivon any information required under this Agreement
and the other Loan Documents and shall, upon reasonable notice by Amerivon,
permit (i) any representative of Amerivon to have access and permission during
normal business hours to examine, copy or make extracts of any and all books,
records, and documents in the posses­sion of any of them relating to the
financial affairs of any of them, and (ii) any representative of Amerivon to
inspect and have access to the Collateral upon reasonable notice.

     

    8.8  Accountant-Generated
Information.  The
Company shall instruct its auditors to discuss its financial condition and
financial statements with Amerivon at Amerivon’s request.  Such
auditors are further instructed to deliver to Amerivon concurrent with their
delivery to the Company a copy of any “Management Letter” or other communication
relating to the Company’s financial condition or its books and records
thereof.  The instructions in this Section 8.8 may not
be modified or revoked without first obtaining Amerivon’s written
consent.

     

    8.9  Insurance.  The
Company and the Subsidiaries shall maintain insurance in such amounts and
covering such risks as is usually and customarily carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which the Company, and its subsidiaries, if any, operate, respectively, and
maintain such other insurance and coverages as may be required by
Amerivon.

     

    8.10  Change in Nature of
Business.  Neither
the Company nor any Subsidiary shall make any material change in its financial
structure or in the nature of its business as existing or conducted as of the
date hereof.

     

    8.11  Notices.  The
Company shall give prompt written notice to Amerivon of any Event of Default or
litigation, arbitration, investigation, or administrative proceedings to which
the Company or any Subsidiary is a party.  Neither the Company nor any
Subsidiary shall modify its current name without first giving Amerivon thirty
(30) days prior written notice thereof and of the new name.

     

    8.12  Reporting
Covenants.  The
Company shall deliver to Amerivon:

     

    (a)  Annual Financial
Statements.  As
soon as available and in any event within ninety (90) days after the end of each
of the Company’s fiscal year, a consolidated balance sheet of the Company as at
the end of such fiscal year, and the related consolidated statements of


     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

       

      operation,
cash flows, and changes in shareholders’ equity for such fiscal year, in each
case setting forth in comparative form the figures for the previous fiscal year,
as audited by the Company’s auditors, together with their report thereon, which
report shall not contain any qualification as to the scope or results of the
audit or as to the ability of the Company to continue as a going business, and a
copy of the “Management Letter”;

    

     

    (b)  Monthly Financial
Statements.  As
soon as available and in any event within thirty (30) days after the end of each
month, including the last month of the fiscal year, a consolidated balance sheet
of the Company as at the end of such month and the related consolidated
statements of operations, cash flows, and changes shareholders’ equity for such
month and for the portion of the Company’s fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding month and the
corresponding portion of the fiscal year for both the previous fiscal year and
the budget for the current fiscal year, all in reasonable detail and certified
by the Company’s chief financial officer that such financial statements fairly
present in all material respects the consolidated financial condition of the
Company as at the end of such month and the con­solidated results of
operations and cash flows of the Company for such month and such portion of its
fiscal year then ended, all in accordance with generally accepted accounting
principles consistently applied;

     

    (c)  No Event of
Default.  Together
with the financial statements required pursuant to Sections 8.12(a) and
(b), a
certificate of the chief executive officer or chief financial officer of the
Company to the effect that there exists no Event of Default under this Agreement
or, if so, specifying the nature thereof and the proposed response
thereto;

     

    (d)  Annual
Budget.  As
soon as available and in any event within thirty (30) days after the beginning
of each of the Company’s fiscal year, a budget for such fiscal year as approved
by the Company’s Board of Directors;

     

    (e)  Notice of and Event of
Default.  Promptly
after any officer of the Com­pany has notice or knowledge of the occurrence
of any Event of Default, a certificate of the Com­pany’s chief executive
officer or chief financial officer specifying the nature thereof and the
proposed response thereto; and

     

    (f)  Other Financial
Information.  With
reasonable promptness, such other information regarding the Company and its
financial condition, assets, and operations as Amerivon may reasonably request
from time to time.

     

    8.13  Maintenance of Company
Intellectual Property.  The
Company shall maintain all Company Intellectual Property necessary for the
operation of its business as presently conducted, free from burdensome
restrictions.

