EXHIBIT
      10.2

    


    VOTING
      AGREEMENT

    


    This
      Voting Agreement (“Agreement”)
      is
      entered into as of March 13, 2007, by and between Ad.Venture
      Partners, Inc.,
      a
      Delaware corporation (“Parent”),
      and
____________________1 (“Shareholder”).

    


    Recitals

    


    A. Shareholder
      is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934) of certain shares in the capital of 180
      Connect Inc.,
      a
      corporation organized under the laws of Canada (the “Company”).

    


    B. Parent,
      6732097
      Canada Inc.,
      a
      corporation organized under the laws of Canada and a wholly-owned subsidiary
      of
      Parent (“Purchaser”),
      and
      the Company are entering into an Arrangement Agreement of even date herewith
      (the “Arrangement
      Agreement”)
      which
      provides that Purchaser and Parent shall acquire all of the issued and
      outstanding Common Shares of the Company and assume the obligation to issue
      common stock upon exercise of the Company Options and Company Warrants and
      conversion of the Convertible Debentures, in each case in accordance with the
      Arrangement Agreement (collectively, the “Arrangement”).
      Terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Arrangement Agreement.

     

    C. In
      order
      to induce Parent to enter into the Arrangement Agreement, Shareholder is
      entering into this Agreement.

     

    Agreement

    


    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein, the
      payment of the sum of One Dollar ($1.00) by Parent to Shareholder and other
      good
      and valuable consideration (the receipt and sufficiency of which is hereby
      acknowledged), the parties hereto covenant and agree as follows:

    


    Section
      1. Certain
      Definitions 

    


    For
      purposes of this Agreement:

    


    (a) Shareholder
      shall be deemed to “Own”
or
      to
      have acquired “Ownership”
of
      a
      security if Shareholder: (i) is the record owner of such security or (ii) is
      the
“beneficial owner” (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934) of such security.

     

    (b) “Subject
      Securities”
shall
      mean: (i) all securities of the Company (including all Common Shares and all
      options, warrants and other rights to acquire Common Shares) Owned by
      Shareholder as of the date of this Agreement and (ii) all additional securities
      of the Company (including all additional Common Shares and all additional
      options, warrants and other rights to acquire Common Shares) of which
      Shareholder acquires Ownership during the period from the date of this Agreement
      through the Voting Covenant Expiration Date.

     

     

    1
      This Voting Agreement was entered into between Ad.Venture and each of
      Messrs. Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic.



    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (c) A
      Person
      shall be deemed to have effected a “Transfer”
of
      a
      security if such Person directly or indirectly: (i) sells, pledges, gifts,
      assigns, encumbers, grants an option with respect to, transfers or disposes
      of
      such security or any interest in such security to any Person other than Parent;
      (ii) enters into an agreement or commitment contemplating the possible sale
      of,
      pledge of, assignment of, encumbrance of, grant of an option with respect to,
      transfer of or disposition of such security or any interest therein to any
      Person other than Parent or (iii) reduces such Person’s beneficial ownership of,
      interest in or risk relating to such security; provided however no Transfer
      shall be deemed to have been effected in connection with the exercise or
      conversion of any options, warrants or other rights to acquire Common Shares
      to
      the extent that the Common Shares so acquired continue to be Owned by such
      Person.

    


    (d) “Voting
      Covenant Expiration Date”
      shall
      mean the earliest of (i) the date upon which the Arrangement Agreement is
      terminated in accordance with its terms, (ii) the Effective Time, (iii) upon
      written notice of termination provided by Parent to Shareholder, (iv) if the
      Proxy Statement shall not have been mailed to Parent Stockholders by August
      6,
      2007; or (v) August 31, 2007.

    


    Section
      2. Transfer
      of Subject Securities and Voting Rights

    


    2.1 Restriction
      on Transfer of Subject Securities. Subject
      to Section 2.3, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Shareholder shall not, directly or indirectly,
      cause or permit any Transfer of any of the Subject Securities to be
      effected.

    


    2.2 Restriction
      on Transfer of Voting Rights.
      Subject
      to Section 4.1, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Shareholder shall ensure that: (a) none of
      the
      Subject Securities is deposited into a voting trust and (b) no proxy or power
      of
      attorney is granted, and no voting agreement or similar agreement is entered
      into, with respect to any of the Subject Securities.

