**Exhibit 10.22**

**LOAN EXTENSION AGREEMENT** (the “Extension Agreement”) made this 24th day of February, 2008 by and between IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the“Company”) and Ron Pitcock, an individual residing at, 7654 Spirit Ranch Road, Golden, Colorado 80403 (the “Lender”). The Company and the Lender are hereinafter individually referred to as a “Party” and collectively asthe “Parties”. 

**W I T N E S S E T H:**

**WHEREAS,** pursuant to a written Pre-Bridge Loan Agreement and annexed 10% promissory note between the Parties dated May 4, 2007 (the “Original Note”), and five year warrant entitling the Lender topurchase an aggregate of 200,000 shares of the Company’s Common Stock, $.001 par value per share at $.50 per warrant Share the Lender advanced an aggregate of $100,000 (the “Original Loan Amount”) to the Company, which became due andpayable on September 19, 2007 (the “Original Due Date”); and 

**WHEREAS,**the Company desires to extend the Original DueDate until March 31, 2009 (the “New Due Date”); and 

**WHEREAS,** the Lender is willing to extend the Original Due Dateuntil the New Due Date on the terms and subject to the conditions hereinafter set forth. 

**NOW, THEREFORE,**in consideration of therepresentations, warranties, covenants and agreements herein contained, the receipt and adequacy of which is hereby acknowledged and accepted, the Parties hereby jointly and severally agree as follows: 

1. **Extension of the Original Due Date**. By virtue of the execution of this Extension Agreement, the Lender hereby extends the Original Due Date tothe New Due Date (the “Extension”). 

2. **Adjustment of the Interest Rate**. The Original Loan Amount was entitled to interestat the rate of 10% per annum through the Original Due Date. In light of the Company’s default from the Original Due Date through the date of this Extension Agreement, the Company hereby covenants and agrees that interest on the OriginalLoan Amount shall be recalculated at Twelve and 99/100 (12.99%) percent per annum through March 1, 2008, and shall aggregate $10,897. As a result, the Original Loan Amount is hereby recalculated to $110,897 (the “New LoanAmount”). 

3. **New Promissory Note**. As a result of the change in interest rate and the extension of the due date, the OriginalNote is hereby superseded and replaced by the 12.99% convertible promissory note annexed to this Extension Agreement as Exhibit “A” and hereby incorporated herein by reference (the “New Note”). Simultaneously with the executionof this Agreement, the Lender shall surrender the Original Note to the Company for destruction. Following the execution of this Extension Agreement, the Original Note shall be void and of no further force or effect. 

4. **Prepayment Option**. The Company shall have the exclusive and non-transferable right and option at any time following the Conditions Precedent(as that term is defined in Section 4A below) to demand that the Lender surrender the New Note to the Company for prepayment of the outstanding principal and accrued interest due thereunder (the “Prepayment Option”). The Company

cannot exercise the Prepayment Option and prepay the New Note until and unless it furnishes the Lender with 30 days advanced written notice of theCompany’s exercise of the Prepayment Option (the “Prepayment Option Notice”). The Prepayment Option Notice, which must set forth evidence of compliance with the Conditions Precedent, shall set a closing date not later than fivebusiness days after the date of the Prepayment Option Notice where the Company shall repay the New Note in full (the “Prepayment Option Closing”). At the Prepayment Option Closing, the Lender shall surrender the New Note to the Companyagainst good funds representing full amount of unpaid principal of the New Note and all accrued interest due thereunder. 

A.The Conditions Precedent. The Company’s right to exercise the Prepayment Option, to issue a Prepayment Option Notice and prepay the New Note is and shall be explicitly conditioned upon the following two conditions: 

1.) *Price*. The last sale price (i.e., the closing bid price for the Company’s Common Stock in the Pink Sheet market or the OTCBulletin Board market as reported by the Pink Sheets, LLC, NASDAQ or similar publisher of such quotations) for 20 consecutive trading days shall be $1.35 or greater; and 

2.) *Volume*. There shall be a minimum average daily trading volume of 50,000 shares during such 20 day trading period (collectivelythe “Conditions Precedent”). 

