Filed by Automated Filing Services Inc. (604) 609-0244 - Mistral Ventures, Inc. - Exhibit 10.2






BRIDGE LOAN AGREEMENT 

          THIS
BRIDGE LOAN AGREEMENT ("Loan Agreement") is dated as of September 7,
2007, by and between CYPHEREDGE TECHNOLOGIES, INC., a Delaware corporation,
having an office at 13810 SE Eastgate Way, Bldg. 1, Suite 160, Bellevue,
Washington, 98005 (the "Company"), and MISTRAL VENTURES, INC., a Nevada
corporation, having an office at Suite 809, 4438 West 10th Avenue,
Vancouver, BC, Canada V6J 1M7 ("Lender"). 

W I T N E S S E T H 

          WHEREAS,
the Company wishes to induce Lender to loan to the Company, and Lender is
willing to loan to the Company, subject to the terms and conditions set forth
herein, Five Hundred Thousand (US$ 500,000) United States Dollars. 

          NOW,
THEREFORE, for and in consideration of the premises and the mutual agreement
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 

          1.      LOAN.
Subject to the terms and conditions set forth herein, Lender shall loan to the
Company One Million (US $1,000,000) United States Dollars (the "Loan"),
by delivery of such amount to the Company in U.S. funds by wire transfer to an
account designated by the Company, in one installment. 

          2.     
MUTUAL DELIVERIES. Upon the delivery by Lender of the Loan proceeds as
provided in Section 1 above, the Company shall deliver to Lender the original or
execution copies of the following instruments and agreements duly executed by
the Company (collectively the "Agreements"): 

	 	(i) 	
      this Bridge Loan Agreement;

	 	(ii) 	
      a Secured Promissory Note in the form annexed hereto as
      Exhibit A; and

	 	(iii) 	
      a Security Agreement in the form annexed hereto as
      Exhibit “B”.



          3.      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Lender
that: 

                    (a)     
The Company has the corporate power and authority to enter into the Agreements
and to perform its obligations thereunder. The execution and delivery by the
Company of the Agreements and the consummation by the Company of the
transactions contemplated thereby have been duly authorized by all necessary
corporate action on the part of the Company. The Agreements have been and will
be duly executed and delivered by the Company and constitute valid and binding
obligations of the Company enforceable against it in accordance with their
respective terms, subject to the effects of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and to the application of equitable principles in any
proceeding (legal or equitable). 

                    (b)      The
execution, delivery and performance by the Company of the Agreements and the
consummation of the transactions contemplated thereby do not and will not breach
or constitute a default under any applicable law or regulation or of any
agreement, judgment, order, decree or other instrument binding on the Company
which breach or default could reasonably be expected to have a material adverse
effect on the Company. 

                    (c)      The
Company is in material compliance with all applicable laws, regulations,
judgments, decrees and orders material to the conduct of its business. 

                    (d)      Excluding
the proceeding against Esmond Goei, there is no pending or, to the knowledge of
the Company, threatened, judicial, administrative or arbitral action, claim,
suit, proceeding or investigation 

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which might affect the validity or enforceability of the
Agreements or which involves the Company and which if adversely determined,
could reasonably be expected to have a material adverse effect on the Company.


                    (e)      No
consent or approval of, or exemption by, or filing with, any party or
governmental or public body or authority is required in connection with the
execution, delivery and performance under the Agreements or the taking of any
action contemplated hereunder or thereunder. 

                    (f)      The
Company has been duly organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its formation. The Company is
duly qualified and licensed and in good standing as a corporation in each
jurisdiction in which its current ownership or leasing of any properties or its
ownership or leasing of any properties or the character of its operations as
currently conducted requires such qualification or licensing, except where the
failure to be so qualified would not have a material adverse effect on the
Company. The Company has all power and authority, and has obtained all necessary
authorizations, approvals, orders, licenses, certificates, franchises and
permits of and from all governmental or regulatory officials and bodies
necessary to own or lease its properties and conduct its business other than
those authorizations, approvals and such other documents the lack of which could
not reasonably be expected to have a material adverse effect on the Company.


                    (g)     
The execution, delivery and performance of the Agreements by the Company and the
consummation of the transactions contemplated thereby will not: (i) violate any
provision of the Company's corporate formation documents, (ii) violate, conflict
with or result in the material breach of any of the terms of, result in a
material modification of the effect of, or otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract or other agreement to which the
Company is a party or by or to which the Company or any of the Company's assets
or properties may be bound or subject, (iii) violate any order, judgment,
injunction, award or decree of any court, arbitrator or governmental or
regulatory body by which the Company, or the assets or properties of the Company
are bound, or (iv) to the Company's knowledge, violate any statute, law or
regulation. 