    


    2.3 Permitted
      Transfers. Section
      2.1 shall not prohibit a transfer of the Subject Securities by Shareholder
      (i)
      to any member of Shareholder’s immediate family, or to a trust for the benefit
      of Shareholder or any member of Shareholder’s immediate family, (ii) upon the
      death of Shareholder or (iii) if Shareholder is a partnership, limited liability
      company or other body corporate, to one or more partners or members of
      Shareholder or to an affiliated corporation under common control with
      Shareholder; provided,
      however,
      that a
      transfer referred to in this sentence shall be permitted only if, as a
      precondition to such transfer, the transferee agrees in writing, reasonably
      satisfactory in form and substance to Parent, to be bound by the terms of this
      Agreement.

    


    Section
      3. Term

    


    This
      Agreement shall endure for the period (the “Term”)
      commencing on the date hereof and terminating on the Voting Covenant Expiration
      Date. The termination of this Agreement shall not affect any other agreement
      of
      like effect entered into with any other holder of securities of the Company
      or
      prejudice the right of any party hereto in respect of any breach hereof by
      the
      other party hereto.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Section
      4. Voting
      of Shares

    


    4.1 Voting
      Covenant. Shareholder
      hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting
      of the shareholders of the Company, however called, and in any written action
      by
      consent of shareholders of the Company, unless otherwise directed in writing
      by
      Parent, Shareholder shall cause the Subject Securities to be voted:

    


    (a) in
      favor
      of the approval of the Arrangement Agreement and the Plan of Arrangement (as
      the
      same may be amended in accordance with their terms), the approval of the
      Arrangement and any matter that could reasonably be expected to facilitate
      the
      Arrangement;

    


    (b) against
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of the Company under the Arrangement Agreement
      or the Plan of Arrangement; and

    


    (c) against
      any of the following actions (other than in furtherance of the Arrangement
      and
      the transactions contemplated by the Arrangement Agreement and except as
      otherwise agreed to or directed by Parent in writing): (A) any extraordinary
      corporate transaction or fundamental change, such as a merger, consolidation
      or
      other arrangement or business combination involving the Company or any
      subsidiary of the Company; (B) any sale, lease or transfer of all or
      substantially all of the assets of the Company or any subsidiary of the Company;
      (C) any reorganization, recapitalization, dissolution or liquidation of the
      Company or any subsidiary of the Company; (D) any change in a majority of the
      board of directors of the Company; (E) any change in the authorized capital
      of
      the Company or any amendment to the Company’s articles of incorporation or
      bylaws; (F) any material change in the capitalization of the Company or the
      Company’s corporate structure and (G) any other action which is intended, or
      could reasonably be expected, to impede, interfere with, delay, prevent,
      postpone, discourage or adversely affect the Arrangement or any of the other
      transactions contemplated by the Arrangement Agreement or this
      Agreement.

    


    Prior
      to
      the Voting Covenant Expiration Date, Shareholder shall not enter into any
      agreement or understanding with any Person to vote or give instructions in
      any
      manner inconsistent with clause “(a)”, “(b)”, or “(c)” of the preceding
      sentence. If requested by Parent, Shareholder will execute such documents as
      may
      be reasonably required to give effect to the provisions of this Section upon
      Shareholder having received reasonable opportunity to consult with legal
      counsel. Shareholder further agrees that, during the Term, it shall not enter
      into any agreement or understanding with any person, whether or not in writing,
      directly or indirectly the effect of which would be inconsistent or contrary
      to
      the provisions and agreements contained herein.

    


    4.2 No
      Limit on Fiduciary Duty.
      Nothing
      contained in this Agreement will (a) restrict, limit, prohibit or preclude
      the
      Shareholder from exercising his fiduciary duties under applicable law, or (b)
      require the Shareholder to take any action in contravention of, or omit to
      take
      any action pursuant to, or otherwise take or refrain from taking any actions
      which are inconsistent with the instructions or directions of the Company's
      board of directors undertaken in the exercise of their fiduciary
      duties.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Section
      5. Covenant
      Regarding Notice of Objection

    


    Shareholder
      hereby acknowledges that pursuant to the terms and conditions of the Arrangement
      it has a right to dissent in accordance with Section 190 of the CBCA and hereby
      covenants and agrees that, prior to the Voting Covenant Expiration Date, it
      shall not directly or indirectly cause to be delivered to the Company a written
      objection to the resolution relating to the Arrangement or take any other action
      which is intended, or could reasonable by expected, to impede, delay or prevent
      the consummation of the Arrangement.