     

    8.14  Performance of Loan
Documents.  The
Company and each Subsidiary shall perform and observe all material covenants,
terms and conditions required to be performed or observed by each of them
pursuant to the terms of the Loan Documents.

     

    8.15  After-Acquired Real
Property.  If
the Company or any Subsidiary shall pur­chase or otherwise acquire title to
any real property, buildings, fixtures, or other fixed assets, or any ownership
interest in any of the foregoing, the Company or Subsidiary shall, at its
expense and at the 

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

       

      request
of Amerivon, execute and deliver to Amerivon a deed or trust or security
agreement and related instruments and documents conveying to Amerivon a Lien
thereon to secure the Note, subject only to such prior Liens(s) as Amerivon
shall have approved in writing, with such deed of trust or security agreement
and related instruments and documents to be in form and substance satisfactory
to Amerivon.

    

     

    8.16  Consulting and Services
Agreements.  The
Company shall not terminate or commit a breach or default under the Consulting
Agreement or the Services Agreement.

     

    9.  POST-CLOSING COVENANTS OF
AMERIVON.  Amerivon
hereby covenants and agrees that after the Closing Date (and Amerivon
acknowledges each of the covenants to be reason­able and agrees that any
violation of the following provisions shall be a material breach of this
Agreement) that:

     

    9.1  Short Sales and
Confidentiality After the Closing Date.  Amerivon
shall not directly or indirectly execute any Short Sale until one (1) year after
the Closing Date.  Amerivon shall maintain the confidentiality of all
disclosures of confidential information made to it in connection with this
transaction until three (3) years after the Closing Date, with allowance for
dis­closure to professional advisors, holders of participation interests in
the Securities, and third parties who may provide financing to
Amerivon.

     

    9.2  Lock-Up.  Without
the prior written consent of the Company, Amerivon will not, so long as any
portion of the obligation covered by the Note remains outstanding, or until the
conversion of the outstanding balance of the Note into Common Stock according to
its terms if earlier: (1) offer, announce the intention to sell, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any Common Stock Equivalents, or
(2) enter into any swap, option, future, forward, or other agreement that
transfers, in whole or in part, any of the economic consequences of ownership of
the Common Stock Equivalents, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash, or otherwise.  Notwithstanding the foregoing,
Amerivon may (i) offer and sell participation interests in the Securities, (ii)
transfer Common Stock Equivalents to an affiliate or a holder of participation
interests in the Securities, provided that the Common Stock Equivalents remain
subject to the restrictions of this Section 9.2, (iii)
pledge the Common Stock Equivalents, provided that such pledge is in connection
with a pledge of other assets of Amerivon, or (iv) sell Common Stock Equivalents
pursuant to an effective registration statement under the Securities
Act.

     

    10.  INDEMNIFICATION.

     

    10.1  Survival of Representations
and Warranties.  Notwithstanding
any right of Amerivon to fully investigate the Company’s operations, assets, and
financial condition, and notwithstanding any knowledge of facts determined or
determinable by Amerivon pursuant to such investigation or right of
investigation, Amerivon has the right to rely fully upon the representations,
warranties, covenants, and agreements of Company contained in this Agreement,
the Disclosure Schedule, the schedules hereto, any Loan Document, or any
document or instrument delivered in connection with this Agreement or the
transactions contemplated herein or therein.  All such representations
and warranties shall survive the execution and delivery of this Agreement and
the 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

       

      consummation
of the transactions contemplated herein until the second (2nd) anniversary of
the Closing Date; provided, however, that (i) any written claim for breach of a
representation or warranty made prior to such expiration date and delivered to
the Company shall survive thereafter and, as to any such claim, such applicable
expiration shall not effect Amerivon’s rights to indemnification, (ii) the
representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4,
4.5, 4.10, 4.18, and 4.24, or with respect
to fraud or intentional misrepresentation by the Company, shall survive in
perpetuity, (iii) the representations and warranties set forth in Sections 4.9, 4.22,
and 4.25 shall
survive until sixty (60) days after the expiration of the applicable statute of
limitations, and (iv) all representations and warranties relating to any matter
regarding title to or any Lien on the assets or properties of the Company or any
Subsidiary shall survive until the fifth (5th) anniversary of the Closing
Date.

