EXHIBIT
      10.1

     

    LOAN
      AGREEMENT

     

    Loan
      Agreement
      ("Agreement")
      dated
      as of February 28, 2007 between Pure
      Vanilla Exchange, Inc.,
      a
      Nevada
      corporation (the "Company"),
      and
Jed
      schutz (the
      "Lender").
      Undefined terms contained herein shall have the meaning ascribed to them in
      the
      Note.

     

    WITNESSETH:

     

    Whereas,
      the
      Company has borrowed and Lender has loaned the Company $170,000 on February
      14,
      2007 (“First
      Loan”)
      and an
      additional $170,000 on February 16, 2007 (“Second
      Loan”),
      represented
      by the Notes set forth as Exhibit
      A
      and
Exhibit
      B,
      respectively (the “Prior
      Notes”);
      and

     

    Whereas,
      the
      Company desires to borrow from the Lender, and the Lender wishes to loan to
      the
      Company, the additional principal amount of $220,000 (the “Third
      Loan”)
      and may
      make additional loans to the Company on the same terms (together with the First,
      Second and Third Loans, the “Loans”)
      on the
      terms and conditions set forth in the Note in the form of Exhibit
      C
      attached
      hereto (the "New
      Note"),
      on the
      terms and conditions set forth herein; and

     

    Whereas,
      the
      Company has requested and the Lender has agreed to amend the Prior Notes to
      provide for the same maturity as the Third Loan and subordinate the Loans to
      an
      outstanding secured obligation of the Company.

     

    Now,
      Therefore,
      in
      consideration of the foregoing premises and the covenants contained herein
      and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

     

    ARTICLE
      1

    Loan
      and Note

     

    Section
      1.1 Issuance
      of Note.

     

    (a) Loans.
      Upon the
      following terms and conditions, the Company shall borrow from the Lender, and
      the Lender shall loan to the Company, the principal amount of $410,000 (in
      addition to the $340,000 principal amount of the First and Second Loans) and
      such other additional principal amounts as Lender, in its sole discretion shall
      determine. Within one business day of receiving advances from Lender, the
      Company shall issue to the Lender its Note in a principal amount equal to the
      amount of the Lender’s advance.

     

    (b) The
      Closing.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i) The
      closing of the Loans and the issuance of the Notes to the Lender and the other
      transaction contemplated hereby (the "Closing"),
      shall
      take place at the offices of the Company or at such other place as is mutually
      agreeable as to each advance, at 10:00 am., local time on: (x) the date on
      which
      the last to be fulfilled or waived of the conditions set forth in Article 4
      hereof and applicable to the Closing shall be fulfilled or waived in accordance
      herewith, or (y) such other time and place and/or on such other date as the
      Lender and the Company may agree. The date on which the Closing occurs is
      referred to herein as the "Closing
      Date".

     

    (ii) On
      the
      Closing Date, the Company shall deliver to the Lender one or more New Notes
      (with the number of and outstanding principal amount of each Note to be as
      reasonably requested by the Lender) representing the aggregate amount of the
      Loan made by the Lender registered in the name of the Lender or his nominee
      and
      the Lender shall deliver to the Company the amount of the Loan being made by
      the
      Lender by wire transfer in immediately available funds to an account designated
      in writing by the Company. 

     

    ARTICLE
      2

    Representations
      and Warranties

     

    Section
      2.1 Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations and warranties to the Lender
      as of the date hereof and on each Closing Date:

     

    (a) Organization
      and Qualification; Material Adverse Effect.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the State of Nevada and has the requisite corporate power to own
      its
      properties and to carry on its business as now being conducted. The Company
      does
      not have any direct or indirect subsidiaries (defined as any entity of which
      the
      Company owns, directly or indirectly, 50% or more of the equity or voting power.
      The Company is duly qualified as a foreign corporation to do business and is
      in
      good standing in every jurisdiction in which the nature of the business
      conducted or property owned by it makes such qualification necessary other
      than
      those in which the failure so to qualify would not have a Material Adverse
      Effect. "Material
      Adverse Effect"
      means
      any adverse effect on the business, operations, properties or financial
      condition of the entity with respect to which such term is used and which is
      (either alone or together with all other adverse effects) material to such
      entity and other entities controlling or controlled by such entity taken as
      a
      whole, and any material adverse effect on the transactions contemplated under
      this Agreement or any other agreement or document contemplated
      hereby.