    


    


    Section
      6. Non-Solicitation

    


    Subject
      to Section 4.2, Shareholder agrees that, during the period from the date of
      this
      Agreement through the Voting Covenant Expiration Date, Shareholder shall not,
      directly or indirectly: (i) solicit, initiate, induce, facilitate or encourage
      (including by way of furnishing information or entering into any form of
      agreement, arrangement or understanding) the initiation of any inquiries or
      making of any proposals or announcements regarding an Acquisition Proposal;
      (ii)
      engage or participate in any discussions or negotiations with any Person (other
      than Parent and its affiliates) regarding an Acquisition Proposal; (iii)
      approve, endorse or recommend, or propose publicly to approve, endorse or
      recommend, any Acquisition Proposal; (iv) accept or enter into any agreement,
      understanding, arrangement or Contract in respect of an Acquisition Proposal;
      or
      (v) withdraw, amend or modify in a manner adverse to Parent Shareholder’s
      agreement to vote in favor of the Arrangement. Shareholder shall immediately
      terminate any existing solicitations, discussions or negotiations with any
      Person (other than Parent) that has made, indicated any interest to make or
      may
      reasonably be expected to make, an Acquisition Proposal. Shareholder shall
      promptly notify Parent, immediately orally and thereafter in writing, of any
      Acquisition Proposal or inquiry received after the date hereof (whether or
      not
      relating to any Acquisition Proposal or inquiry received prior to the date
      hereof) that could reasonably be expected to lead to an Acquisition Proposal,
      in
      each case received after the date hereof, or any amendments to the foregoing,
      or
      any request for non-public information relating to the Company or any of its
      Subsidiaries in connection with an Acquisition Proposal and a description of
      the
      material terms and conditions of any such Acquisition Proposal or inquiry.
      Shareholder shall keep Parent informed of any change to the material terms
      of
      any such Acquisition Proposal or inquiry. Promptly upon request, Shareholder
      shall provide Parent with copies of all correspondence in respect of any such
      Acquisition Proposal, inquiries or request for information.

    


    Section
      7. Representations
      and Warranties of Shareholder

    


    Shareholder
      hereby represents and warrants to Parent as follows:

    


    7.1 Authorization,
      etc. Shareholder
      has the absolute and unrestricted right, power, authority and capacity to
      execute and deliver this Agreement and to perform his or its obligations
      hereunder and thereunder. This Agreement has been duly executed and delivered
      by
      Shareholder and constitutes a legal, valid and binding obligation of
      Shareholder, enforceable against Shareholder in accordance with their terms,
      subject to (i) laws of general application relating to bankruptcy, insolvency
      and the relief of debtors and (ii) rules of law governing specific performance,
      injunctive relief and other equitable remedies. If Shareholder is a general
      or
      limited partnership, then Shareholder is a partnership duly organized, validly
      existing and in good standing under the laws of the jurisdiction in which it
      was
      organized. If Shareholder is a limited liability company or other body
      corporate, then Shareholder is a limited liability company or body corporate
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction in which it was organized.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    7.2 No
      Conflicts or Consents.

    .

    (a) The
      execution and delivery of this Agreement by Shareholder does not, and the
      performance of this Agreement by Shareholder will not: (i) conflict with or
      violate any law, rule, regulation, order, decree or judgment applicable to
      Shareholder or by which he or it or any of his or its properties is or may
      be
      bound or affected or (ii) result in or constitute (with or without notice or
      lapse of time) any breach of or default under, or give to any other Person
      (with
      or without notice or lapse of time) any right of termination, amendment,
      acceleration or cancellation of, or result (with or without notice or lapse
      of
      time) in the creation of any encumbrance or restriction on any of the Subject
      Securities pursuant to, any contract to which Shareholder is a party or by
      which
      Shareholder or any of his or its affiliates or properties is or may be bound
      or
      affected.

    


    (b) The
      execution and delivery of this Agreement by Shareholder do not, and the
      performance of this Agreement by Shareholder will not, require any consent
      or
      approval of any Person.