          4.      REPRESENTATIONS
AND WARRANTIES OF LENDER. Lender hereby represents and warrants to the
Company that: 

                    (a)      Lender
has the corporate power and authority to enter into this Loan Agreement and to
perform its obligations hereunder. The execution and delivery by Lender of this
Loan Agreement and the consummation by Lender of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Lender. This Loan Agreement has been duly executed and delivered by Lender
and constitutes valid and binding obligations of Lender, enforceable against it
in accordance with their respective terms, subject to the effects of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and to the application of equitable
principles in any proceeding (legal or equitable). 

                    (b)     
The execution, delivery and performance by Lender of this Loan Agreement and the
other Agreements and the consummation of the transactions contemplated hereby
and thereby do not and will not breach or constitute a default under any
applicable law or regulation or of any agreement, judgment, order, decree or
other instrument binding on Lender. 

                    (c)      There
is no pending, or to the knowledge of Lender, threatened, judicial,
administrative or arbitral action, claim, suit, proceeding or investigation
which might affect the validity or enforceability of this Loan Agreement or the
other Agreements. 

                    (d)     
No consent or approval of, or exemption by, or filing with, any party of
governmental or public body or authority is required in connection with the
execution, delivery and performance under this Loan Agreement or the other
Agreements or the taking of any action contemplated hereunder or thereunder.


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          5.      COVENANTS
OF THE COMPANY. The Company covenants and agrees that, so long as the Note
shall be outstanding, except as otherwise required under the Agreements the
Company shall: 

                    (a)      Promptly
pay and discharge all lawful taxes, assessments and governmental charges or
levies imposed upon it or upon its income and profits, or upon any of its
property, before the same shall become in default as well as all lawful material
claims for labor, materials and supplies which, if unpaid, might become a lien
or charge upon such properties or any part thereof; provided, however, that it
shall not be required to pay and discharge any such tax, assessment, charge,
levy or claim so long as the validity thereof shall be contested in good faith
by appropriate proceedings, and the Company shall set aside on its books
adequate reserves with respect to any such tax, assessment, charge, levy or
claim so contested. 

                    (b)      Pay,
or cause to be paid, all material debts and perform, or cause to be performed,
all material obligations promptly and in accordance with the respective terms
thereof. 

                    (c)      Implement
and maintain a standard system of accounting in accordance with generally
accepted accounting principles ("GAAP"). 

                    (d)     
Provide to Lender the following: 

	 	(i) 	
      as soon as available after the end of each fiscal year of
      the Company, a consolidated balance sheet of the Company as at the end of
      that fiscal year and the related statement of earnings, stockholders'
      equity and changes in financial position of the Company for such fiscal
      year, in accordance with GAAP and audited by independent certified public
      accountants of recognized standing; and

	 	(ii) 	
      as soon as available and in any event within ninety (90)
      days after the end of each of the first three quarters of each fiscal year
      (commencing the quarter ending June 30, 2007), an unaudited consolidated
      balance sheet of the Company as of the end of that quarter, and the
      related unaudited statement of earnings of the Company for the period from
      the beginning of that fiscal year to the end of that quarter, certified by
      the principal financial officer of the Company as having been prepared in
      accordance with GAAP, subject to normal year-end
  adjustments.



                    (e)      Do,
or cause to be done, all things that may be necessary to: 

	 	(i) 	
      maintain its due organization, valid existence and good
      standing under the laws of its state of formation;

	 	(ii) 	
      preserve and keep in full force and effect all
      qualifications, registrations and licenses in those jurisdictions in which
      the failure to do so could or would have a material adverse
  effect;

	 	(iii) 	
      maintain its power or authority to carry on its business
      as now conducted; and

	 	(iv) 	
      use its best efforts to keep available the services of
      its key present employees and agents and maintain its current relations
      with suppliers, customers, distributors and joint venture partners
      (subject to the business judgment of executive
  management).



                    (f)      At
all times maintain, preserve, protect and keep material property used and useful
in the conduct of its business in good repair, working order and condition
(subject to normal wear and tear), and from time to time make all needful and
proper repairs, renewals, replacements, betterment and improvements thereto, so
that the business carried on in connection therewith may be properly conducted
at all times. 

                    (g)      Keep
adequately insured all property of a character usually insured by similar
corporations and carry such other insurance as is usually carried by similar
corporations. 