    

     

    10.2  Indemnification by the
Company.  The
Company shall indemnify, save, defend, and hold Amerivon and its managers,
officers, members, employees, agents, and control persons within the meaning of
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended, harmless from and against any and all damages, liabilities,
losses, claims, dimi­nution in value, obligations, Liens, assessments,
judgments, taxes, fines, penalties, interest, and costs and expenses (including
court costs, accountants’ fees, and attorneys’ fees), as the same are incurred,
of any kind or nature whatsoever (whether or not arising out of third party
claims and including all amounts paid in investigation, defense, or settlement
of the foregoing and indirect and consequential damages) arising out of or in
connection with (i) any breach of or inaccuracy, or any breach or inaccuracy
alleged by a third party, in any representation or warranty made by the Company
in this Agreement, the Disclosure Schedule, any Loan Document, or any agreement,
document, or instrument executed and delivered in connection herewith or
therewith (which representations and warranties, for purposes of determining
whether a breach has occurred under this Section 10.2, shall
be construed without giving effect to any qualification or exception contained
therein for materiality, material adverse effect, or any words or phrases to
similar effect), or (ii) any breach of covenant or agreement made or to be
performed by the Company under this Agreement or any other Loan
Document.

     

    10.3  Indemnification by
Amerivon.  Amerivon
shall indemnify, save, defend, and hold the Company harmless from and against
any and all damages, liabilities, losses, claims, dimi­nution in value,
obligations, Liens, assessments, judgments, taxes, fines, penalties, interest,
and costs and expenses (including court costs, accountants’ fees, and attorneys’
fees), as the same are incurred, of any kind or nature whatsoever (whether or
not arising out of third party claims and including all amounts paid in
investigation, defense, or settlement of the foregoing and indirect and
consequential damages) arising out of or in connection with any breach of or
inaccuracy, or any breach or inac­curacy alleged by a third party, in any
representation or warranty made by Amerivon in Section
5.

     

    10.4  Notice.  Within
a reasonable time after the receipt by an Indemnified Party of any notice of a
claim or the commencement of any action, suit, or proceeding, the Indemnified
Party shall give the Indemnifying Party written notice of such claim or the
commencement of such action, suit, or proceeding.  The written notice
shall include the nature, amount, and cause of any claim for indemnification in
reasonable detail.  The failure to give such notice shall not affect
the Indemnified Party’s right to seek indemnification from the Indemnifying
Party, except to the extent that the Indemnifying Party can demonstrate actual
prejudice as a result of such failure.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    10.5  Claim Not Involving a Third
Party.  Upon
receipt of a notice of a claim from an Indemnified Party not involving a third
party, the Indemnifying Party shall promptly pay the amount of the claim to the
Indemnified Party.

     

    10.6  Claim Involving a Third
Party.  Upon
receipt of a notice of a claim or the com­mencement of any action, suit, or
proceeding involving a third party, the Indemnifying Party shall promptly
reimburse the Indemnified Party for the losses and defense costs suffered or
incurred by the Indemnified Party, whether by judgment, order, award,
settlement, compromise, or otherwise, including but not limited to all
expenses.  Amerivon shall have the exclusive election to settle,
compromise, or defend by its own counsel any claim at its expense if it is the
Indemnifying Party or at the Company’s expense if it is an Indemnified Party;
provided that if Amerivon is the Indemnified Party, it may not settle or
compromise any claim without the Indemnifying Party’s prior written
con­sent, which consent may not be unreasonably withheld or delayed;
provided further that if Amerivon is the Indemnified Party, it may settle or
compromise any claim without the Indemnifying Party’s prior written consent if
the Indemnifying Party fails or refuses to provide or pay for a
defense.  The Indemnified Party may elect to be represented by its own
legal counsel at its own expense.  The Company shall use its best
efforts to assist Amerivon in the defense of the claim and shall make available
all information and assistance that Amerivon may reasonably request in
connection with such defense.

