EXHIBIT 10.2

    


    Loan
      Agreement

    


    This
      Loan
      Agreement (the “Agreement”) is entered into this 1st day of November, 2005 by
      and between Asset
      Growth Partners & Company, LLC., a New York limited company doing business
      as “AGP & Company” (“AGP”); Cayman
      Lender, Ltd., a Cayman Island exempted company (“Cayman”); and Green Mountain
      Capital, Inc., a Nevada corporation (“GMCI”).

    


    


    WITNESSESTH
      :

    


    


    WHEREAS,
      AGP
      wishes to provide funding in the amount of up to $25,000,000.00 (the “AGP
      Funding”) to enable GMCI to re-organize itself by making various acquisitions
      and integrating the entities or assets acquired (and liabilities assumed) into
      GMCI’s business operations pursuant to GMCI’s Plan of
      Re-organization;

    


    WHEREAS,
      prior
      to the execution of this Agreement, AGP has already made expenditures and
      extended, provided, or arranged for credit for the benefit of GMCI to enable
      it
      to begin to execute its Plan of Re-organization (the “AGP Preliminary
      Funding”);

    


    WHEREAS,
      AGP
      plans to make additional expenditures and extend, provide, or arrange for
      additional credit for the benefit of GMCI to enable it to complete its Plan
      of
      Re-organization (the “AGP Additional Funding”);

    


    WHEREAS,
      Cayman
      is a wholly-owned subsidiary of AGP;

    


    WHEREAS,
      the AGP
      Preliminary Funding was made by AGP before Cayman became a wholly-owned
      subsidiary of AGP;

    


    WHEREAS,
      AGP and
      Cayman deem it advisable that the AGP Funding should be made to GMCI through
      the
      auspices of Cayman, and, accordingly, 

    


    (a)
      AGP
      will advance the proceeds of the AGP Additional Funding to Cayman, and Cayman
      will then advance the proceeds of the AGP Additional Funding to GMCI;
      and

    


    (b)
      as to
      the AGP Preliminary Funding previously made by AGP, the Parties shall deem
      said
      proceeds to have been advanced by AGP to Cayman, and then by Cayman to GMCI,
      so
      that 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i)
      Cayman shall be deemed to have received the AGP Preliminary Funding from AGP,
      and Cayman shall be deemed to be indebted to AGP for the AGP Preliminary
      Funding; and

    


    (ii)
      in
      turn, Cayman shall be deemed to have advanced the AGP Preliminary Funding to
      GMCI, and GMCI shall be deemed to be indebted to Cayman for the AGP Preliminary
      Funding; so that

    


    (A)
      GMCI
      shall be responsible for repaying the AGP Preliminary Funding to Cayman;
      and

    


    (B)
      Cayman shall be responsible for repaying the AGP Preliminary Funding to AGP;
      and


    


    (C)
      once
      GMCI repays the amount of the AGP Preliminary Funding to Cayman, Cayman shall,
      thereupon, repay the amount of the AGP Preliminary Funding to AGP.

    


    WHEREAS,
      the
      Parties wish to memorialize their objectives and relationships in this Loan
      Agreement.

    


    NOW
      THEREFORE,

    


    In
      consideration of the Promises and Mutual Covenants contained herein, given
      by
      each Party to the other in order to induce the other to enter into this
      Agreement, and for other good and valuable consideration, the truth and
      sufficiency of which are acknowledged, the Parties agree as follows:


    


    1.
      Defined Terms.

     

    The
      following terms shall have the following meanings for the purposes of the
      Agreement:

    


    (a)
       “GMCI
      Preliminary Funding Needs” shall mean those sums of money or availability of
      credit which was needed to enable GMCI to begin
      to
      implement its
      Plan
      of Re-organization;

    


    (b) “AGP
      Preliminary Funding Accounting” shall mean an accounting by AGP of

    the
      expenditures made or credit extended, provided, or arranged for by AGP prior
      to
      the execution of this Agreement for the benefit of GMCI to enable it (GMCI)
      to
      begin to implement its Plan of Re-organization;

    