     

    (b) Authorization;
      Enforcement.
      (i) The
      Company has all requisite corporate power and authority to enter into and
      perform this Agreement and to issue the Note in accordance with the terms hereof
      and thereof, (ii) the execution and delivery of this Agreement, the Note by
      the
      Company and the consummation by it of the transactions contemplated hereby
      have
      been duly authorized by all necessary corporate action, and no further consent
      or authorization of the Company or its Board of Directors (or any committee
      or
      subcommittee thereof) or stockholders is required, (iii) this Agreement and
      the
      Note have been duly executed and delivered by the Company, and (iv) this
      Agreement and the Note constitute valid and binding obligations of the Company
      enforceable against the Company in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of creditors' rights and remedies or by
      other equitable principles of general application. 

     

    
      
         

      

      
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    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby
      and the issuance of the Note do not and will not (i) result in a violation
      of
      the Company's Charter or By-Laws or (ii) conflict with, or constitute a default
      (or an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, any agreement, indenture, patent, patent license or instrument
      to which the Company is a party (collectively, "Company
      Agreements"),
      or
      (iii) result in a violation of any federal, state, local or foreign law, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations) applicable to the Company or by which any of its property
      is bound or affected, except (other than in the case of clause (i) above) where
      such violation would not reasonably be expected to have a Material Adverse
      Effect. The business of the Company is being conducted in material compliance
      with (i) its Charter and By-Laws, (ii) all Company Agreements and (iii) all
      applicable laws, ordinances or regulations of any governmental entity, except
      (other than in the case of clause (i) above) where such violation would not
      reasonably be expected to have a Material Adverse Effect. Except for filings,
      consents and approvals required under applicable state and federal securities
      laws, the Company is not required under federal, state, local or foreign law,
      rule or regulation to obtain any consent, authorization or order of, or make
      any
      filing or registration with, any court or governmental agency in order for
      it to
      execute, deliver or perform any of its obligations under this Agreement and
      the
      Note. 

     

    (d) No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, or, to its knowledge, any person acting
      on its or their behalf has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the Securities
      Act
      in connection with the offer or sale of the Note.

     

    (e) No
      Litigation.
      No
      litigation or claim (including those for unpaid taxes) against the Company
      is
      pending or, to the Company's knowledge, threatened, and no other event has
      occurred, which if determined adversely could reasonably be expected to have
      a
      Material Adverse Effect on the Company or could reasonably be expected to
      materially and adversely affect the transactions contemplated
      hereby.

     

    (f) Permits;
      Compliance.
      The
      Company is in possession of all franchises, grants, authorizations, licenses,
      permits, easements, variances, exemptions, consents, certificates, approvals
      and
      orders necessary to own, lease and operate its properties and to carry on its
      business as it is now being conducted (collectively, the "Company
      Permits"),
      except
      where failure to possess such Company Permits would not have a Material Adverse
      Effect on the Company and there is no action pending or, to the knowledge of
      the
      Company, threatened regarding suspension or cancellation of any of the Company
      Permits except for such Company Permits the failure of which to possess, or
      the
      cancellation or suspension of which, would not, individually or in the
      aggregate, have a Material Adverse Effect on the Company. To the best of its
      knowledge the Company is in not material conflict with, or in material default
      or material violation of, any of the Company Permits. The Company has not
      received any notification with respect to possible material conflicts, material
      defaults or material violations of applicable laws.

     

    
      
         

      

      
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    (g) Taxes.
      All
      federal, state, city and other tax returns, reports and declarations required
      to
      be filed or extended by or on behalf of the Company have been filed or extended
      and all such filed returns are complete and accurate and disclose all taxes
      (whether based upon income, operations, purchases, sales, payroll, licenses,
      compensation, business, capital, properties or assets or otherwise) required
      to
      be paid in the periods covered thereby. All taxes required to be withheld by
      or
      on behalf of the Company in connection with amounts paid or owing to any
      employees, independent contractor, creditor or other party have been withheld,
      and such withheld taxes have either been duly and timely paid to the proper
      governmental authorities or set aside in accounts for such
      purposes.

