Exhibit 10.9 - Irrevocable Funding Agreement Dated December 18, 2006


    Exhibit
      10.9



    IRREVOCABLE
      FUNDING AGREEMENT

    


    THIS
      IRREVOCABLE FUNDING AGREEMENT (“Agreement”)
      is entered into as of December 18, 2006 (“Effective
      Date”)
      by and between PP60, LLC, a Delaware limited liability company,
      (“Lender”)
      and LONGFOOT COMMUNICATIONS, CORP., a Delaware corporation
      (“Borrower”),
      as follows:

     

    Background
      and Purpose.
      Lender currently has a significant investment in the Borrower and thus has
      a
      substantial interest in the success of Borrower. Borrower wishes to borrow
      from
      Lender and Lender agrees to loan to Borrower the amount specified herein on
      the
      terms and conditions set forth in this Agreement and related exhibits. Borrower
      shall use the loan proceeds to fund operations of the Borrower
      (“Business”).

     

    Funding
      Commitment.

     

    Amount
      of Commitment.
      Lender,
      subject to the terms and conditions of this Agreement, shall loan to Borrower,
      from time to time and as requested by Borrower, an amount of up to One Hundred
      Fifty Thousand Dollars ($150,000) (“Loan”
or
      Loaned
      Funds”).
      The
      funds shall not be utilized by the Borrower in any manner except in furtherance
      of the Business. Loaned Funds need not be evidenced by promissory notes but
      shall be reflected on the Borrower’s balance sheet as a liability of Borrower to
      Lender.

     

    Unconditional
      Commitment.

     

    Lender
      shall be unconditionally obligated to advance funds upon request from the
      Borrower pursuant to this Agreement except only the requirement that
      documentation deemed appropriate by Lender, be provided and/or executed by
      the
      parties to evidence such Loans.

     

    Request
      for Loaned Funds.
      Requests for Loaned Funds by the Borrower shall be in writing and approved
      by
      Borrower’s Board of Directors. Such requests shall be delivered to Lender at
      least five (5) business days prior to the time such funds are required by
      Borrower.

     

    Interests
      on Loans.
      Borrower shall pay interest of 5.0% per annum on the outstanding balance of
      the
      Loans. Such interest shall accrue and shall be due and payable as provided
      in
      Section 2.4 below.

     

    Term;
      Repayment of Loaned Funds.
      

     

    This
      Agreement shall expire on December 31, 2007 (“Expiration
      Date”)
      at
      which time all Loaned Funds together with accrued but unpaid interest shall
      be
      due and payable by Borrower.

     

    The
      Borrower may repay all or any portion of the Loaned Funds and/or interest
      thereon at any time during the term of this Agreement without
      penalty.

     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Lender’s
      Right of Conversion.

     

    Loans
      made pursuant to this Agreement including accrued but unpaid interest shall
      be
      convertible into shares of Borrower’s common stock at the option of the Lender,
      in whole or in part at any time and from time to time, during the term of this
      Agreement.

     

    The
      Lender shall effect conversions by delivering to the Borrower a completed notice
      in the form attached hereto as Exhibit A (a “Conversion
      Notice”).
      The
      date on which a Conversion Notice is delivered is the “Conversion
      Date.”
      Conversions hereunder shall have the effect of lowering the outstanding
      principal amount of the Loans plus all accrued and unpaid interest thereon
      in an
      amount equal to the applicable conversion. The Lender and the Borrower shall
      maintain records showing the principal amount converted and the date of such
      conversions. In the event of any dispute or discrepancy, between the records
      of
      the Lender and the Borrower the parties hereto shall submit such dispute to
      an
      independent third party mutually chosen and agreed upon by the
      parties.

     

    Conversion
      Price and Adjustments to Conversion Price.

     

    The
      conversion in effect during the term of this Agreement shall be equal to $0.1925
      per share (the “Fixed Conversion Price.”) The Fixed Conversion Price may be
      adjusted pursuant to the terms set forth below.

