Exhibit
      (10.7) - Loan Agreement with HSK
      Funding, Inc.


    


     

    Adsouth
      Partners, Inc.

    1141
      South Rogers Circle, Suite 11

    Boca
      Raton, Florida 33487

     

    December
      20, 2005

     

    HSK
      Funding

    300
      Plaza
      Drive

    Vestal,
      NY 13850

     

    Gentlemen:

     

    Reference
      is made to the promissory note (the “Note”) dated the date of this Agreement
      issued by Adsouth Partners, Inc., a Nevada corporation (the “Company”), payable
      to HSK Funding (“Payee”) in the principal amount of one million dollars
      ($1,000,000).

     

    In
      consideration for the loan by Payee to the Company, the Company hereby agrees
      as
      follows:

     

    1.  The
      Company will, subject to its agreement with Marquette Commercial Finance, Inc.
      (“Marquette”), grant Payee a security interest in (a) all consignment invoices
      issued by the Company to Walgreens, GNC and any other consignment customers
      and
      (b) the inventory relating to such consignment invoices. As used in this
      agreement a consignment invoice is an invoice for goods delivered to a customer
      where the payment obligation of the customer under the invoice does not arise
      until the products are sold by the customer.

     

    2.  The
      Company will use its commercially reasonable efforts to obtain a release by
      Marquette of the consignment invoices and related inventory from the collateral
      granted by the Company to Marquette. In the event the Company obtains such
      approval, the Company will pay the cost of filing any UCC-1 financing statements
      which Payee may reasonably request.

     

    3.  The
      Company will pay to Payee all moneys received by it in respect of the
      consignment invoices within five (5) business days of receipt and collection
      by
      the Company.

     

    4.  Payee
      shall have the right, at Payee’s cost and expense, on reasonable notice to the
      Company, to inspect the Company’s books are records to the extent reasonably
      necessary to confirm compliance by the Company of its obligations under this
      Agreement. Payee shall, and shall cause its representatives, to treat the
      information as confidential and proprietary of the Company and shall not
      disclose such information for any purpose. The cost of such inspection shall
      by
      paid by Payee except that, if such inspection results in an increase in payments
      by the Company of more than ten percent (10%), the Company shall pay the cost
      of
      the inspection.

     

    5.  The
      parties confirm their intention that the Note be replaced by a financing
      agreement covering the consignment invoices and related security.

     

    6.  This
      Agreement constitutes the entire agreement of the parties as to its subject
      matter, superseding all prior and contemporaneous oral or written
      agreement.

     

    [Signatures
      on following page]

     


    
      
        
        

      

      
        I

        
          

        

      

      
        
        

        Exhibit
          (10.7) - Loan Agreement with HSK Funding, Inc.

         

      

    


    Please
      confirm your agreement with the foregoing.

     

     

    
      	 	 	 
	 	ADSOUTH
              PARTNERS,
              INC.
	 
 	 
 	 
 
	 	By:  	/S/
              Anton Lee
              Wingeier
	 	Anton Lee Wingeier, CFO
	 	 


    

     

    AGREED
      TO:

     

    
       

      
        	 	 	 
	HSK
                FUNDING	 
	 
 	 
 	 
 
	 	By:  	/S/
                Burton I.
                Koffman
	 	Burton I. Koffman
	 	 


      

    

     

     

    
      
        
        

      

      
        II

        
          

        

      

      
        
        

        Exhibit
          (10.7) - Loan Agreement with HSK Funding, Inc.

         

      

    


    


     

    
      	
               

              $1,000,000
                

            	 	
              Boca
                Raton, Florida 

              December
                20, 2005 

            


    

    


     

    DEMAND
      PROMISSORY NOTE

     

    FOR
      VALUE
      RECEIVED, Adsouth Partners, Inc., a Nevada corporation with offices at 1141
      South Rogers Circle, Suite 11, Boca Raton, Florida 33487 (“Payor”), hereby
      promises to pay on demand to order of HSK Funding (“Holder”), the principal
      amount of one million dollars ($1,000,000), and to pay interest on the
      outstanding principal amount at an interest rate equal to the lesser of eighteen
      percent (18%) per annum or the maximum rate of interest which may legally be
      charged. 