     

    (h) Title
      to Properties; Encumbrances.
      The
      Company owns (with good and marketable title in the case of real property)
      all
      the properties and assets (whether real, personal, or mixed and whether tangible
      or intangible ("Company Property")) that it purports to own. All material
      Company Property is free and clear of all encumbrances

    


    Section
      2.2 Representations
      and Warranties of the Lender.
      The
      Lender makes the following representations and warranties to the Company as
      of
      the date hereof and on each Closing Date:

     

    (a) Authorization;
      Enforcement.
      (i) The
      Lender has the requisite power and authority to enter into and perform this
      Agreement, to make the Loan, (ii) the execution and delivery of this Agreement
      by the Lender and the consummation by him of the transactions contemplated
      hereby and thereby have been duly authorized by all necessary corporate or
      partnership action, and (iii) this Agreement constitutes the valid and binding
      obligation of the Lender enforceable against the Lender in accordance with
      its
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally the enforcement of creditors' rights and remedies or
      by
      other equitable principles of general application.

     

    (b) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the performance under
      the Note and the consummation by the Lender of the transactions contemplated
      hereby and thereby do not and will not (i) conflict with any agreement,
      indenture or instrument to which the Lender is a party, or (ii) result in a
      material violation of any law, rule, or regulation, or any order, judgment
      or
      decree of any court or governmental agency applicable to the Lender. The Lender
      is not required to obtain any consent or authorization of any governmental
      agency in order for it to perform its obligations under this Agreement or the
      Note.

     

    (d) Investment
      Representations.

     

    (i) Access
      to Other Information. The
      Lender acknowledges that the Company has made available to the Lender the
      opportunity to examine such additional documents from the Company and to ask
      questions of, and receive full answers from, the Company concerning, among
      other
      things, the Company, its financial condition, its management, its prior
      activities and any other information which the Lender considers relevant or
      appropriate in connection with entering into this Agreement.

     

    
      
         

      

      
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    (ii) Risks
      of Investment.
      The
      Lender acknowledges that the Note has not been registered under the Act. The
      Lender is familiar with the provisions of Rule 144 and understands that in
      the
      event all of the applicable requirements of Rule 144 are not satisfied,
      registration under the Act or some other exemption from the registration
      requirements of the Act will be required in order to dispose of the Note, and
      that the Lender may be required to hold the Note for a significant period of
      time prior to reselling it. The Lender acknowledges that the Company has no
      obligation to register such Note. The Lender is capable of assessing the risks
      of an investment in the Note and is fully aware of the economic risks
      thereof.

     

    (iii) Investment
      Representation.
      The
      Lender is acquiring the Note for his own account and not with a view to
      distribution in violation of any securities laws. The Lender has no present
      intention to sell the Note in violation of federal or state securities laws
      and
      the Lender has no present arrangement (whether or not legally binding) to sell
      the Note to or through any person or entity; provided,
      however, that by making the representations herein, the Lender does not agree
      to
      hold the Note for any minimum or other specific term and reserves the right
      to
      dispose of the Note at any time in accordance with federal and state securities
      laws applicable to such disposition.

     

    (iv) Restricted
      Securities. He
      acknowledges and understands that the terms of issuance have not been reviewed
      by the SEC or by any state securities authorities and that the Note will be
      issued in reliance on the certain exemptions for non-public offerings under
      the
      Act, which exemptions depend upon, among other things, the representations
      made
      and information furnished by the Lender, including the bona fide nature of
      the
      Lender’s investment intent as expressed above.

     

    (v) Ability
      to Bear Economic Risk. He
      is an
      "accredited" Lender as defined in Rule 501 of Regulation D, as amended, under
      the Act, and that it (i) is able to bear the economic risk of his investment
      in
      the Note, (ii) is able to hold the Note for an indefinite period of time, (iii)
      can afford a complete loss of his investment in the Note, and (iv) has adequate
      means of providing for his current needs.