     

    If
      the
      Borrower at any time while this Agreement is in effect, shall (a) pay a stock
      dividend or otherwise make a distribution or distributions on shares of its
      common stock or any other equity or equity equivalent securities payable in
      shares of Common Stock, (b) subdivide outstanding shares of common stock into
      a
      larger number of shares, (c) combine (including by way of reverse stock split)
      outstanding shares of common stock into a smaller number of shares, or (d)
      issued by reclassification of shares of the common stock any shares of capital
      stock of the Borrower, then the Fixed Conversion Price shall be multiplied
      by a
      fraction of which the numerator shall be the number of shares of common stock
      outstanding before such event and of which the denominator shall be the number
      of shares of common stock outstanding after such event. Any adjustment made
      pursuant to this section shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such dividend
      or
      distribution and shall become effective immediately after the effective date
      in
      the case of a subdivision, combination or re-classification.

     

    The
      Borrower shall at all times reserve and keep available out of its authorized
      common stock the full number of shares of Common Stock issuable upon conversion
      of all outstanding amounts under this Agreement and within three (3) business
      days following the receipt by the Borrower of Lender’s notice that such minimum
      number of underlying shares is not so reserved, the Borrower shall promptly
      reserve a sufficient number of shares of common stock to comply with such
      requirement.

     

    (d)
      The
      shares of Common Stock to be issued pursuant to any conversion will be deemed
      “restricted securities” as that term is defined in the Securities and Exchange
      Commission’s Rule 144 (“Rule 144”) and may not be resold without registration
      under the Securities Act of 1933 or, provided certain requirements are met,
      the
      shares of Common Stock acquired hereunder may be resold pursuant to Rule 144
      or
      may be resold pursuant to another exemption from the registration requirements.
      Due to the above

     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    limitations,
      all share certificates issued pursuant to conversion under this Agreement will
      contain a restrictive legend pertaining to the resale restrictions of Rule
      144.
      The Borrower will have no duty or obligation to register any shares issued
      pursuant to conversion under this Agreement

     

    Lenders
      Representations and Warranties.
      Lender acknowledges that the execution of this Agreement by Borrower is made
      in
      material reliance by Borrower and its advisors on each and every one of the
      following representations and warranties made by Lender. Lender hereby
      represents and warrants to Borrower that:

     

    Irrevocable
      Commitment.
      The
      Lender acknowledges its obligation to advance funds to Borrower upon Borrower’s
      request without condition or prerequisite except in the event of a default
      pursuant to Section 5 below.

     

    Availability
      of Funds.
      Lender
      shall, during the term of this Agreement, maintain adequate financial resources
      in order to fund each and every request for funding by Borrower up to the
      maximum amount provided for in Section 2.1 of this Agreement. Lender does not
      now nor does it foresee any impediment to its ability to fully fund the amount
      covered by this Agreement when and if requested by Borrower.

     

    Borrower
      Representations and Warranties.
      Borrower acknowledges that the execution of this Agreement by Lender is made
      in
      material reliance by Lender on each and every one of the following
      representations and warranties made by Borrower. Borrower hereby represents
      and
      warrants to Lender that:

     

    Good
      Standing; Qualified to do Business.
      The
      Borrower (a) is duly organized, validly existing, and in good standing under
      the
      laws of the State of Delaware (b) has the power and authority to own its
      properties and assets and to transact the business in which it is presently
      engaged, and (c) is duly qualified and authorized to do business and is in
      good
      standing in every jurisdiction in which the failure to be so qualified could
      have a material adverse effect on the Borrower.

     

    Due
      Execution.
      The
      execution, delivery, and performance by the Borrower of this Agreement is within
      the powers of the Borrower, does not contravene the organizational documents
      of
      the Borrower, and does not (a) violate any law or material regulation, or any
      order or decree of any court or governmental authority, (b) conflict with or
      result in a breach of, or constitute a default under, any material indenture,
      mortgage, or deed of trust or any material lease, agreement, or other instrument
      binding on the Borrower or any of its properties, or (c) require the consent,
      authorization by, or approval of or notice to or filing or registration with
      any
      governmental authority or other person. This Agreement is the legal, valid,
      and
      binding obligation of the Borrower enforceable against the Borrower in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, or similar laws affecting creditors' rights generally
      and by general principles of equity.