    (c) “GMCI-to-Cayman
      Preliminary Funding Obligation Memorandum” shall mean that writing, in the form
      set forth herein as Exhibit
      I,
      in
      which GMCI acknowledges its (GMCI’s) obligation to Cayman to repay Cayman for
      the AGP Preliminary Funding, as set forth in the AGP Preliminary Funding
      Accounting;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d) “Cayman-to-AGP
      Preliminary Funding Obligation Memoranda” shall mean that writing, in the form
      set forth herein as Exhibit
      II,
      in
      which Cayman acknowledges its (Cayman’s) obligation to AGP to repay AGP for the
      AGP Preliminary Funding, as set forth in the AGP Preliminary Funding
      Accounting;

    


    (e) “GMCI
      Additional Funding Needs” shall mean those sums of money or availability of
      credit which shall be needed, from time to time, to enable GMCI to continue
      to
      implement and complete its Plan of Re-organization;

     

    (f) “GMCI
      Right to Additional Fundings” shall mean the right of GMCI to demand of Cayman,
      from time to time, that, within 30 days after Cayman has received a
      GMCI-to-Cayman Notice of Demand for Additional Funding, Cayman shall provide
      GMCI with a sum of money or availability of credit equal
      to
      the GMCI Additional Funding Needs set forth in the Notice;

    


    (g) “GMCI-to-Cayman
      Notice of Demand for Additional Funding” shall mean the written notice, in the
      form set forth herein as Exhibit
      III,
      that
      GMCI shall deliver to Cayman to demand that Cayman provide it (GMCI) with the
      GMCI Additional Funding Needs set forth in said Notice;

    


    (h) “GMCI-to-Cayman
      Additional Funding Obligation Memoranda” shall mean any of those writings, in
      the form set forth herein as Exhibit
      IV,
      in
      which GMCI acknowledges its (GMCI’s) obligation to repay Cayman for the Cayman
      Additional Funding

    


    (i) “Cayman
      Additional Funding Needs” shall mean those sums of money or availability of
      credit which shall be needed, from time to time, to enable Cayman to fund a
      given GMCI Right to Additional Fundings; 

     

    


    (j) “Cayman
      Right to Additional Fundings” shall mean the right of Cayman to demand of AGP,
      from time to time, that, within 20 days after AGP has received a Cayman-to-AGP
      Notice of Demand for Additional Funding, AGP shall provide Cayman with a sum
      of
      money or availability of credit equal
      to
      the Cayman Additional Funding Needs set forth in the Notice; 

    


    (k) “Cayman-to-AGP
      Notice of Demand for Additional Funding” shall mean the written notice, in the
      form set forth herein as Exhibit
      V,
      that
      Cayman shall deliver to AGP to demand that AGP provide it (GMCI) with the Cayman
      Additional Funding Needs set forth in said Notice; 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (l) “Cayman-to-AGP
      Additional Funding Obligation Memoranda” shall mean any of those writings, in
      the form set forth herein as Exhibit
      VI,
      in
      which Cayman acknowledges its (Cayman’s) obligation to repay AGP for the AGP
      Additional Funding.

    


    


    2. Funding
      by Cayman to GMCI.

    


    (a)
       From
      time
      to time, GMCI shall deliver to Cayman a GMCI-to-Cayman
      Notice of Demand for Additional Funding in which GMCI shall demand that Cayman
      provide it (GMCI) with the amount of the GMCI Additional Funding Needs set
      forth
      in said Notice.

    


    (b)  Within
      30
      days after Cayman has received a given GMCI-to-Cayman Notice of Demand for
      Additional Funding, Cayman shall provide GMCI with a sum of money or
      availability of credit equal
      to
      the amount of the GMCI Additional Funding Needs set forth said
      Notice.

    


    (c)
       Upon
      receipt of said funding, GMCI shall immediately deliver to Cayman a
      GMCI-to-Cayman Additional Funding Obligation Memoranda in a like
      amount.

    


     

    3.
       Funding
      by AGP to Cayman.

    


    (a)
       Immediately
      upon receipt by Cayman from GMCI of a given GMCI-to-Cayman Notice of Demand
      for
      Additional Funding, Cayman shall thereupon deliver to AGP a Cayman-to-AGP
      Notice of Demand for Additional Funding in a like amount.