     

    11.  EVENTS OF
DEFAULT.

     

    11.1  Events of
Default.  The
occurrence of any of the following shall constitute an Event of Default under
this Agreement and a default under all of the other Loan Documents:

     

    (a)  Failure to
Pay.  The
Company and the Subsidiaries fail to make any principal or interest payment to
Amerivon under the Note, or fail to pay any other monetary amount under any of
the other Loan Documents when due subject to any applicable cure or grace period
provided in such other Loan Document;

     

    (b)  Breach of
Covenant.  The
Company breaches any of the post-closing covenants set forth in Section 8, and such
breach is not cured within thirty (30) days after written notice thereof from
Amerivon, provided that no breach of the change of jurisdiction of the
Com­pany’s or any Subsidiary’s incorporation or organization in Section 8.1 may be
cured, and provided further that no cure is allowed under this Section 11.1(b) for a
breach of Section
8.14 if the Loan Document that is breached provides for a cure or grace
period;

     

    (c)  Uncured
Breach.  The
Company or any Subsidiary fails to perform or observe any term, covenant, or
agreement contained in this Agreement or the other Loan Documents, which failure
or breach is not otherwise described in this Section 11.1 as an
Event of Default, which is not cured (to the extent such failure or breach is
curable) within thirty (30) days after written notice thereof from
Amerivon;

     

    (d)  Representation
Untrue.  Any
representation, warranty, or statement made or deemed made by the Company in
this Agreement, in any Loan Document or in any state­ment or certificate
delivered or required to be delivered pursuant hereto or thereto shall prove to
be untrue in any material respect on the date as of which made or deemed
made;

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    (e)  Voluntary
Bankruptcy.  The
Company or any Subsidiary files or con­sents to any voluntary or involuntary
petition for bankruptcy, insolvency, reorganization, liquidation, or other
similar form of debtor relief, petitions for or consents to the appointment of a
receiver, trustee, or liquidator for all or a substantial portion of its assets,
or makes a general assignment for the benefit of creditors;

     

    (f)  Involuntary
Bankruptcy.  The
Company or any Subsidiary is the subject of any involuntary petition for
bankruptcy, insolvency, reorganization, liquidation, or other similar form of
debtor relief, or has a receiver, trustee, or liquidator appointed on its behalf
for all or a substantial portion of its assets, unless such petition or
appointment is set aside, withdrawn, or ceases to be in effect within sixty (60)
days from the date of any such petition or appointment;

     

    (g)  Dissolution.  The
Company or any Subsidiary elects to dissolve, dissolves, or is the subject of
any order, judgment, or decree of any court or governmental authority dissolving
or ending the existence of the Company;

     

    (h)  Suspension of
Business.  The
Company or any Subsidiary voluntarily suspends the transaction of business or
allows to be suspended, terminated, revoked, or expired any permit, license, or
approval of any governmental body necessary to conduct the business of the
Company or any Subsidiary as currently being conducted;

     

    (i)  Material Adverse
Change.  There
has been a material adverse change in the Company or its business, results of
operations, assets, or financial condition since the date hereof;

     

    (j)  Material
Impairment.  There
is a material impairment of the prospect of repayment of any portion of the
amounts owing to Amerivon pursuant to the Note or otherwise, or a material
impairment of the value or priority of the security interests in the
Collateral;

     

    (k)  Destruction or Damage to the
Collateral.  There
is the destruction of or damage to a material portion of the
Collateral;

     

    (l)  Attachment.  Any
writ of execution, attachment, or judgment lien shall be issued against any
property of the Company or any Subsidiary and shall not be discharged, bonded
against, or released within thirty (30) days after the issuance or attachment of
such writ or lien;

     

    (m)  Judgment.  A
judgment or other claim becomes a Lien upon any material portion of the assets
of the Company or any Subsidiary which Lien has not been removed, discharged, or
bonded against within five (5) business days of its attachment;

     

    (n)  Default of Material
Agreement.  The
Company or any Subsidiary is in default under any other material agreement to
which the Company or Subsidiary is a party, and the other party to such material
agreement has the right, whether or not exercised, to accelerate the maturity of
the obligations or indebtedness of the Company or Subsidiary thereunder, which
default has not been cured within five (5) business days of its occurrence;
provided, however, that such cure period shall not apply to any default after
the other party has accelerated the obligations or indebted­ness of the
Company or Subsidiary thereunder;

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (o)  Material
Misrepresentation.  There
is a material misstatement or misrepresen­tation now or hereafter in any
warranty, representation, statement, or report made to Amerivon by the Company
or any of its officers, directors, employees, or agents, or if the Company or
any of its officers, directors, employees, or agents withdraws any such
warranty, representation, statement, or report; or

     