     

    Solvency.
      The
      Borrower is solvent.

     

    No
      Judgments, Litigation.
      No
      judgments are outstanding against the Borrower, nor is there now pending or,
      to
      the best of the Borrower's knowledge after diligent inquiry, threatened any
      litigation, contested claim, or governmental proceeding by or against the
      Borrower.

     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    No
      Defaults.
      The
      Borrower is not in default or has not received a notice of default under any
      material contract, lease, or commitment to which it is a party or by which
      it is
      bound. The Borrower knows of no dispute regarding any contract, lease, or
      commitment which could have a material adverse effect on the
      Borrower.

     

    Events
      of Default.
      The occurrence of any of the following events shall constitute an Event of
      Default hereunder:

     

    the
      Borrower shall fail to pay when due any amount required to be paid by the
      Borrower under or in connection with this Agreement or promptly issue shares
      of
      its common stock in conjunction with any conversions by Lender; 

     

    any
      representation or warranty made or deemed made by the Borrower under or in
      connection with the execution of this Agreement shall prove to have been false
      or incorrect in any material respect when made; and

     

    dissolution,
      liquidation, winding up, or cessation of the Borrower's business;

     

    Remedies.
      If any Event of Default shall have occurred:

     

    The
      Lender may, without prejudice to any of its other rights under this Agreement
      or
      applicable law, declare the Loan to be immediately due and payable without
      presentment, representation, demand of payment, or protest, which are hereby
      expressly waived.

     

    The
      Lender may exercise all of the rights and remedies available to it under law
      and
      equity and any rights and remedies available under this Agreement solely against
      the Borrower.

     

    Miscellaneous
      Provisions.
      

     

    Notices.
      Any
      notices, requests, demands or other communications required or permitted to
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given on the date of service if served personally (FedEx and similar
      services shall be considered to be personal service) or by telephone facsimile
      or other electronic transmission (provided that the sender of a telephone
      facsimile or other electronic transmission has received a return receipt signed
      by the party so notified, or has other written evidence of receipt), and upon
      the second business day after mailing, if mailed to the party to whom notice
      is
      to be given, by first-class mail, registered or certified, postage prepaid,
      return receipt requested, and properly addressed as follows:

    


    To
      Lender:           
PP60,
      LLC

    914
      Westwood Blvd., Suite 809

    Los
      Angeles, CA 90024

    Telephone:
      (818) 702-9977

     

    To
      Borrower:        Longfoot
      Communications Corp.

    9229
      Sunset Blvd., Suite 810

    West
      Hollywood, CA 90069

    Attn:
      Arthur Lyons, President

    Telephone:
      (310) 385-9631

    Facsimile:
      (310) 385-9632

     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Any
      party
      may change its address for purposes of this section by giving the other party
      written notice of the new address in the manner set forth above.

     

    Assignments.
      The
      Borrower shall not have the right to assign this Agreement or any interest
      therein. The Lender may not assign its rights or delegate its obligations under
      this Agreement.

     

    Amendments,
      Waivers, and Consents.
      Any
      amendment or waiver of any provision of this Agreement and any consent to any
      departure by the Borrower from any provision of this Agreement shall be
      effective only by a writing signed by the Lender and shall bind and benefit
      the
      Borrower and the Lender.

     

    Waiver
      of Terms.
      A
      party’s waiver of any breach of any provision contained in this Agreement shall
      not constitute a continuing waiver or a waiver of any subsequent breach of
      such
      provision or any other provision contained in this Agreement.

     

    Survival
      of Provisions.
      All
      representations and warranties of the Borrower contained herein shall survive
      the execution and delivery of this Agreement, and shall terminate only upon
      the
      full and final payment and performance by the Borrower of the Loans contemplated
      by this Agreement.