    


    (b)
       Within
      20
      days after AGP has received a given Cayman-to-AGP Notice of Demand for
      Additional Funding, AGP shall provide Cayman with a sum of money or availability
      of credit equal to the amount of the Cayman Additional Funding Needs set forth
      said Notice.

    


    (c) Upon
      receipt of said funding, Cayman shall immediately deliver to AGP a Cayman-to-AGP
      Additional Funding Obligation Memoranda in like amount.

    


    


    
      
        4.
          Resolution
          of the Benefits Received by GMCI from the AGP Preliminary
          Funding.

      

    

    


    (a) Following
      the execution of this Agreement, AGP shall prepare and deliver to Cayman and
      to
      GMCI a copy of the AGP Preliminary Funding Accounting in which AGP shall set
      forth the various AGP Preliminary Fundings, including any credit extended,
      provided, or arranged for by AGP for the benefit of GMCI.

    


    (b)
       Immediately
      following receipt by GMCI of the AGP Preliminary Funding Accounting, GMCI shall
      deliver to Cayman the GMCI-to-Cayman Preliminary Funding Obligation Memorandum
      in which GMCI shall acknowledge to Cayman its (GMCI’s) obligation to repay
      Cayman for the AGP Preliminary Funding, as the same was set forth in the AGP
      Preliminary Funding Accounting, so that

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i)
       GMCI
      shall thereupon be responsible for repaying the AGP Preliminary Funding to
      Cayman.

    


    (c)
       Immediately
      following receipt by Cayman of the GMCI-to-Cayman Preliminary Funding Obligation
      Memorandum, Cayman shall deliver to AGP the Cayman-to-AGP Preliminary Funding
      Obligation Memorandum in which Cayman shall acknowledge to AGP its (Cayman’s)
      obligation to repay AGP for the AGP Preliminary Funding, as the same was set
      forth in the AGP Preliminary Funding Accounting, so that

    


    (i)
       Cayman
      shall thereupon be responsible for repaying the AGP Preliminary Funding to
      AGP;
      and 

    


    (ii)
       upon
      receipt by Cayman from GMCI of payment for the amount of the AGP Preliminary
      Funding received by GMCI, Cayman shall thereupon repay the AGP Preliminary
      Funding to AGP.

    


    


    5.
       AGP’s
      Warranties and Representations.

    


    AGP
      represents and warrants to, and covenants and agrees with Cayman and GMCI as
      follows:

    


    (a) AGP
      is
      not now, nor in the future will be, or allow itself to become, an Affiliate
      of
      GMCI or Internet Communications PLC (“ITPLC”).

    


    (b) AGP
      is
      a limited
      liability company
      duly
      organized and validly existing under the laws of the jurisdiction in which
      it
      was incorporated.
      AGP has
      all requisite corporate power and authority to own, lease and operate its
      properties and assets, and to carry on its business as presently conducted.
      AGP
      is qualified to do business as a foreign business organization in each
      jurisdiction in which the ownership of its property or the nature of its
      business requires such qualification, except where failure to so qualify would
      not have a material adverse effect on AGP.

    


    (c) This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      AGP and is a valid and binding agreement in accordance with its terms, subject
      to general principles of equity and to bankruptcy or other laws affecting the
      enforcement of creditors’ rights generally. All corporate action on the part of
      AGP or its members necessary for the authorization, execution, delivery and
      performance of this Agreement has been taken.

    


    (d) The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      charter or operating agreement of AGP, and any amendments thereto, or any
      material mortgage, indenture, lease or other agreement or instrument, permit,
      concession, franchise, license, judgment, order, decree, statute, law ordinance,
      rule or regulation applicable to AGP its properties or assets. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
      Cayman’s Warranties and Representations.

    


    Cayman
      represents and warrants to, and covenants and agrees with AGP and GMCI as
      follows:

    


    (a) Cayman
      is
      not now, nor in the future will be, or allow itself to become, an Affiliate
      of
      GMCI or ITPLC.