B. Delivery of the Prepayment Notice and Conversion. The Prepayment OptionNotice shall be mailed to the Lender at its address appearing in this Extension Agreement with a copy sent via email to rpitcock@iptimize.com and shall be effective as of the day sent. The Lender shall have the absolute right to convert allor any portion of the New Note at any time prior to repayment by the Company without regard to or compliance with the Prepayment Option. 

5. **Consideration**. In consideration for the Extension the Company shall grant the following rights and options to the Lender: 

A. Conversion Right. The Lender shall have the exclusive right and option, at any time and from time to time prior to the New Due Date and not thereafter, to convert the entire unpaid principal balance and allunpaid interest comprising the New Loan Amount into fully an aggregate of 246,438 fully paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (the “Conversion Shares”) at $.45 per Conversion Share(the “Conversion Price”) on the following terms and conditions: 

1.) *Manner of Conversion*. On theLender’ presentation to the Company of a duly executed Notice of Conversion in the form annexed to the New Note together with the original executed copy of the New Note, the Lender shall be entitled, subject to the limitations herein contained,to receive in exchange therefore a certificate or certificates for fully paid and non-assessable Conversion Shares at the Conversion Price per Conversion Share. The New Note shall be deemed to have been converted and the person converting the sameto have become the holder of record of Conversion Shares, for the purpose of receiving dividends and for all other purposes whatever as of the date when the Notice of Conversion and the New Note are surrendered to the Company as aforesaid; and

 

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2.) *No Fractional Shares*. No fractional Conversion Shares shall be issuable uponany conversion, it being intended and agreed that the number of Conversion Shares to be received by the Lender upon conversion of the New Note be rounded out (up or down) to the nearest whole share. 

B. New Common Stock Purchase Warrant. Simultaneously with the execution of this Extension Agreement, the Company shall issue anddeliver to the Lender a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “New Warrant”) entitling the Lender to purchase an aggregate of one shareof the Company’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the New Loan Amount (the “New Warrant Shares”) or an aggregate of 123,219 New Warrant Shares. The New Warrant shall beexercisable at a price of $.45 per New Warrant Share the price paid by investors in the Company’s recently concluded private bridge financing. The Company hereby covenants and agrees to register the New Warrant Shares issuable upon theLender’ exercise of the New Warrant in the first Registration Statement filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, so as to enable the Lender to resell their New Warrant Sharesfrom time to time in the Pink Sheet or OTCBB market or in privately-negotiated transactions. The Company shall pay the usual costs of such registration. 

6. **MISCELLANEOUS.**

6.1 Expenses. Regardless of whether or not the transactioncontemplated herein is consummated, the Company shall promptly pay and be responsible for all costs, fees and expenses incurred by them in connection with this Agreement and the transaction contemplated hereby. 

6.2 Amendment and Assignment. This Agreement may not be amended or assigned except by an instrument in writing signed on behalf ofeach of the Parties hereto. 

6.3 Waiver. The failure of any Party to insist upon strict performance of any of theprovisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any of provision, term, condition, warranty or representation contained herein. 

6.4 Binding Effect. All of the terms and provisions of the Agreement shall be binding upon and inure to the benefit of and beenforceable by and against the respective successors and assigns of the Parties. 

6.5 Entire Agreement. Each of theParties covenants that this Agreement, is intended to and does contain and embody herein all of the understandings and agreements, both written and oral, of the Parties. 

6.6 Governing Law. This Agreement shall be governed by and interpreted under and construed in all respects in accordance with thelaws of the State of Colorado irrespective of the place of domicile or residence of any Party. 

 

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6.7 Originals. This Agreement may be executed in counterparts each of which soexecuted shall be deemed an original and constitute one and the same agreement. 

6.8 Addresses of the Parties. EachParty shall at all times keep the other Party informed of its residence or principal place of business if different from that stated herein, and promptly notify the other of any change, giving the address for that Party. 