     

    Severability.
      In case
      any provision in or obligation under this Agreement shall be invalid, illegal,
      or unenforceable in any jurisdiction, the validity, legality, and enforceability
      of the remaining provisions or obligations, or of such provision or obligation
      in any other jurisdiction, shall not in any way be affected or impaired
      thereby.

     

    Entire
      Agreement.
      This
      Agreement is the complete and exclusive statement and agreement between the
      parties with respect to the subject matter hereof, superseding all proposals
      and
      prior agreements, oral or written, and all other communications between the
      parties with respect to the subject matter hereof.

     

    Governing
      Law.
      The
      validity, interpretation, and enforcement of this Agreement shall be governed
      by
      and construed in accordance with the laws of the State of California without
      giving effect to the conflict of law principles thereof.

     

    Venue;
      Service of Process.
      Any
      legal action or proceeding with respect to this Agreement may be brought in
      the
      courts of the State of California situated in Los Angeles County, or of the
      United States of America for the Central District of California, and, by
      execution and delivery of this Agreement, Borrower hereby accepts the
      jurisdiction of the aforesaid courts. Borrower hereby irrevocably waives, in
      connection with any such action or proceeding, (a) any objection, including,
      without limitation, any objection to the laying of venue or based on the grounds
      of forum non conveniens, that it may now or hereafter have to the bringing
      of
      any such action or proceeding in such respective jurisdictions and (b) the
      right
      to interpose any noncompulsory setoff, counterclaim, or cross-claim. Borrower
      irrevocably consents to the service of process of any of the aforementioned
      courts in any such action or proceeding by the mailing of copies thereof by
      registered or certified mail, postage prepaid, to 

     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Borrower
      at the address for it specified above. Nothing herein shall affect the right
      of
      the Lender to serve process in any other manner permitted by law.

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
      and delivered by its proper and duly authorized officer as of the date first
      set
      forth above.

     

    

      
        	 	
                BORROWER:

                 

                LONGFOOT
                  COMMUNICATIONS CORP., a

                Delaware
                  corporation

                 

                 

                By:
                  /s/ Arthur
                  Lyons          
                   

                Arthur
                  Lyons, its President

                 

                 

                By:
                  /s/ Jack
                  Brehm                 

                Jack
                  Brehm, its Secretary

                 

                 

                LENDER:

                 

                PP60,
                  LLC, a Delaware limited

                liability
                  company

                 

                 

                By:
                  /s/ Sim
                  Farar                     

                Sim
                  Farar, its member

                 

              


      

    

    


     

    
      Exhibit
        10.9

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      “A”

     

    NOTICE
      OF CONVERSION

     

    (To
      be executed by the Lender in order to convert Loaned
      Funds)

     

    
      	
               

              TO:
                Longfoot Communications Corp.

               

            


    

    


    The
      undersigned hereby irrevocably elects to convert $     
      of the
      principal amount and interest thereon advanced pursuant to the Irrevocable
      Funding Agreement dated December ___, 2006 in shares of common stock of Longfoot
      Communications Corp., according to the conditions stated therein, as of the
      Conversion Date written below.

     

    
      	
               

              Conversion
                Date:

            	 	 
	
               

              Signature
                of Lender:

            	 	 
	
               

              Name:

            	 	 
	
               

              Address:

            	 	 
	
               

              Amount
                to be converted:

            	 	
               

              $          

            
	
               

              Amount
                of loaned funds unconverted:

            	 	
               

              $          

            
	
               

              Fixed
                Conversion Price per share: 

            	 	
               

              $          

            
	
               

              Number
                of shares of Common Stock to be issued:

            	 	 
	
               

              Please
                issue the shares of Common Stock in the following name and to the
                following address:

            	 	 
	
                  Name:

            	 	 
	
                  Title:

            	 	 
	
                  Address:

            	 	 
	
                  Phone
                Number:

            	 	 


    

     

     

    Exhibit
      10.9