    


    (b) Cayman
      is
      a corporation
      duly
      organized and validly existing under the laws of the jurisdiction in which
      it
      was incorporated.
      Cayman
      has all requisite corporate power and authority to own, lease and operate its
      properties and assets, and to carry on its business as presently conducted.
      Cayman is qualified to do business as a foreign corporation in each jurisdiction
      in which the ownership of its property or the nature of its business requires
      such qualification, except where failure to so qualify would not have a material
      adverse effect on Cayman.

    


    (c) This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      Cayman and is a valid and binding agreement in accordance with its terms,
      subject to general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors’ rights generally. All corporate action
      on the part of Cayman, its directors and shareholders necessary for the
      authorization, execution, delivery and performance of this Agreement has been
      taken.

    


    (d) The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      Articles of Incorporation, and any amendments thereto, By-laws, Stockholders
      Agreements and any amendments thereto of Cayman or any material mortgage,
      indenture, lease or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law ordinance, rule or
      regulation applicable to Cayman , its properties or assets. 

    


     

    


    7.
       GMCI’s
      Warranties and Representations.

    


    GMCI
      represents and warrants to, and covenants and agrees with AGP and Cayman as
      follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) GMCI
      is
      not now, nor in the future will be, or allow itself to become, an Affiliate
      of
      AGP or Cayman.

    


    (b) GMCI
      is
      a corporation
      duly
      organized and validly existing under the laws of the jurisdiction in which
      it
      was incorporated.
      GMCI
      has all requisite corporate power and authority to own, lease and operate its
      properties and assets, and to carry on its business as presently conducted.
      GMCI
      is qualified to do business as a foreign corporation in each jurisdiction in
      which the ownership of its property or the nature of its business requires
      such
      qualification, except where failure to so qualify would not have a material
      adverse effect on GMCI.

    


    (c) This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      GMCI and is a valid and binding agreement in accordance with its terms, subject
      to general principles of equity and to bankruptcy or other laws affecting the
      enforcement of creditors’ rights generally. All corporate action on the part of
      GMCI, its directors and shareholders necessary for the authorization, execution,
      delivery and performance of this Agreement has been taken.

    


    (d) The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      Articles of Incorporation, and any amendments thereto, By-laws, Stockholders
      Agreements and any amendments thereto of GMCI or any material mortgage,
      indenture, lease or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law ordinance, rule or
      regulation applicable to GMCI , its properties or assets. 

    


    8.
       Notice.

    


    (a)
       Any
      notice, request, instruction or other document required by the terms of this
      Agreement to be given to any other Party hereto shall be in writing and shall
      be
      given either 

    


    (i)
       by
      telephonic facsimile, in which case notice shall be presumptively deemed to
      have
      been given at the date and time displayed on the sender’s transmission
      confirmation receipt showing the successful receipt thereof by the
      recipient;

    


    (ii)
       by
      nationally recognized courier or overnight delivery service in which the date
      of
      delivery is recorded by the delivery service, in which case notice shall be
      presumptively deemed to have been given at the time that records of the delivery
      service indicate the writing was delivered to the addressee; 

    


    (iii)
       by
      United
      States or Royal Mail
      sent by
      registered or certified mail, postage prepaid, with return receipt requested,
      in
      which case notice shall be presumptively deemed to have been given at the time
      that records of the United States Postal Service or Her Majesty’s Royal
      Mail
      indicate
      the writing was delivered to the addressee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
       Notice
      shall be sent:

    


    (i)
       If
      to
      Cayman, to:

    


    Cayman
      Lender, Ltd.

    c/o
      Quin
& Hampson

    Third
      Floor

    Harbour
      Centre

    P.O.
      Box
      1348 

    George
      Town

    Grand
      Cayman, Cayman Islands

    


    Attention:
      Kenneth Farrow     

    


    
      	
            	Telephone
              Number:	
              (345)
                949 - 4123

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (345)
                949 - 4647

            


    

    


     

    (ii)
       If
      to
      AGP, to:

     

    AGP
&
      Company, LLC

    81
      Greene
      Street

    3rd
      Floor

    New
      York,
      New York 10012

    


    Attention:
      Steven
      W.
      Bingaman, General Partner

    


    
      	
            	Telephone
              Number:	
              (212)
                274 - 8101

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (212)
                274 - 8102

            


    

    


     

     (iii)
       If
      to
      GMCI, to:

     

    Green
      Mountain Capital, Inc.,

    201
      South
      Biscayne Boulevard

    28th
      Floor

    Miami,
      Florida 33131


    Attention:
      Shmuel Shneibalg, President

    
      	
            	Telephone
              Number:	
              (917)
                620 - 6401 

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (925)
                955 - 0800

            


    

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (iv)
       or
      to
      such other address as a Party may have specified in writing to the
      other
      Parties using the procedures specified above in this Section.