    


    7.3 Title
      to Securities.
      As of
      the date of this Agreement: (a) Shareholder holds of record (free and clear
      of
      any encumbrances or restrictions) the number of outstanding Common Shares set
      forth under the heading “Shares Held of Record” on the signature page hereof;
      (b) Shareholder holds (free and clear of any encumbrances or restrictions)
      the
      options, warrants and other rights to acquire Common Shares set forth under
      the
      heading “Options and Other Rights” on the signature page hereof; (c) Shareholder
      Owns the additional securities of the Company set forth under the heading
“Additional Securities Beneficially Owned” on the signature page hereof; (d)
      Shareholder does not directly or indirectly Own any shares of capital stock
      or
      other securities of the Company, or any option, warrant or other right to
      acquire (by purchase, conversion or otherwise) any shares of capital stock
      or
      other securities of the Company, other than the shares and options, warrants
      and
      other rights set forth on the signature page hereof and (e) except as
      contemplated hereby, none of the Subject Securities are subject to any voting
      trust, proxy, power of attorney or other agreement or arrangement with respect
      to the voting or disposition of the Subject Securities, and Shareholder is
      not a
      party to any agreement relating to the Subject Securities, including but not
      limited to any voting agreement, option agreement, purchase or sale agreement,
      shareholder’s agreement or partnership agreement.

    


    7.4 Accuracy
      of Representations.
      The
      representations and warranties contained in this Agreement are accurate in
      all
      respects as of the date of this Agreement, will be accurate in all respects
      at
      all times through the Voting Covenant Expiration Date and will be accurate
      in
      all respects as of the date of the consummation of the Arrangement as if made
      on
      that date.

    


    Section
      8. Additional
      Covenants of Shareholder

    


    8.1 Assistance
      with Arrangement. Subject
      to Section 4.2, until the Voting Covenant Expiration Date, Shareholder agrees
      to
      (i) cooperate with Parent in obtaining all governmental, regulatory and other
      approvals, including the Interim Order and the Final Order (the “Required
      Approvals”),
      required to permit Parent, Purchaser and the Company to complete the
      transactions provided for therein, (ii) if the Company fails to convene and
      hold
      a meeting of shareholders for the purpose of considering the Arrangement
      Resolution in accordance with Section 2.1(c) of the Arrangement Agreement,
      to
      the extent permissible under applicable law, cause the directors of the Company
      to call a meeting of shareholders for the purpose of considering the Arrangement
      Resolution, and (iii) not directly or indirectly: (A) take any actions that
      could have the result of delaying or impeding the ability of Parent, Purchaser
      or the Company to obtain any of the Required Approvals or causing the Court
      to
      amend the Interim Order or the Final Order or the terms and conditions of the
      Arrangement Agreement and/or Plan of Arrangement, other than as requested by
      Parent or Company, (B) take any action or fail to take any action that would
      reasonably be expected to result in the postponement, adjournment or
      cancellation of a shareholder’s meeting convened to consider the Arrangement
      without prior consent of Parent and (C) take any action that would make any
      representation or warranty of Shareholder contained in the Agreement untrue
      or
      that would otherwise undermine the effect and the intent of the
      Agreement.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    8.2 Further
      Assurances.
      From
      time to time and without additional consideration, Shareholder shall (at
      Shareholder’s sole expense) execute and deliver, or cause to be executed and
      delivered, such additional transfers, assignments, endorsements, proxies,
      consents and other instruments, and shall (at Shareholder’s sole expense) take
      such further actions, as Parent may request for the purpose of carrying out
      and
      furthering the intent of this Agreement.

    


    Section
      9. Miscellaneous

    


    9.1 Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties, covenants and agreements made by Shareholder in
      this Agreement shall survive (i) the consummation of the Arrangement, (ii)
      any
      termination of the Arrangement Agreement and (iii) the Voting Covenant
      Expiration Date.

    


    9.2 Expenses.
      All
      costs and expenses incurred in connection with the transactions contemplated
      by
      this Agreement shall be paid by the party incurring such costs and
      expenses.

