TERM
        CREDIT AGREEMENT

       

      THIS
        TERM
        CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August
        22,
        2006, by
        and between I-FIGHT, INC., a California corporation (“Borrower”), and The Hunter
        Fund Limited (“Lender”), with reference to the following:

       

      Lender
        has agreed to make Borrower a term loan subject to and in accordance with
        the
        terms and conditions set forth below.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        herein, Borrower, and Lender agree as follows:

       

      1.  Certain
        Defined Terms.
        As used
        in this Agreement, the following terms shall have the following
        meanings:

       

      “Business
        Day”
means
        a
        day (a) other than Saturday or Sunday, and (b) on which commercial banks
        are
        open for business in New York, New York, and Los Angeles,
        California.

       

      “Closing
        Date”
means
        the date each of the conditions precedent set forth in Section
        6
        hereof
        is fully satisfied.

       

      “Event
        of Default”
has
        the
        meaning set forth in Section
        8.

       

      “Interest
        Rate”
has
        the
        meaning set forth in Section
        2(c).

       

      “Lien”
means
        any mortgage, deed of trust, pledge, security interest, assignment, deposit
        arrangement, charge or encumbrance, lien (statutory or other), or other
        preferential arrangement (including any conditional sale or other title
        retention agreement, any financing lease having substantially the same economic
        effect as any of the foregoing or any agreement to give any security
        interest).

       

      “Maturity
        Date”
has
        the
        meaning set forth in Section
        2(b).

       

      “Note”
has
        the
        meaning set forth in Section
        2(d).

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        venture, trust, unincorporated organization or any other juridical
        entity.

       

      “Private
        Placement”
means
        the private placement of the securities of the Company pursuant to a placement
        agreement between the Company and Hunter World Markets, Inc.

       

      “Term
        Loan”
has
        the
        meaning set forth in Section
        2(a).

       

      2.  Amount
        and Terms of the Term Loan.

       

      (a)  Term
        Loan Advance.
        Subject
        to the terms and conditions of this Agreement, Lender hereby agrees to make
        a
        loan to Borrower (the “Term Loan”) on the Closing Date in the amount of Three
        Hundred Fifty Thousand Dollars ($350,000), which amount may be repaid at
        any
        time prior to the Maturity Date without premium or penalty, but may not be
        reborrowed once repaid.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Term.
        All
        principal and accrued but unpaid interest shall be payable in full on the
        earlier to occur of the closing of the Private Placement or six months from
        the
        date hereof (the “Maturity Date”), provided, however, that if the Private
        Placement is not closed, the Term Loan shall be extended to the closing of
        a
        financing of at least $1,500,000 but in no event more than six months after
        the
        Maturity Date.

       

      (c)  Bridge
        Loan Fee.
        Borrower shall pay to Lender a Bridge Loan Fee of $43,750 (the “Loan Fee”)
        payable on the maturity date of the Bridge Loan as it may be
        extended.

       

      (d)  Promissory
        Note.
        The
        Term Loan shall be evidenced by a promissory note (the “Note”) in the form of
        Exhibit “A-1” attached hereto, duly executed by Borrower.

       

      (e)  Interest
        on Event of Default.
        Upon
        the occurrence and during the continuance of an Event of Default, Borrower
        agrees to pay interest on the entire unpaid principal amount of the Term
        Loan,
        as well as the Loan Fee, from the date of such Event of Default until the
        date
        the same is cured in full, payable on demand, at a rate per annum of ten
        percent
        (10%).

       

      (f)  Manner
        of Payment.
        All
        payments of principal or interest hereunder or under the Note shall be delivered
        to Lender in immediately available funds on the date due at such place as
        Lender
        may from time to time designate.