     

    


    


    9.
       Choice
      of Law, Venue, Arbitration, Waiver of Jury Trial.

    


    (a) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the Cayman Islands without regard to the rules of
      private international law thereof.

    


    (b) The
      Parties irrevocably agree that the Grand Court of the Cayman Islands shall
      have
      exclusive jurisdiction in respect of any dispute, suit, action or proceeding
      (“Proceedings”) which may arise out of or in connection with this Agreement and
      that, without prejudice to the rules of service of said Court, Proceedings
      may
      be served by delivering the same in an envelope addressed to the Party to be
      served at the address for such Party set out in Section
      8
      of this
      Agreement. 

    


    


    10. Miscellaneous.

    


    (a)
       Appendices
      and Exhibits; Entire Agreement. All
      Exhibits to this Agreement are incorporated herein by reference and shall
      constitute part of this Agreement. This Agreement sets forth the entire
      agreement and understanding of the Parties relating to the subject matter hereof
      and thereof, and it supersede all prior and contemporaneous agreements,
      negotiations and understandings between the Parties, both oral and written,
      relating to the subject matter hereof. 

    


    (b) Title
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for the convenience of
      reference and are not to be considered in construing or interpreting this
      Agreement.

    


    (c) Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which may be
      executed by less than all of the Parties. each of which shall be deemed to
      be an
      original instrument which shall be enforceable against the Parties actually
      executing such counterparts, and all of which together shall constitute one
      and
      the same instrument.

    


    (d) Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      or
      other tribunal of competent jurisdiction to be illegal, unenforceable or void,
      this Agreement shall continue in full force and effect without said
      provision.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)
       Amendment;
      No Waiver.
      No Party
      shall be liable or bound to any other Party in any manner by any warranties,
      representations or covenants except as specifically set forth in this Agreement.
      Except as expressly provided in this Agreement, neither this Agreement nor
      any
      term hereof may be amended, waived, discharged or terminated other than by
      a
      written instrument signed by both parties hereto. The failure of the either
      Party to insist on strict compliance with this Agreement, or to exercise any
      right or remedy under this Agreement, shall not constitute a waiver of any
      rights provided under this Agreement, nor estop a Party from thereafter
      demanding full and complete compliance nor prevent a Party from exercising
      such
      a right or remedy in the future.

    


    (e) Transaction
      Costs. 
      Each
      party shall bear its own legal fees and other out of pocket costs in connecting
      with the negotiation and execution of this Agreement.

    


    (f) Brokerage.
      Each of
      the Parties hereto represents that it has had no dealings in connection with
      this transaction with any finder or broker which would impose a legal obligation
      to pay any fee or commission. Each of the Parties agree to indemnify and hold
      the others harmless against any and all liabilities to any persons claiming
      brokerage commissions or finder’s fees on account of services purported to have
      been rendered on behalf of the indemnifying party in connection with this
      Agreement or the transactions contemplated hereby.

    


    (g) Survival.
      All
      representations and warranties contained in this Agreement by the Parties shall
      survive the termination of this Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of
      the
      date first set forth above.