    (p)  Loan
Documents.  The
Company or any Subsidiary shall (i) revoke any Loan Document, (ii) con­test
in any manner that any Loan Document constitutes the valid and enforceable
agreement of the Company or Subsidiary, or (iii) assert in any manner that it
has no further obligation or liability under any Loan Document.  Any
Loan Documents shall cease to be in full force and effect.  The
protection or security afforded Amerivon in any substantial portion of the
Collateral is materially impaired for any reason.  The Security
Agreement or any other Loan Document shall cease to give Amerivon the rights,
powers, and privileges purported to be created thereby (including, without
limitation, a first priority perfected security interest in, and Lien on, all of
the Collateral), in favor of Amerivon, superior to and prior to the rights of
all third parties and subject to no other Liens in favor of any third party,
except as may be permitted herein.

     

    12.  GENERAL
PROVISIONS.

     

    12.1  Amendment.  All
amendments or modifications of this Agreement shall be in writing and shall be
signed by each of the parties hereto.

     

    12.2  Waiver.  Any
waiver of any right, power, or privilege hereunder must be in writing and signed
by the party being charged with the waiver.  No delay on the part of
any party hereto in exercising any right, power, or privilege hereunder shall
operate as a waiver of any other right, power, or privilege hereunder, nor shall
any single or partial exercise of any right, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege.

     

    12.3  Notices.  All
notices or other communications required or permitted to be given pursuant to
this Agreement shall be in writing and shall be delivered personally or sent by
overnight courier or by certified mail, return receipt
requested.  Notices delivered personally or sent by overnight courier
shall be effective on the date received, while notices sent by certified mail,
return receipt requested, shall be deemed to have been received and to be
effective three (3) business days after deposit into the
mails.  Notices shall be given to the parties at the following
respective addresses, or to such other addresses as any party shall designate in
writing:

     

    If to
Amerivon:                                                                Mr.
Tod M. Turley

    Chief Executive Officer

    Amerivon Holdings LLC

    800 Southwood Boulevard

    Suite 212

    Incline Village,
Nevada  89451-7475

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    With a
courtesy copy
to:                                                Charles
E. McKee, Esq.

    Nevers, Palazzo, Maddux & Packard,
plc

    31248 Oak Crest Drive.

    Suite 100

    Westlake Village,
California  91361-5671

     

    If to the
Company:                                                          Mr.
Victor J. Yosha

    Chief Executive Officer

    V2K International, Inc.

    13949 West Colfax Avenue

    Suite 250

    Lakewood,
Colorado  80401-3250

     

    With a
courtesy copy
to:                                                Fay
M. Matsukage, Esq.

    Dill Dill Carr Stonbraker &
Hutchings, P.C.

    455 Sherman Street

    Suite 300

    Denver,
Colorado  80203-4404

     

    12.4  Successors and
Assigns.  This
Agreement and each of its provisions shall be binding upon and shall inure to
the benefit of the parties hereto and their respective administrators,
successors, and assigns.  Notwithstanding the immediately preceding
sentence, the Company may not assign any of its rights or obligations hereunder
without the prior written consent of Amerivon, which consent Amerivon may
withhold in its sole and absolute discretion.

     

    12.5  Law
Governing.  This
Agreement has been negotiated, executed, and delivered and shall be performed in
the State of Nevada and shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada, without regard for its conflict
of laws rules.  The parties hereby irrevocably submit to the exclusive
jurisdiction of the courts of the State of Nevada and the United States District
Court situated in the State of Nevada for the purposes of construing and
enforcing this Agreement.

     

    12.6  Attorneys’
Fees.  Should
a lawsuit or arbitration be commenced to interpret or enforce the terms of this
Agreement, the prevailing party shall be entitled to recover costs and
attorneys’ fees in addition to any other recovery to which such party may be
entitled.

     

    12.7  Counterparts.  This
Agreement may be executed in two or more counterparts, including by facsimile
transmission, all of which together shall constitute a single
instrument.

     

    12.8  Severability of
Provisions.  In
the event any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.

     

    12.9  Integration.  This
Agreement constitutes the entire understanding and agree­ment between the
parties with respect to the transactions contemplated herein and supersedes all
pre­-

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

       

      vious
communications, representations, or understandings, either oral or written,
between the parties relating to the subject matter hereof, all of which are
merged herein.

    

     

    12.10  Expenses.  Except
as otherwise set forth herein, each party shall bear all of its own expenses
incurred in negotiating and performing this Agreement.