     

    In
      any
      legal proceeding to enforce payment of this Note, Payor waives trial by jury,
      claims for offset and counterclaims. Payor hereby waives presentment, demand,
      protest and notice of protest. Payor may prepay this Note in whole at any time
      and in part from time to time without payment of any penalty or premium,
      provided that accrued interest is paid to the date of such
      prepayment.

     

    Payment
      of this Note is guaranteed by John P. Acunto, Jr.

     

    This
      Note
      replaces and restates, with an increase in the principal amount, the Payor’s
      promissory note dated December 7, 2005, in the principal amount of $500,000,
      payable to Holder.

     

    In
      the
      event that Holder commences a legal proceeding in order to enforce its rights
      under this Note, Payor shall pay the reasonable legal fees and expenses incurred
      by Holder with respect thereto.

     

    This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      Florida applicable to agreements entered and to be performed wholly within
      such
      State without regard to principles of conflicts of laws. IN
      ANY SUCH ACTION, PAYOR WAIVES ANY RIGHT TO A TRIAL BY JURY.

     

    IN
      WITNESS WHEREOF, Payor has executed this Note on the date and year first
      aforesaid.

     

    
      
        	 	 	 
	 	ADSOUTH
                PARTNERS,
                INC.
	 
 	 
 	 
 
	 	By:  	/S/
                Anton Lee
                Wingeier
	 	Anton Lee Wingeier, CFO
	 	 


      

    

    

      
        
          
          

        

        
          III

          
            

          

        

        
          
          

          Exhibit
            (10.7) - Loan Agreement with HSK Funding, Inc.

           

        

      



    GUARANTEE

     

    For
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, John P. Acunto, Jr. (“Guarantor”), hereby unconditionally and
      irrevocably guarantees to HSK Funding (“Holder”), the payment and performance by
      Adsouth Partners, Inc., a Nevada corporation (“Payor”), of all of Payor’s
      obligations pursuant to Demand Promissory Note in the principal amount of one
      million dollars ($1,000,000). 

     

    The
      liability of Guarantor shall be direct and immediate and not conditional or
      contingent upon the pursuance by Holder of whatever remedies it may have, at
      law
      or in equity, against Payor or any other party. Guarantor hereby waives
      presentment for payment, demand, protest and notice of protest and of
      nonpayment.

     

    The
      obligations of Guarantor shall not be impaired, diminished or discharged, in
      whole or in part, by any extension of time granted by the holder of the Note,
      by
      any course of dealing between the holder of the Note and Payor, or by the
      unenforceability of the Note, in whole or in part, for any reason
      whatsoever.

     

    Guarantor
      agrees to pay on demand any amount which the holder of the Note is required
      to
      pay under any bankruptcy, insolvency or other similar law on account of any
      amount received by the holder of the Note under or with respect to the Note
      or
      this guarantee.

     

    In
      the
      event that Holder commences litigation against the Guarantor in order to enforce
      its rights under this Guarantee, Guarantor shall be liable for all reasonable
      costs and expenses of collection, including, without limitation, reasonable
      attorneys' fees and expenses.

     

    This
      Guarantee shall be governed by and construed in accordance with the laws of
      the
      State of Florida applicable to contracts made and to be performed entirely
      within such State without regard to principles of conflicts of law. IN
      ANY SUCH ACTION, GUARANTOR WAIVES ANY RIGHT TO A TRIAL BY
      JURY

     

    IN
      WITNESS WHEREOF, Guarantor has executed this Guarantee this 20th
      day of
      December, 2005.

     

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/S/
                John P.
                Acunto, Jr
	 	John P. Acunto, Jr.
	 	 


      



     

    
      
         

      

      
        IV