     

    
      	 	 	 
	 	
              AGP:

               

              Asset Growth Partners & Company, LLC., a New York
                limited liability company doing business as “AGP &
                Company”

            
	 
 	 
 	 
 
	 	By:  	/s/
              Steven W. Bingaman
	 	Steven W. Bingaman, Managing
              Member
	 	 


    

     

    
      	 	 	 
	 	
              CAYMAN:

               

              Cayman Lender, Ltd.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Steven W. Bingaman
	 	Steven W Bingaman, President
	 	 


    

    

      	 	 	 
	 	
              GMCI:

               

              Green
                Mountain Capital, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
              Shmuel Shneibalg
	 	Shmuel Shneibalg, President
	 	 


    

     

     

    


    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK 

    Exhibits
      Begin on the Following Page


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      I 

    


    (Respecting
      the Obligation of GMCI to Repay Cayman for the AGP Preliminary
      Funding)

    


    GMCI-to-Cayman
      Preliminary Funding Obligation Memorandum

    


    Green
      Mountain Capital, Inc.,

    201
      South
      Biscayne Boulevard

    28th
      Floor

    Miami,
      Florida 33131

     

    Telephone
      Number: (917) 620 - 6401

    Facsimile
      Telephone Number:
      (925)
      955 - 0800

    


    __________
      ____, 2005

    


    


    Green
      Mountain Capital, Inc. (“GMCI”) hereby acknowledges receipt from and
      indebtedness to Cayman Lender, Ltd. (“Cayman”) of consideration in the amount of
      $________________. 00 in the form of:

    


    (a)
      Cash
      advanced by Cayman to GMCI in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for by Cayman to or for the benefit
      of
      GMCI in the amount of $ ___________ .00

    


    GMCI
      acknowledges that repayment is due on demand.

    


    


    
      	 	 	 
	 	COMPANY
              NAME CORPORATION
	 
 	 
 	 
 
	Date: 	By:  	/s/                                      
                      
	 	
              Shmuel Shneibalg, President,

              and not personally.

            
	 	 




    


    


    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    


    Exhibit
      II
      Appears on the Following Page 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      II

    


    (Respecting
      the Obligation of Cayman to Repay AGP for the AGP Preliminary
      Funding)

    


    Cayman-to-AGP
      Preliminary Funding Obligation Memorandum

    


    Cayman
      Lender, Ltd.

    c/o
      Quin
& Hampson

    Third
      Floor - Harbour Centre

    P.O.
      Box
      1348

    George
      Town

    Grand
      Cayman, Cayman Islands

    Telephone
      Number (345) 949 - 4123

    Facsimile
      Telephone Number (345) 949 - 4647

    __________
      ____, 2005

    


    


    Cayman
      Lender, Ltd. (“Cayman”) hereby acknowledges receipt from and indebtedness to
Asset
      Growth Partners & Company. LLC., a New York limited company, doing business
      as “AGP & Company” of
      consideration in the amount of $________________. 00 in the form
      of:

    


    (a)
      Cash
      advanced by AGP to Cayman in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for by AGP to or for the benefit of
      Cayman in the amount of $ ___________ .00

    


    Cayman
      acknowledges that repayment is due on demand.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/                                                        
              
	 	
              Steven
                W. Bingman, as President, and not personally.

            
	 	 





    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    


    Exhibit
      III
      Appears on the Following Page 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      III

     

    


    (Respecting
      the Request of GMCI for Additional Funding from Cayman) 

    


    GMCI-to-Cayman
      Notice of Demand for Additional Funding

    


    Green
      Mountain Capital, Inc.,

    201
      South
      Biscayne Boulevard

    28th
      Floor

    Miami,
      Florida 33131

     

    Telephone
      Number: (917) 620 - 6401

     

    Facsimile
      Telephone Number:
      (925)
      955 - 0800

    


    Dated: __________
      ____, 2005

    


    
      	To:	
              Cayman
                Lender, Ltd.

            


    

    c/o
      Quin
& Hampson

    Third
      Floor - Harbour Centre

    P.O.
      Box
      1348 

    George
      Town

    Grand
      Cayman, Cayman Islands

    Attention:
      Kenneth Farrow, Esq.     