6.9 Notices. Unless otherwise specifically provided for elsewhere in this Agreement, any notices and other communications requiredto be given pursuant to this Agreement shall be in writing and shall be effective when delivered by hand or upon receipt if sent by mail (registered or certified mail, postage prepared, return receipt requested) or overnight package delivery serviceor upon transmission if sent by telex or facsimile (with request for confirmation of receipt in a manner customary for communications of such respective type), except that if notice is received by telex or facsimile after 5:00 P.M. local time on abusiness day at the place of receipt, it shall be effective as of the following business day. 

**IN WITNESS WHEREOF**, each of the Parties has executedthis Agreement on the date first written above. 

 
**IPTIMIZE, INC.**By: /s/ Clinton J. Wilson Clinton J. Wilson, President
 
/s/ Ron PitcockRon Pitcock
 

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**EXHIBIT “A”**

**12.99% CONVERTIBLE PROMISSORY NOTE**

 
February 24, 2008  $110,897
**FOR VALUE RECEIVED**, IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200,Denver, Colorado 80222 (hereinafter referred to as the “Maker”) promises to pay to the order of Ron Pitcock, an individual residing at, 7654 Spirit Ranch Road, Golden, Colorado 80403 (hereinafter referred to as the “Holder”), inlawful money of the United States, the principal sum of One Hundred Ten Thousand Eight Hundred Ninety Seven and 00/100 ($110,897) Dollars (the “New Loan Amount”) in a single payment on the Due Date (as hereinafter defined) of thispromissory note (the “New Note”), together with interest on the unpaid New Loan Amount at the rate of 12.99% percent per annum and payable monthly commencing on March 1, 2008. The full New Loan Amount shall be due and payable onMarch 31, 2009 (the “Due Date”). 

1. **Prepayment Option.** The Maker shall have the exclusive right and option, withoutpenalty, to prepay the New Loan Amount as provided in Section 4 of a Loan Extension Agreement between the Maker and the Holder of even date herewith, to which this New Note is attached as an exhibit, the text of which is hereby incorporatedinto this New Note by reference (the “Extension Agreement”). 

2. **Conversion****.** The Holder shall have the right andoption to convert this New Note into shares of the Maker’s Common Stock as provided in Section 5A of the Extension Agreement. The Capitalized terms of Section 5A shall have the same meaning in this New Note. 

3. **Collateral Security.** As collateral security for the Maker’s repayment of the New Loan Amount to the Holder, the Maker hereby grants to theHolder and the Holder hereby accepts, a continuing and pro rata first lien and security interest (the “First Lien”) in any and all of the un-pledged or encumbered tangible and intangible assets of the Maker including but not limited to theMaker’s intellectual property (collectively the “Unencumbered Assets”). 

4. **Security Documents and Fees.**Simultaneously with the execution and delivery of this New Note, and upon the written request of the Holder, the Maker shall execute and deliver to the Holder a UCC-1 financing statement evidencing the Holder’s security interest in the Assets.In addition, the Maker hereby specifically agrees and consents that a photocopy or other reproduction of this New Note shall be deemed to be the legal equivalent of a financing statement and may be filed with any county clerk as evidence of theHolder’s security interest in the Assets. 

 

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5. **Events of Default.** The following default provisions shall be applicable to this New Note:

A. Events of Default. The occurrence of any of the following events shall be an event of default under thisAgreement (“Events of Default”): 

1.) The material breach of any representation, warranty or covenant of the Makercontained in Section 5 of the May 4, 2007 Pre-Bridge Loan Agreement between the Parties, the text of which is hereby incorporated herein by reference, and not cured within fifteen (15) days of written notice of such breach;

2.). If the Maker: (i) files a petition in bankruptcy or a petition to take advantage of any insolvency act or otheract for the relief or aid of debtors; (ii) makes an assignment for the benefit of its creditors; (iii) consents to or acquiesces in the appointment of a receiver, liquidator or trustee of itself or of the whole or any part of itsproperties and assets; (iv) files a petition or answer seeking for itself reorganization, arrangement, composition, readjustment. liquidation, dissolution or similar relief under the federal bankruptcy laws or any other applicable law;(v) on a petition in bankruptcy filed against it, is adjudicated a bankrupt; or (vi) is served with a three-day (3) notice to quit any of its leasehold premises, which notice is not discharged or contested in good faith by appropriateproceedings prior to the initiation of an unlawful suit against the Maker; 