     

    (vi) No
      Public Solicitation. At
      no
      time was the Lender presented with or solicited by any general mailing, leaflet,
      public promotional meeting, newspaper or magazine article, radio or television
      advertisement, or any other form of general advertising or general solicitation
      in connection with the issuance.

     

    
      
         

      

      
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    (vii) Reliance
      by the Company.
      The
      Lender understands that the Note is being or will be, as the case may be,
      offered and sold in reliance on a transactional exemptions from the registration
      requirements of federal and state securities laws and that the Company is
      relying upon the truth and accuracy of the representations, warranties,
      agreements, acknowledgments and understandings of the Lender set forth herein
      in
      order to determine the applicability of such exemptions and the suitability
      of
      the Lender to acquire the Note. 

     

    (e) Brokers.
      The
      Lender has taken no action which would give rise to any claim by any person
      for
      brokerage commissions, finder's fees or similar payments by the Company relating
      to this Agreement or the transactions contemplated hereby. 

     

    ARTICLE
      3

    Covenants

     

    Section
      3.1 Replacement
      Note.
      The
      Note held by the Lender (or then holder) may be exchanged by the Lender (or
      such
      holder) at any time and from time to time for Note with different denominations
      representing an equal principal amount of Note, as requested by the Lender
      (or
      such holder) upon surrendering the same. No service charge will be made for
      such
      registration or transfer or exchange. 

     

    Section
      3.2 Use
      of
      Proceeds.
      The
      Company agrees that the proceeds received by the Company from the sale of the
      Note hereunder shall be used for working capital purposes. 

     

    Section
      3.3 Form
      D; Blue Sky Laws.
      The
      Company agrees to file a Form D with respect to the Note as required under
      Regulation D. The Company shall take such action as the Company shall have
      reasonably determined is necessary to qualify the Note under applicable
      securities or "blue sky" laws of the states of the United States (or to obtain
      an exemption from such qualification).

     

    Section
      3.4 Subsequent
      Financing.
      

    


    (a) Most
      Favored Nation Provision.
      If the
      Company effects a subsequent bridge financing at any time prior to the maturity
      date of the Note, and the interest rate of the subsequent bridge financing
      is
      higher than the Note or the warrant coverage of such financing is different
      that
      the Loans, the interest rate of the Prior Notes and New Notes shall be adjusted
      to the stated interest rate of the subsequent bridge financing and the Company,
      at the Lender’s election, shall issue identical warrants to the Lender in the
      same ratio as such warrants bear to debt securities issued in the subsequent
      bridge financing. The Company shall provide the Lender written notice of any
      such subsequent bridge financing three business days prior to
      closing.

    


    (b) “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      directors or consultants pursuant to any stock or option plan duly adopted
      by a
      majority of the non-employee members of the Board of Directors of the Company
      or
      a majority of the members of a committee of non-employee directors established
      for such purpose, (b) warrants issued to obtain the extension of indebtedness
      outstanding on the date of this or (c) securities issued pursuant to
      acquisitions or strategic transactions approved by a majority of the
      disinterested directors, provided any such issuance is not primarily for the
      purpose of raising capital or to an entity whose primary business is investing
      in securities.

    


    
      
         

      

      
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    ARTICLE
      4

    Conditions
      to Closings

     

    Section
      4.1 Conditions
      Precedent to the Obligation of the Company to Issue the New Note.
      The
      obligation hereunder of the Company to issue the Note to the Lender at each
      Closing (unless otherwise specified) is subject to the satisfaction, at or
      before such Closing, of each of the applicable conditions set forth below.
      These
      conditions are for the Company's sole benefit and may be waived by the Company
      at any time in its sole discretion.

     

    (a) Accuracy
      of the Lender’s Representations and Warranties.
      The
      representations and warranties of the Lender will be true and correct in all
      material respects as of the date when made and as of each Closing Date as though
      made at that time (except for representations and warranties as of an earlier
      date, which will be true and correct as of such date).

     

    (b) Performance
      by the Lender.
      The
      Lender shall have performed all agreements and satisfied all conditions required
      to be performed or satisfied by the Lender at or prior to each
      Closing.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement or the New Note. 