    


    9.3 Notices.
      Any
      notice or other communication required or permitted to be delivered to either
      party under this Agreement shall be in writing and shall be deemed properly
      delivered, given and received when delivered (by hand, by registered mail,
      by
      courier or express delivery service or by facsimile) to the address or facsimile
      telephone number set forth beneath the name of such party below (or to such
      other address or facsimile telephone number as such party shall have specified
      in a written notice given to the other party):

    


    if
      to
      Shareholder:

    


    at
      the
      address set forth on the signature page hereof; and

     

    if
      to
      Parent:

    


    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      NY 10017

    Attn:
      Chief Executive Officer

    Facsimile:
      (914) 576-5101

     

    9.4 Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties hereto agree that the court making such determination shall have the
      power to limit the term or provision, to delete specific words or phrases,
      or to
      replace any invalid or unenforceable term or provision with a term or provision
      that is valid and enforceable and that comes closest to expressing the intention
      of the invalid or unenforceable term or provision, and this Agreement shall
      be
      enforceable as so modified. In the event such court does not exercise the power
      granted to it in the prior sentence, the parties hereto agree to replace such
      invalid or unenforceable term or provision with a valid and enforceable term
      or
      provision that will achieve, to the extent possible, the economic, business
      and
      other purposes of such invalid or unenforceable term.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    9.5 Entire
      Agreement.
      This
      Agreement, and any other documents delivered by the parties in connection
      herewith constitute the entire agreement between the parties with respect to
      the
      subject matter hereof and thereof and supersede all prior agreements and
      understandings between the parties with respect thereto. No addition to or
      modification of any provision of this Agreement shall be binding upon either
      party unless made in writing and signed by both parties. 

    


    9.6 Assignment;
      Binding Effect.
      Except
      as provided herein, neither this Agreement nor any of the interests or
      obligations hereunder may be assigned or delegated by Shareholder, and any
      attempted or purported assignment or delegation of any of such interests or
      obligations shall be void. Subject to the preceding sentence, this Agreement
      shall be binding upon Shareholder and his heirs, estate, executors and personal
      representatives and his or its successors and assigns, and shall inure to the
      benefit of Parent and its successors and assigns. Without limiting any of the
      restrictions set forth in Section 2 or Section 8.2 or elsewhere in this
      Agreement, this Agreement shall be binding upon any Person to whom any Subject
      Securities are transferred. Nothing in this Agreement is intended to confer
      on
      any Person (other than Parent and its successors and assigns) any rights or
      remedies of any nature.

    


    9.7 Specific
      Performance. The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with its specific
      terms or were otherwise breached. Shareholder agrees that, in the event of
      any
      breach or threatened breach by Shareholder of any covenant or obligation
      contained in this Agreement, Parent shall be entitled (in addition to any other
      remedy that may be available to it, including monetary damages) to seek and
      obtain (a) a decree or order of specific performance to enforce the observance
      and performance of such covenant or obligation, and (b) an injunction
      restraining such breach or threatened breach. Shareholder further agrees that
      neither Parent nor any other Person shall be required to obtain, furnish or
      post
      any bond or similar instrument in connection with or as a condition to obtaining
      any remedy referred to in this Section 9.7, and Shareholder irrevocably waives
      any right he or it may have to require the obtaining, furnishing or posting
      of
      any such bond or similar instrument.

    


    9.8 Non-Exclusivity.
      The
      rights and remedies of Parent under this Agreement are not exclusive of or
      limited by any other rights or remedies which it may have, whether at law,
      in
      equity, by contract or otherwise, all of which shall be cumulative (and not
      alternative). Without limiting the generality of the foregoing, the rights
      and
      remedies of Parent under this Agreement, and the obligations and liabilities
      of
      Shareholder under this Agreement, are in addition to their respective rights,
      remedies, obligations and liabilities under common law requirements and under
      all applicable statutes, rules and regulations. Nothing in this Agreement shall
      limit any of Shareholder’s obligations, or the rights or remedies of Parent,
      under any Affiliate Agreement between Parent and Shareholder; and nothing in
      any
      such Affiliate Agreement shall limit any of Shareholder’s obligations, or any of
      the rights or remedies of Parent, under this Agreement. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    9.9 Governing
      Law; Venue.
      

    


    (a) This
      Agreement shall be construed in accordance with, and governed in all respects
      by, the laws of the State of New York (without giving effect to principles
      of
      conflicts of laws).

    


    (b) Any
      legal
      action or other legal proceeding relating to this Agreement or the enforcement
      of any provision of this Agreement may be brought or otherwise commenced in
      any
      state or federal court located in the State of New York. Shareholder agrees
      that
      service of any process, summons, notice or document by U.S. mail addressed
      to
      him or it at the address set forth on the signature page hereof shall constitute
      effective service of such process, summons, notice or document for purposes
      of
      any such legal proceeding.