     

    12.11  No Third Party
Beneficiaries.  Other
than as expressly provided herein, the terms of this Agreement are intended to
benefit the parties hereto only, and no benefit, right, or cause of action shall
be created in favor of any shareholder or creditor of a party hereto or in favor
of any third party.

     

    12.12  Further
Assurances.  Upon
the request of Amerivon at any time or from time to time, the Company shall
promptly execute and deliver to Amerivon any and all additional documents and
instruments and shall promptly perform any and all acts as may be reasonably
necessary to more fully carry out the provisions of this Agreement, the Loan
Documents, and the agreements, documents, and instruments executed and delivered
in connection herewith or therewith.

     

    12.13  Relationship Between the
Company and Amerivon.  The
Company and Amerivon intend and agree that the relationship created under the
Loan Documents shall be solely that of debtor and creditor and corporation and
minority shareholder.  Nothing contained in the Loan Documents shall
ever be construed as creating a joint venture, partnership, tenancy-in-common,
joint tenancy, or co-ownership relationship between the Company and Amerivon, or
as creating for Ameri­von any interest in the Company or its assets other
than the liens and security interests as provided in the Loan Documents securing
the Note and interest as a minority shareholder.  The Company agrees
that Amerivon shall not be responsible or liable for any of the debts, losses,
obligations, or duties of the Company.  Consistent with the provisions
of this Agreement and the other Loan Documents, the Company shall at all times
be free to determine and to follow its own policies and practices in the conduct
of its business.  Notwithstanding anything to the contrary in any of
the Loan Documents, Amerivon shall have (i) no obligation to make future loan,
advance, or financing to or investment in the Company, and (ii) no liability
whatsoever to the Company or any other party if Amerivon does not make any loan,
advance, or financing to or investment in the Company.

     

    12.14  Arbitration.  If
any dispute arises concerning the interpretation, validity, or performance of
this Agreement or any of the other Loan Documents (excluding the Note and the
Security Agreement) or any of their respective terms and provisions, including
but not limited to the issue of whether or not a dispute is arbitrable, (i) if
the amount claimed by a party is equal to or less than the jurisdictional limit
of the Nevada Small Claims Court, then the parties shall resolve such matter in
the Nevada Small Claims Court, or (ii) if the amount claimed by the party
exceeds the jurisdictional limit of the Nevada Small Claims Court, then the
parties shall submit such dispute for binding determination before a retired
judge selected from J.A.M.S., Inc. or any similar organization mutually
acceptable to the parties.  The parties shall mutually agree on one
arbitrator from the list provided by the arbitrating organization; provided that
if the parties cannot agree, then each party shall select one arbitrator from
the list, and the two arbitrators so selected shall agree upon a third
ar­bitrator chosen from the same list, which third arbitrator shall
determine the dispute.  The arbitration shall take place in Nevada (or
if the arbitrating organization does not have an office in Nevada, then at the
office of the arbitrating organization nearest to Amerivon’s address set forth
in Section
12.3) and shall be conducted in accordance with the then prevailing rules
of the arbitrating organization, 

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

       

      except as
set forth in this Section
12.14.  The parties shall have all rights for depositions and
discovery as provided to litigants by Nevada law.  The arbitrator
shall apply Nevada substantive, procedural, and evidence law to the
proceeding.  The arbitrator shall have the power to grant all legal
and equitable remedies including provisional remedies and award compensatory
damages provided by Nevada law, but the arbitrator may not order relief in
excess of what a court could order.  The arbitrator shall not have
authority to award punitive or exemplary damages.  The arbitrator
shall not have the power to commit errors of law or legal reasoning or to make
findings of fact except upon sufficiency of the evidence and any award may be
vacated or corrected for any such error.  The arbitrator shall prepare
and provide the parties with a written award including factual findings and the
legal reasoning upon which the award is based.  The arbitrator shall
award costs and attorneys’ fees in accordance with the terms of this
Agreement.  Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction.  The parties understand that
by agreement to binding arbitration they are giving up the rights they may
otherwise have to a trial by a court or a jury and all rights of appeal, and to
an award of punitive or exemplary damages.  Pending resolution of any
arbitration proceeding and selection of an arbitrator, either party may apply to
any court of competent jurisdiction for any provisional remedy, including but
not limited to a temporary restraining order or a preliminary injunction but
excluding any dispute relating to discovery matters, and for enforcement of any
such order.  The application for or enforcement of any provisional
remedy by a party shall not operate as a waiver of the within agreement to
submit a dispute to binding arbitration.  If any dispute arises
concerning this Agreement or any other Loan Document (other than the Note and
the Security Agreement) and the Note or the Security Agreement, then the dispute
shall be bifurcated, such that the right to arbitration under this Agreement and
the other Loan Documents other than the Note and the Security Agreement shall be
preserved, and the right to judicial resolution under the Note and the Security
Agreement shall be preserved.