     

    (d) Loan
      Price.
      The
      Company shall have received the aggregate amount of the Loan from the Lender,
      without discount.

     

    Section
      4.2 Conditions
      Precedent to the Obligation of the Lender to Make Loan.
      The
      obligation hereunder of the Lender to make the Loan at each Closing (unless
      otherwise specified) is subject to the satisfaction, at or before such Closing,
      of each of the applicable conditions set forth below. These conditions are
      for
      the Lender's benefit and may be waived by the Lender at any time in his sole
      discretion.

     

    (a) Accuracy
      of the Company's Representations and Warranties.
      The
      representations and warranties of the Company shall be true and correct in
      all
      material respects as of the date when made and as of each Closing Date as though
      made at that time (except for representations and warranties as of an earlier
      date, which shall be true and correct as of such date).

     

    
      
         

      

      
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    (b) Performance
      by the Company.
      The
      Company shall have performed all agreements and satisfied all conditions
      required to be performed or satisfied by the Company at or prior to each
      Closing.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive, judicial or administrative order, decree,
      ruling or injunction shall have been enacted, entered, promulgated or endorsed
      by any court or governmental authority of competent jurisdiction which prohibits
      the consummation of any of the transactions contemplated by this Agreement
      or
      the New Note.

     

    (d) Adverse
      Changes.
      No event
      which had or is likely to have, in the reasonable judgment of the Lender, a
      Material Adverse Effect on the Company or any of its direct or indirect
      subsidiaries shall have occurred.

     

    (e) Note.
      The
      Lender shall have received the New Note substantially in the form annexed hereto
      as Exhibit
      C.
      

     

    ARTICLE
      5

    Subordination

    


    (a) Subordination.
      Holder
      for itself, its successors and assigns covenants and agrees that to the extent
      and in the manner hereinafter set forth, the Loans shall be subordinated and
      subject in right of payment to the prior payment in full of all Senior
      Indebtedness (defined below) solely in the manner set forth in this Section
      5.
      The provisions of this Section 5 are made for the benefit of all holders of
      Senior Indebtedness and are intended to be and are an inducement and a
      consideration for each holder of Senior Indebtedness, whether created on, before
      or after the date hereof, to acquire and hold or continue to hold such Senior
      Indebtedness. Any such holder may proceed to enforce such provisions and Holder
      for itself, its successors and assigns hereby waives notice or proof of reliance
      hereon by any holder of Senior Indebtedness and protest, demand for payment
      and
      notice of default.

    


    (b) “Senior
      Indebtedness”
means
      “Indebtedness”
as
      defined in the Senior Secured Convertible Note issued on December 26, 2006
      in
      the original principal amount of $1,500,000 to Gottbetter Master,
      Ltd.

    


    (c) Subordination
      Agreements.
      Lender
      covenants and agrees that payment of the sums due or to be due under the Notes
      are expressly subordinated to all Senior Indebtedness in the manner provided
      herein, and Lender agrees to enter into any further subordination agreement
      by
      any holder of Senior Indebtedness, provided, however, that such agreement is
      reasonable and consistent with the terms and conditions set forth in this
      Section 5. 

    


    (d) Hold
      Payments in Trust.
      If
      Lender receives any payment in respect of any sum due or to be due under the
      Notes which Lender knows it is not entitled to receive, it will hold any amount
      so received in trust for the benefit of the holders of the Senior Indebtedness
      and will forthwith turn over such payment to such holders of the Senior
      Indebtedness in the form received to be applied on the Senior Indebtedness
      upon
      receipt of written notice from all such holders.

    


    
      
         

      

      
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    (e) No
      Action.
      Lender
      will not commence any action or proceeding against the Company or any guarantor
      hereof to recover all or any part of this Note or join with any creditor under
      any bankruptcy, reorganization, readjustment or arrangement of debt,
      receivership, liquidation or insolvency law or statute of the federal or any
      state government, unless Lender shall have given the holders of the Senior
      Indebtedness 60 days notice of its intention to do so and unless the holders
      of
      the Senior Indebtedness shall also have the opportunity to join in bringing
      any
      such proceedings against the Company.