3.) If a court of competent jurisdiction shallenter an order, judgment or decree appointing, without the consent of acquiescence of the Maker, as a receiver, liquidator or trustee of the Maker, or of the whole or any substantial part of its properties and assets, or approving a petition filedagainst it seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the federal bankruptcy laws or any other applicable law, and such order judgment or decree shall remain un-vacated or not setaside or un-stayed for an aggregate of thirty (30) days, whether or not consecutive, from the date of the entry thereto; or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shallassume custody or control of the Maker or the whole or any substantial part of its operations and assets and such custody and control shall remain un-terminated or un-stayed for an aggregate of thirty (30) days, whether or not consecutive, fromthe date of assumption of such custody or control. 

B. Due and Payable. Upon the occurrences of any such Event ofDefault, the Lender at its option and exercised by written notice to the Maker, shall deem the principal under this New Note, together with the interest and charges accrued thereon, become immediately due and payable. The Lender may exercise any orall of the rights and remedies granted under the provisions of the Uniform Commercial Code of the State of Colorado (as now or hereafter in effect). Any proceeds realized from the disposition of the assets of the Maker under bankruptcy orliquidation provisions, shall: (i) first be applied to the payment of any wages due to any employees of the Maker, pursuant to Colorado Department of Labor statutes; (ii) then to any secured indebtedness of the Maker; (iii) then toany expenses incurred by the Lender in connection with the disposition; and (iv) the balance shall be applied to the payment of the New Loan Amount; (v) then to any trade or vendor indebtedness; (vi) thereafter to any otherindebtedness and the equity shareholders of the Maker. Any surplus proceeds shall be an asset of the Maker. In the event such proceeds prove insufficient to satisfy all indebtedness secured hereunder, then the Maker shall be liable for thedeficiency. 

 

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C. Other Remedies. The rights, powers and remedies granted to the Lender pursuantto the provisions of this New Note shall be in addition to all the rights, powers and remedies granted to the Lender under any statute or rule of law. Any forbearance, failure or delay by order, exercising any right, power or remedy under this NewNote shall not be deemed to be waiver of such right, power or remedy. Any single or partial exercise (if any right, power or remedy under this New Note shall not preclude the further exercise thereof, and every right, power and remedy of the Lenderunder this New Note shall continue in full force and effect until such right, power or remedy is specifically waived by any instrument executed by the Lender. 

D. Waiver. The Maker for itself and its legal representatives, successors and assigns, expressly waives presentment, protest,demand, notice of dishonor, notice of nonpayment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, and diligence in collection, and consents that the Lender may extend the time for payment or otherwisemodify the terms of payment or any part or the whole of the new Loan Amount. To the fullest extent permitted by law, the Maker waives the statute of limitations in any action brought by the Lender in connection with this New Note and the right to atrial by jury. 

6. **Waiver of Presentment, Etc.** The Maker hereby waives presentment for payment, demand, notice of non-payment anddishonor, protest and notice of protest and waives trial by jury in any action or proceeding arising on, out of, under or by reason of this New Note. The rights and remedies of the Holder shall be deemed cumulative and the exercise of any right orremedy shall not be regarded as barring any other remedy or remedies. The institution of any action or recovery any portion of the indebtedness evidenced by this New Note shall not be deemed a waiver of any other right of Holder. 

7. **Notices.** Any notice required or contemplated by this New Note shall be deemed sufficiently given when delivered in person or sent by registeredor certified mail or priority overnight package delivery service to the principal office of the party entitled to notice or at such other address as the same may designate in a notice for that purpose. All notices shall be deemed to have been madeupon receipt, in the case of mail or personal delivery, or on the next business day, in the case of priority overnight package delivery service. 