    
      	
            	TelephoneNumber:	
              (345)
                949 - 4123

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (345)
                949 - 4647

            


    

    


    


    Notice
      is
      hereby given that, as presently foreseen, in order to continue to implement
      and
      complete its Plan of Reorganization, Green Mountain Capital, Inc. will need,
      and
      therefore demands that Cayman Lender, Ltd. advance to it, additional
      consideration in the amount of $___________. 00 in the form of

    


     

    (a)
      Cash
      in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for in the amount of $___________.
      00

    


    ______________________

    Shmuel
      Shneibalg, President

    


     

    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    


    Exhibit
      IV
      Appears on the Following Page 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      IV

     

    


    (Respecting
      the Obligation of GMCI to Repay Cayman for the Cayman Additional
      Funding)

    


    GMCI-to-Cayman
      Additional Funding Obligation Memorandum

    


    Green
      Mountain Capital, Inc.,

    201
      South
      Biscayne Boulevard

    28th
      Floor

    Miami,
      Florida 33131

     

    Telephone
      Number: (917) 620 - 6401

     

    Facsimile
      Telephone Number:
      (925)
      955 - 0800

    __________
      ____, 2005

    


    


    Green
      Mountain Capital, Inc. (“GMCI”) hereby acknowledges receipt from and
      indebtedness to Cayman Lender, Ltd. (“Cayman”) of consideration in the amount of
      $________________. 00 in the form of:

    


    (a)
      Cash
      advanced by Cayman to GMCI in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for by Cayman to or for the benefit
      of
      GMCI in the amount of $ ___________ .00

    


    GMCI
      acknowledges that repayment is due on demand.

    


    
      	 	 	 
	 	COMPANY
              NAME CORPORATION
	 
 	 
 	 
 
	 	By:  	                                                     
              
	 	
              Shmuel
                Shneibalg, President,  

              and
                not personally.

            
	 	 




    


    


    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    


    Exhibit
      V
      Appears on the Following Page

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     Exhibit
      V 

     

    


    (Respecting
      the Request of Cayman for Additional Funding from AGP) 

    


    Cayman-to-AGP
      Notice of Demand for Additional Funding

    


    Cayman
      Lender, Ltd.

    c/o
      Quin
& Hampson

    Third
      Floor - Harbour Centre

    P.O.
      Box
      1348

    George
      Town

    Grand
      Cayman, Cayman Islands

    Telephone
      Number (345) 949 - 4123

    Facsimile
      Telephone Number (345) 949 - 4647

    


    Dated: __________
      ____, 2005

    


    To:    

    AGP
&
      Company, LLC

    81
      Greene
      Street

    3rd
      Floor

    New
      York,
      New York 10012

    


    Attention:
      Steven W. Bingaman, Managing Member

    


    
      	
            	Telephone
              Number:	
              (212)
                274 - 8101

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (212)
                274 - 8102

            


    

    


    Notice
      is
      hereby given that, as presently foreseen, in order to continue to implement
      and
      complete the Plan of Reorganization of Green Mountain Capital, Inc. Cayman
      Lender, Ltd. will
      need, and therefore demands that AGP
&
      Company, LLC
      advance
      to it, additional consideration in the amount of $___________. 00 in the form
      of

     

    (a)
      Cash
      in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for in the amount of $___________.
      00

    


    ______________________    

    Steven
      W.
      Bingaman, President

     

    


     

    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    Exhibit
      VI
      Appears on the Following Page

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     Exhibit
      VI

     

    


    (Respecting
      the Obligation of Cayman to Repay AGP for the AGP additional
      Funding)

    


    Cayman-to-AGP
      Additional Funding Obligation Memorandum

    


    Cayman
      Lender, Ltd.

    c/o
      Quin
& Hampson

    Third
      Floor - Harbour Centre

    P.O.
      Box
      1348

    George
      Town

    Grand
      Cayman, Cayman Islands

    Telephone
      Number (345) 949 - 4123

    Facsimile
      Telephone Number (345) 949 - 4647

    __________
      ____, 2005

    


    


    Cayman
      Lender, Ltd. (“Cayman”) hereby acknowledges receipt from and indebtedness to
Asset
      Growth Partners & Company. LLC., a New York limited liability company doing
      business as “AGP & Company” of
      consideration in the amount of $________________. 00 in the form
      of:

    


    (a)
      Cash
      advanced by AGP to Cayman in the amount of $___________. 00

    


    (b)
      Credit provided, extended, or arranged for by AGP to or for the benefit of
      Cayman in the amount of $ ___________ .00

    


    Cayman
      acknowledges that repayment is due on demand.

    


    By:
      ______________________________________ 

    Steven
      W.
      Bingman, as President, and not personally.