     

    (f)
       Changes
      to Senior Indebtedness.
      At any
      time and from time to time, the holders of the Senior Indebtedness may, without
      the consent of or notice to Lender, without incurring responsibility to Lender,
      and without impairing or releasing any of their rights or any of the obligations
      of Lender hereunder:

    


    (i) change
      the amount, manner, place or terms of payment or change or extend the time
      of
      payment of or renew or alter the Senior Indebtedness in any manner;

    


    (ii) sell,
      exchange, release or otherwise deal with any property pledged or mortgaged
      to
      secure, or howsoever securing, the Senior Indebtedness;

    


    (iii)
       release
      anyone liable in any manner for the payment or collection of the Senior
      Indebtedness;

    


    (iv)
       exercise
      or refrain from exercising any rights against the Company and others;
      and

    


    (v) apply
      any
      sums by whomsoever paid or however realized to the Senior
      Indebtedness.

    


    ARTICLE
      6

    Amendment

    


    (a) Amendment.
      The
      Prior Notes are hereby amended to strike paragraph 1 of each Note and substitute
      the following:

    


    “1. Payments.
      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) provided, all “Indebtedness”
defined
      in the Senior Secured Convertible Note issued on December 26, 2006 in the
      original principal amount of $1,500,000 to Gottbetter Master, Ltd. has been
      paid
      in full and (ii) September 29, 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. Payments
      shall be made at the offices of Maker or at such other place as Payee or any
      subsequent holder may designate to Maker in writing.”

    


    
      
         

      

      
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    (b) Notation.
      Lender
      will endorse the following on each of the Prior Notes and will fax a copy of
      each to the Company:

    


    “All
      sums
      due on this Note are subordinated to the rights of a secured lender pursuant
      to
      a loan agreement between the Company and Jed Schutz dated as of February 28,
      2007.”

    


    ARTICLE
      7

    Legend

     

    The
      Company will issue one or more Note in the name of the Lender and in such
      denominations to be specified by the Lender prior to (or from time to time
      subsequent to) Closing. Each certificate representing the Note and any shares
      of
      Common Stock issued upon conversion or exercise thereof initially shall be
      stamped or otherwise imprinted with a legend substantially in the following
      form:

     

    
      	 	
              This
                note has not been registered under the Securities Act of 1933 or
                any state
                securities laws. It may not be Transferred, Assigned, sold or offered
                for
                sale except pursuant to an effective registration statement under
                said Act
                and any applicable state securities law or an opinion of counsel,
                in form
                and substance reasonably acceptable to the company, that registration
                is
                not required because of an applicable exemption from such registration
                requirements.

            


    

    


    The
      Company agrees to reissue Note, without the legend set forth above at such
      time
      as (i) the holder thereof is permitted to dispose of such Note pursuant to
      Rule
      144 under the Act, or (ii) such Note is sold to a purchaser or purchasers who
      (in the opinion of counsel to the seller or such purchaser(s), in form and
      substance reasonably satisfactory to the Company and its counsel) are able
      to
      dispose of such shares publicly pursuant to an Effective Registration or
      exemption. 

     

    ARTICLE
      8

    Miscellaneous

     

    Section
      8.1 Stamp
      Taxes.
      The
      Company shall pay all stamp and other taxes and duties levied in connection
      with
      the issuance of the Note.

     

    Section
      8.2 Specific
      Performance; Consent to Jurisdiction; Jury Trial.

     

    (a) The
      Company and the Lender acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (b) the
      Company and the Lender (i) hereby irrevocably submits to the exclusive
      jurisdiction of the United States District Court, the New York state courts
      and
      other courts of the United States sitting in New York County, New York for
      the
      purposes of any suit, action or proceeding arising out of or relating to this
      agreement and (ii) hereby waives, and agrees not to assert in any such suit
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of such court, that the suit, action or proceeding is brought
      in an
      inconvenient forum or that the venue of the suit, action or proceeding is
      improper. to the extent permitted by applicable law, the company and each of
      the
      Lender consents to process being served in any such suit, action or proceeding
      by mailing a copy thereof to such party at the address in effect for notices
      to
      it under this agreement and agrees that such service shall constitute good
      and
      sufficient service of process and notice thereof. nothing in this paragraph
      shall affect or limit any right to serve process in any other manner permitted
      by applicable law.

