Exhibit
      10.2 

    WAIVER
      AND AMENDMENT 

    


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

    


    RECITALS

    


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

    


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

    


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

    


    1.
       Waiver. 

     

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

     

    2. Amendments. The
      Holder and the Company hereby agree to amend the Note as follows:

     

    (a) The
      first
      sentence of Section 1 is stricken and replaced with the following:

     

    Maker
      shall pay principal and accrued interest on the earlier of (i) two business
      days
      after the date on which the Company has raised and reported, in the aggregate
      from February 12, 2007 to the date of such report, $20 million of “Net
      Financing” (defined below) and (ii) May 15, 2007. For the purposes of this Note,
“Net
      Financing”
      means, the gross proceeds received by the Company from the sale of any of its
      securities, less any loans that have been outstanding for a term of less than
      six months on the date such financing is closed (regardless of the maturity
      at
      the date of issue) that are repaid from the proceeds of the
      Financing.

    


    (b) Section
      2
      of the Note is amended by adding the following after the words, “amount of
      principal being pre-paid”:

    


    The
      terms of prepayment are also governed by Section 6.15 of a Loan Agreement
      between the Company and the Holder dated May 12, 2006, which section is
      incorporated herein by reference.

     

    
      
         

      

      
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    3. Miscellaneous.

    


    THIS
      WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
      LAWS.

    


    Except
      as
      expressly waived and/or amended hereby, the Note shall remain in full force
      and
      effect in accordance with the terms thereof. The waivers and amendments herein
      are limited specifically to the matters set forth above and do not constitute
      directly or by implication an amendment or waiver of any other provision of
      the
      Note or of any Event of Default or default which may occur or may have
      occurred.

    


    This
      Amendment may be executed in one or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one Amendment.

    


    
      	
               

              PURE
                VANILLA EXCHANGE, INC.

            	
               

              HOLDER

            
	 	 
	 	 
	 	 
	
              By:_____________________________

            	
              _______________________________

            
	
                    
                Steven Yevoli,

            	
              [name]

            
	
                   
                 Chief Executive Officer

            	
               

            
	 	 


    

    
 

     

    
      
         

      

      
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