    


    (c) SHAREHOLDER
      IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL
      PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF
      THIS AGREEMENT.

    


    9.10 Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such counterparts
      shall together constitute one and the same instrument. A signed counterpart
      provided by way of facsimile or other electronic transmission shall be as
      binding upon parties as an originally signed counterpart.

    


    9.11 Captions.
      The
      captions contained in this Agreement are for convenience of reference only,
      shall not be deemed to be a part of this Agreement and shall not be referred
      to
      in connection with the construction or interpretation of this
      Agreement.

    


    9.12 Attorneys’
      Fees.
      If any
      legal action or other legal proceeding relating to this Agreement or the
      enforcement of any provision of this Agreement is brought against Shareholder,
      the prevailing party shall be entitled to recover reasonable attorneys’ fees,
      costs and disbursements (in addition to any other relief to which the prevailing
      party may be entitled).

    


    9.13 Waiver.
      No
      failure on the part of Parent to exercise any power, right, privilege or remedy
      under this Agreement, and no delay on the part of Parent in exercising any
      power, right, privilege or remedy under this Agreement, shall operate as a
      waiver of such power, right, privilege or remedy; and no single or partial
      exercise of any such power, right, privilege or remedy shall preclude any other
      or further exercise thereof or of any other power, right, privilege or remedy.
      Parent shall not be deemed to have waived any claim available to Parent arising
      out of this Agreement, or any power, right, privilege or remedy of Parent under
      this Agreement, unless the waiver of such claim, power, right, privilege or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of Parent; and any such waiver shall not be applicable
      or
      have any effect except in the specific instance in which it is
      given.

    


    9.14 Construction.

    


    (a) For
      purposes of this Agreement, whenever the context requires: the singular number
      shall include the plural, and vice versa; the masculine gender shall include
      the
      feminine and neuter genders; the feminine gender shall include the masculine
      and
      neuter genders; and the neuter gender shall include masculine and feminine
      genders.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (b) The
      parties agree that any rule of construction to the effect that ambiguities
      are
      to be resolved against the drafting party shall not be applied in the
      construction or interpretation of this Agreement.

    


    (c) As
      used
      in this Agreement, the words “include” and “including,” and variations thereof,
      shall not be deemed to be terms of limitation, but rather shall be deemed to
      be
      followed by the words “without limitation.”

    


    (d) Except
      as
      otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
      this Agreement.

    


    9.15 Independent
      Legal Advice. Each
      of
      the parties acknowledge that they have been advised to and have obtained
      independent legal advice (or declined doing so, despite having the opportunity
      to do so) with respect to this Agreement prior to their execution hereof and
      that they have read and understand the terms of their rights and obligations
      hereunder.

    


    [Signature
      Page Follows]

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      
        Parent
          and Shareholder have caused this Agreement to be executed as of the date
          first
          written above.

      

    

    


    
      	 	 	 
	 	AD.
              VENTURE PARTNERS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Howard
              S.
              Balter
	 	
              

            
	 	
              Name:
                Howard S. Balter

              Title:
                Chief Executive Officer

            




    

      
        	
              	 	 
	 	SHAREHOLDER2
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:
                  

              
	 	Address:
                
	 	
                 

                
                  

                

                 

                
                  
  

              
	 	Facimile:
                _______________________


      

    

     

    

      
        	
                Shares
                  Held of Record1 

              	
                Options
                  and Other Rights2 

              	
                Additional
                  Securities Beneficially Owned3 

              


      

      
        
          
             

          

        

      

    

    
      
        2 Each
          of Messrs. Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic entered
          into this Voting Agreement with Ad.Venture.

      

      
        3
          Messrs.
          Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic hold of record
          100,000, 108,404, 70,000, 1,899,613, 90,404 and 771,146, common shares
          of 180
          Connect Inc., respectively.

      

      
        4
          Messrs.
          Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic hold options
          or other
          rights to acquire 100,000, 100,799, 100,000, 142,056, 100,799 and 100,799,
          common shares of 180 Connect Inc., respectively.

      

      
        5
          None of
          the parties to this Voting Agreement beneficially own any additional 180
          Connect
          securities.

         

        
          
             

          

          10