     

    (c) The
      Company and the Lender each hereby waives all rights to a trial by
      jury.

     

    Section
      8.3 Entire
      Agreement; Amendment.
      This
      Agreement, together with the Note and the agreements and documents executed
      in
      connection herewith and therewith, contains the entire understanding of the
      parties with respect to the matters covered hereby and thereby, supersedes
      any
      prior understanding, memoranda or other written or oral agreements between
      or
      among any of them respecting the matters covered hereby and thereby and, except
      as specifically set forth herein or therein, neither the Company nor the Lender
      makes any representation, warranty, covenant or undertaking with respect to
      such
      matters. No provision of this Agreement may be waived or amended other than
      by a
      written instrument signed by the party against whom enforcement of any such
      amendment or waiver is sought. 

     

    Section
      8.4 Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by mail, facsimile or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be:

     

    to
      the
      Company:

    


    Pure
      Vanilla eXchange, Inc.

    805
      Third
      Avenue

    New
      York,
      NY 10022

    


     

    to
      the
      Lender:

    


    Jed
      Schutz

    ______________________

    ______________________

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      10 days' written notice of such changed address to the other parties
      hereto.

    


    Section
      8.5 Indemnity.
      Each
      party shall indemnify each other party against any loss, cost or damages
      (including reasonable attorney's fees but excluding consequential damages)
      incurred as a result of such parties' breach of any representation, warranty,
      covenant or agreement in this Agreement; or incurred as a result of the
      enforcement of this indemnity.

     

    Section
      8.6 Waivers.
      No
      waiver by any party of any default with respect to any provision, condition
      or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of any party to exercise any right hereunder in
      any
      manner impair the exercise of any such right accruing to it
      thereafter.

     

    Section
      8.7 Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      8.8 Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their successors and permitted assigns. The
      parties hereto may amend this Agreement without notice to or the consent of
      any
      third party. The Company may not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of all Lender (which
      consent may be withheld for any reason in their sole discretion), except that
      the Company may assign this Agreement in connection with the sale of all or
      substantially all of its assets provided that (a) the Company is not released
      from any of its obligations hereunder, (b) such assignee assumes all obligations
      of the Company hereunder, and (c) appropriate adjustment of the provisions
      contained in this Agreement and the Note, in form and substance reasonably
      satisfactory to the Lender, to place the Lender in the same position as they
      would have been but for such assignment, in accordance with the terms of the
      Note. The Lender may not assign this Agreement (in whole or in part) or any
      rights or obligations hereunder without the consent of the Company (which shall
      not be unreasonably withheld), except that the Lender may assign his rights
      hereunder in connection with an assignment of the Note.

     

    Section
      8.9 No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    Section
      8.10 Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York applicable to agreements executed and to be
      performed entirely within such State. 

     

    Section
      8.11 Survival.
      The
      representations and warranties and the agreements and covenants of the Company
      and the Lender contained herein shall survive the Closing.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Section
      8.12 Execution.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement, it being understood that all parties
      need
      not sign the same counterpart. 

     

    Section
      8.13 Publicity.
      The
      Company agrees that it will not disclose, and will not include in any public
      announcement, the name of the Lender without the express written agreement
      of
      the Lender, unless and until such disclosure is required by law or applicable
      regulation, and then only to the extent of such requirement. The Company agrees
      that it will deliver a copy of any public announcement regarding the matters
      covered by this Agreement or any agreement and document executed herewith to
      the
      Lender and any public announcement including the name of the Lender to the
      Lender, reasonably in advance of the release of such announcements.

     

     

     

    Signature
      Page Follows

     

     

     

    
 

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

     

    COMPANY:

    


    PURE
      VANILLA EXCHANGE, INC.

    


    


    By:/s/
      Steven Yevoli

    Name:
      Steven Yevoli

    Title:   Chief
      Executive Officer

    


    


    LENDER:

    


    /s/
      Jed Schutz

    Jed
      Schutz

     

     

    
 

    
      
         

      

      
        14