                    (h)      At
all reasonable times upon Lender's request and upon advance notice to the
Company and for good reason, permit representatives designated by Lender to have
access to the books and records 

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relating to the operations and procedures of the Company
(subject to execution of confidentiality undertakings). 

                    (i)      Not
assume, guaranty or otherwise, directly or indirectly, become liable or
responsible for the obligations of any other person or entity, except for 75% or
greater owned subsidiaries, for the purpose of paying or discharging the
obligations of such person or entity unless such guarantees relate to the
business of the Company, are incurred in the ordinary course of its business and
do not exceed in the aggregate $10,000. 

                    (j)     
Not consolidate with or merge with or into any entity.

                    (k)      Not
sell, lease, transfer, exchange or otherwise dispose of any material part of its
properties and assets except in the ordinary course of business. 

                    (l)      Use
the Loan for general corporate purposes subject to approval by Lender, which
approval shall not be unreasonably withheld or delayed. 

          6.      ASSIGNMENT.
The Agreements may be assigned by Lender provided the Company shall have given
its written consent to any such assignment, which consent will not be
unreasonably withheld. If there is a conflict between this provision and any
provision of the Agreements, this provision shall govern.

          7.     
NOTICES. Notices and other communications provided for herein shall be in
writing and shall be addressed as follows:

	 	If to the Company: 	Cypheredge Technologies, Inc. 
	 	  	13810 SE Eastgate Way, Bldg 1, Suite 160 
	 	  	Bellevue, Washington 98005 
	 	  	Attention: James Linkous, President and CEO
  
	 	  	Fax No.: (425) 373-4610 
	 	  	  
	 	  	  
	 	If to Lender: 	Mistral Ventures, Inc. 
	 	  	Suite 809, 4438 West 10th Avenue
  
	 	  	Vancouver, BC, Canada V6J 1M7 
	 	  	Attention: John Xinos, President and CEO 
	 	  	Fax No.: 


or to such other address as a party may from time to time
designate in writing in accordance with this section. All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given, when delivered if delivered
by hand, when transmission confirmation is received if telecopied, three (3)
business days after mailing if mailed, and two (2) business days after deposit
with an overnight courier service if delivered by overnight courier.
Notwithstanding the foregoing, if a notice or other communication is actually
received after 5:00 p.m. at the recipient’s designated address, such notice or
other communication shall be deemed to have been given the later of (i) the next
business day or (ii) the business day on which such notice or other
communication is deemed to have been given pursuant to the immediately preceding
sentence.

          8.      SEVERABILITY.
If a court of competent jurisdiction determines that any provision of this Loan
Agreement is invalid, unenforceable or illegal for any reason, such
determination shall not affect or impair the validity, legality and
enforceability of the other provisions of this Loan Agreement. If any such
invalidity, unenforceability or illegality of a provision of this Loan Agreement
becomes known or apparent to any of the parties hereto, the parties shall
negotiate promptly and in good faith in an attempt to make appropriate changes
and adjustments to such provision specifically and this Loan Agreement generally
to 

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achieve as closely as possible, consistent with applicable law,
the intent and spirit of such provision specifically and this Loan Agreement
generally. 

          9.      EXECUTION
IN COUNTERPARTS. This Loan Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
the same Loan Agreement. 

          10.      COSTS.
The Company shall pay all fees and disbursements (including reasonable
attorneys’ fees) of the Lender with respect to the enforcement of the
Agreements.

          11.      GOVERNING
LAW. THIS AGREEMENT AND THE VALIDITY AND ENFORCEABILITY HEREOF SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF
LAWS RULES THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE
INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE
AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE
COMMENCED IN THE STATE AND FEDERAL COURTS SITTING IN THE COUNTY OF NEW YORK,
CITY AND STATE OF NEW YORK (THE "NEW YORK COURTS"). EACH PARTY HERETO HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK COURTS FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY TERM THE LOAN AGREEMENT), AND HEREBY IRREVOCABLY WAIVES,
AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE NEW YORK COURTS, OR SUCH NEW
YORK COURTS ARE IMPROPER OR AN INCONVENIENT VENUE FOR SUCH PROCEEDING. 

          IN
WITNESS WHEREOF, the parties have executed this Bridge Loan Agreement as of the
date first written above. 

CYPHEREDGE TECHNOLOGIES, INC.



By:  /s/ James Linkous
                           

          Name: James Linkous 

          Title:
President and CEO 

 

MISTRAL VENTURES, INC. 


By: /s/ John Xinos
                                     

         Name: John Xinos 

         Title: President
and CEO 

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