8. **Non-Assignability.**This New Note may not be sold, assigned, pledged or hypothecated by the Maker without the written consent of the Holder, or transferred by the Holder without the consent of the Maker, neither which consentsshall be unreasonably withheld. 

9. **Headings.** The headings in this Note are solely for convenience of reference and shall not affectits interpretation. 

 
**IPtimize, Inc.**By: /s/ Clinton J. Wilson Clinton J. Wilson, President
 

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**EXHIBIT “B”**

**COMMON STOCK PURCHASE WARRANT**

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISEHEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE WARRANT OR SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE MAY NOT BE SOLD, TRANSFERRED,ASSIGNED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR UNLESS THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALLFURNISH, WITH RESPECT TO SUCH DISPOSITION, AN OPINION OF COUNSEL SATISFACTORY TO IPTIMIZE, INC. TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT (OR ANYSUPERSEDING STATUTE) OR ANY APPLICABLE STATE SECURITIES LAWS. 

**IPTIMIZE, INC.**

**COMMON STOCK PURCHASE WARRANT**

Thiscertifies that, for value received, Ron Pitcock, an individual residing at, 7654 Spirit Ranch Road, Golden, Colorado 80403 (the “Lender”) or the Lender’s permitted assigns, is entitled, subject to the terms and conditions hereinafterset forth in this Common Stock Purchase Warrant (the “New Warrant”) at any time after issuance and delivery hereof, but before 5:00 o’clock p.m., Colorado time on the fifth anniversary of the execution of this New Warrant, and notthereafter (the “Expiration Date”), to purchase an aggregate of 123,219 shares of Common Stock, $.001 par value per share, of IPtimize, Inc., a Delaware corporation (the “Company”) located at 2135 South Cherry Street, Suite 200,Denver, Colorado 80222 (the New Warrant Shares”). The purchase price payable upon the exercise of this New Warrant shall be $0.45 per New Warrant Share (the “New Warrant Price”). The New Warrant Price shall be paid in lawful funds ofthe United States of America payable in cash or by certified or official bank check. The number of New Warrant Shares has been computed on the basis of one New Warrant Share for every $.90 loaned to the Company by the Lender pursuant to a Pre-BridgeAgreement between the Company and the Lender dated May 4, 2007 as modified by a Loan Extension Agreement dated February 26, 2008 to which this New Warrant is attached as an exhibit. 

Upon delivery of this New Warrant duly executed, together with payment of the entire New Warrant Price for all or any portion of the New Warrant Sharesat the principal office of the Company, or at such other address as the Company may designate by notice in writing to the Lender, the Lender shall be entitled to receive a certificate or certificates for the New Warrant Shares. All shares of theCompany’s common stock (the “Common Stock”) which may be issued upon the exercise of this New Warrant will, upon issuance and payment therefore in accordance with the terms hereof, shall be fully paid and non-assessable and free fromany taxes, liens, and charges with respect thereto. 

 

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This New Warrant is subject to the following terms and conditions: 

1. **Exercise of New Warrant.** This New Warrant may be exercised either on a payment basis by the Lender furnishing the Company with written noticeof his intention to exercise the New Warrant (the “Exercise Notice”). The Exercise Notice shall set a closing date not more than 20 days after the date of the Exercise Notice but not later than the Expiration Date (a “ClosingDate”) and set forth the number of warrant Shares the Lender intends to purchase. On a Closing Date, the purchase of the number of New Warrant Shares shall take place at the offices of the Lender or at such other place as the Parties shallmutually agree. In the event the Lender fails to exercise the New Warrant and set a Closing Date before the expiration of the Expiration Period this New Warrant shall expire and thereafter be and be deemed to be null and void and of no further forceor effect. In the event of an exercise of the New Warrant for less than all the New Warrant Shares the Company shall promptly issue to the Lender a New Warrant representing the right to purchase the balance of such New Warrant Shares containing thesame terms and provisions as are contained in this New Warrant. 