    

     

    12.15  Construction.  The
headings in the sections of this Agreement are for conveni­ence only and
shall not constitute a part hereof.  All references to numbered
sections contained herein refer to the sections and subsections of this
Agreement unless otherwise expressly stated.  Whenever the context so
requires, the masculine shall include the feminine and the neuter, the singular
shall include the plural, and conversely.  The words “include,”
“includes,” and “including” are to be read as if they were followed by the
phrase “without limitation.”  The terms and all parts of this
Agreement shall in all cases be interpreted simply and according to their plain
meaning and neither for nor against any party hereto.

     

    [signatures
on the next page]

     


    
      
        
           

        

         


      

      
        -33-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have duly execute and delivered this Agreement as
of the date first set forth above.

     

    Amerivon
Investments
LLC                                                                V2K
International, Inc.

    


    


    


    By:    /s/ Tod M.
Turley                                                                       By:  /s/ Victor J.
Yosha                        


    Tod M.
Turley                                                                                     Victor
J. Yosha

    Chief Executive
Officer                                                                     Chief
Executive Officer

    


    


    


          By: /s/ R. J.
Wittenbrink                        


                                                                                        
                                    
R.J. Wittenbrink

                                                                                     
                                       
Secretary

    


    



    
      
        
        

         


      

      
        -34-

        
          

        

      

      
         


      

    


    SCHEDULES
AND EXHIBITS

     

    Schedules

     

    Disclosure
Schedule

    3.2           Shares
Exempt from Lock Up

     

    Exhibits

     

    A.           Secured
Bridge Note

    B.           Security
Agreement

    C.           Registration
Rights Agreement

    D.           Consulting
Agreement

    E.           Services
Agreement

    F.           Form
of Legal Opinion

    G.           Certificate
of Designation of the Rights, Preferences, and Privileges of the Series
APreferred Stock and Series B Preferred Stock

    



    
      
        
           

        

         


      

      
        -35-

        
          

        

      

      
         


      

    


    SCHEDULE
3.2

     

    SHARES
EXEMPT FROM LOCK-UP

     

    The
following shares of Common Stock, held by the owners as indicated, will be
exempt from the restrictions under the lock-up agreement:

     

    1.           Shares
of Common Stock issued to the following persons as payment for advances made by
such persons to the Company as indicated:

     

    January
28,
2008                                                          Gordon
E.
Beckstead                                             
$50,000

    January
28,
2008                                                          R.J.
Wittenbrink                                                      $50,000

    January
28,
2008                                                          Victor
J.
Yosha                                             
          $50,000

    February
7,
2008                                                          Gordon
E.
Beckstead                                             
$15,000

    February
7,
2008                                                          Victor
J.
Yosha                                               
        $15,000

    February
12,
2008                                                        Gordon
E.
Beckstead                                             
$15,000

    April 30,
2008                                                              Gordon
E.
Beckstead                                             
$25,000

    April 30,
2008                                                              Victor
J.
Yosha                                                 
      $25,000

    May 27,
2008                                                               Gordon
E.
Beckstead                                             
$50,000

    May 30,
2008                                                               Victor
J.
Yosha                                                   
    $50,000

     

    2.           Shares
of Common Stock included in the Company’s Prospectus dated July 11, 2007,
including the following:

     

    Gordon E.
Beckstead                                                   500,000
shares

    Thomas R.
Grimm                                                        250,000
shares

    Jerry A.
Kukuchka                                                          50,000
shares

    Douglas
Miller                                                               25,000
shares

    Samuel
Smith                                                                 25,000
shares

    R.J.
Wittenbrink                                                           250,000
shares

    Victor J.
Yosha                                                             250,000
shares

    


     

     

     

     

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