2. **Charges, Taxes and Expenses.** The issuance of certificates forshares of the Common Stock upon the exercise of this New Warrant shall be made with charges to the Lender hereof for any tax or other expense in respect to the issuance of such certificates, all of which taxes and expenses shall be paid by the NewWarrant holder, and such certificates shall be issued in the name of, or in such name or names as may be directed by, the Lender; provided, however, that in the event that certificate for shares of Common Stock are to be issued in a name other thanthe name of the Lender, this New Warrant when surrendered for exercise shall be duly executed by the Lender hereof in person or by an attorney duly authorized in writing. 

3. **Certain Obligations of the Company.** The Company agrees that it will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issuefully-paid and non-assessable shares of Common Stock at the New Warrant Price. 

4. **Notice to New Warrant Holder.** So long as this NewWarrant is outstanding: (i) if the Company shall pay any dividend or make any distribution upon the Common Stock; or (ii) if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of stock ofany class or any other rights; or (iii) if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into any corporation, sale, lease or transfer of all orsubstantially all of the property and assets of the Company to another corporation or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then, in any such case, the Company may cause to be mailed bycertified mail to the Lender hereof, at least 15 days prior to the date specified in (x) or (y) below, as the case may be, a notice 

 

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containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend,distribution or rights, or (y) such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up to take place and the date, if any is to be fixed, as of which the holders of CommonStock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up.

5. **Adjustment to New Warrant Price**. If at any time during the term of this New Warrant the Company shall subdivide, forward splitor reverse split the outstanding shares of Common Stock, the New Warrant Price in effect immediately prior to such subdivision, forward split, or reverse split shall be proportionately decreased or increased as the case may be, so that the NewWarrant holder’s percentage ownership interest in the Company shall not change effective at the close of business on the date of such action. This is not an anti-dilution provision. 

6. **Registration****.** The Company hereby covenants and agrees to include the New Warrant Shares in the Registration Statement as that term isdefined in Section 1.7 of the Agreement to which this New Warrant is attached as an exhibit. The New Warrant Shares shall be subject to the restrictions and limitations contained in Section 1.7 of the Agreement. 

7. **Miscellaneous.**

A.The Company covenants that it will at all times reserve and keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise holder in full. 

B. The terms of this New Warrant shall be binding upon and shall inure to the benefit of any successors or assigns of the Company and ofthe heirs, representatives and estate of the Lender. 

C. The Lender of this New Warrant shall not be entitled to vote orreceive dividends or be deemed to be a shareholder of the Company for any purpose. 

D. This New Warrant may not be dividedinto separate New Warrants. 

E. This New Warrant and all rights hereunder shall be transferable by the Lender so long as theLender; (i) furnishes the Company with prior written notice of the name and address of the assignee and whether this New Warrant has been assigned or transferred in whole or in part; and (ii) such assignment or transfer does not violatethe Securities Act of 1933, as amended. The Company may deem and treat the Lender of this New Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary. 

 

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F. Upon receipt by the Company of evidence satisfactory to it of the loss, theft,destruction or mutilation of this New Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this New Warrant, if mutilated, the Company will execute and deliver anew warrant of like tenor and date. 

**IN WITNESS WHEREOF,** the Company has caused this New Warrant to be signed by the undersignedthereunto duly authorized, as of the date indicated below. 

Dated:  Denver, Colorado 

    February 24, 2008 

 
**IPTIMIZE, INC.**By: /s/ Clinton J. Wilson Clinton J. Wilson, President
 

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**FORM OF SUBSCRIPTION**

(To be signed only upon exercise of the New Warrant.) 

To: IPtimize, Inc.: 

The undersigned, the holder of this New Warrant, hereby irrevocably elects to exercise the purchase rights represented by this New Warrant for, and topurchase thereunder, pursuant to and in accordance with the terms of this New Warrant,                      Shares of Common Stock, $.001 parvalue per share of IPtimize, Inc., and herewith makes payment of the New Warrant Price per share of Common Stock, or an aggregate of $            , and requests that a certificatefor such shares of Common Stock be issued in the name of and be delivered to                         , whose address is                                                        . 

 
Dated:          (Signature must conform in all respects to name of holder as specified on the face of the New Warrant
 

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