       

      (g)  Limitation
        on Interest Rate and Fees.
        In no
        contingency or event whatsoever shall the aggregate of all amounts deemed
        interest hereunder and charged or collected by Lender or any holder of the
        Note
        exceed the highest rate permissible under any law which a court of competent
        jurisdiction shall, in a final determination, deem applicable hereto. In
        the
        event that such a court determines that Lender has charged or received interest
        hereunder or under the Note in excess of the highest applicable rate, the
        rate
        in effect hereunder and under the Note shall automatically be reduced to
        the
        maximum rate permitted by applicable law and Lender shall apply all interest
        paid in excess of the maximum lawful rate to the principal balance of the
        amount
        outstanding hereunder and under the Note. It is the intent of the parties
        hereto
        that Borrower not pay or contract to pay, and that Lender not receive or
        contract to receive, directly or indirectly in any manner whatsoever, interest
        in excess of that which may be paid by Borrower to Lender under applicable
        law.

       

      (h)  Security
        Interest.
        To
        secure Borrower’s obligations with respect to the Term Loan, Borrower hereby
        grants to Lender a first priority security interest in all of its assets,
        wherever located, it being understood, however, that the security interest
        hereunder shall be on parity with loans to Borrower in the aggregate principal
        amount of $250,000 being made concurrently with the Term Loan by shareholders
        of
        Borrower herein regardless of the order of filing of financing
        statements.

       

      3.  Representations
        and Warranties.
        In
        order to induce Lender to enter into this Agreement and to make the Term
        Loan
        contemplated hereunder, Borrower hereby represents and warrants to Lender
        as
        follows:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (a)  Legal
        Status.
        Borrower is a corporation duly incorporated, validly existing, and in good
        standing under the laws of the State of Delaware. Borrower is qualified or
        licensed to do business, and is in good standing as a foreign corporation
        in all
        jurisdictions in which such qualification or licensing is required or in
        which
        the failure to so qualify or to be so licensed could have a material adverse
        effect on Borrower.

       

      (b)  Authorization
        and Validity.
        This
        Agreement and the Note have been duly authorized, and upon their execution
        and
        delivery in accordance with the provisions hereof will constitute legal,
        valid
        and binding agreements and obligations of Borrower, enforceable in accordance
        with their respective terms.

       

      (c)  No
        Conflict.
        The
        execution, delivery, and performance by Borrower of this Agreement and the
        Note
        do not and will not conflict with the terms of the Articles of Incorporation
        or
        Bylaws of Borrower, violate any provision of any judgment, decree or order
        of
        any court or governmental authority by which Borrower is bound, or any provision
        of any law or regulation applicable to Borrower, or result in a breach of
        or
        constitute a default under any contract, obligation, indenture, or other
        instrument to which Borrower is a party or by which Borrower may be
        bound.

       

      (d)  No
        Consents.
        The
        execution, delivery, and performance by Borrower of this Agreement and the
        Note
        do not and will not require any authorization, approval, or other action
        by, or
        notice to or filing with, any governmental authority, regulatory body, or
        any
        other person or entity.

       

      (e)  Use
        of
        Proceeds.
        The net
        proceeds of the Term Loan will be used $10,000 for Lender’s legal costs and the
        remainder for general working capital purposes. 

       

      (f)  Margin
        Stock.
        Borrower is not engaged in the business of extending credit for the purpose
        of
        purchasing or carrying margin stock (within the meaning of Regulation G or
        U
        issued by the Board of Governors of the Federal Reserve System), and no proceeds
        of any Revolving Loan will be used to purchase or carry any margin stock
        or
        extend credit to others for the purpose of purchasing or carrying any margin
        stock, or be used for any purpose which violates or is inconsistent with
        the
        provisions of Regulation X of said Board of Governors.

       

      4.  Covenants.
        Borrower hereby covenants that until all amounts outstanding hereunder and
        under
        the Notes have been indefeasibly paid in full, it shall:

       

      (a)  Punctual
        Payments.
        Punctually pay the Loan Fee and principal with respect to the Term Loan as
        provided herein and in the Note.

       

      (b)  Existence.
        Do or
        cause to be done all things necessary to preserve, renew and keep in full
        force
        and effect its existence and comply with the provisions of all documents
        pursuant to which it is organized and/or which govern its continued existence;
        maintain all licenses, permits, governmental approvals, rights, privileges,
        and
        franchises necessary for the conduct of its business; and conduct its business
        in an orderly and regular manner and in accordance with all laws, rules,
        regulations, and orders of any governmental authority having jurisdiction
        over
        it or its business.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (c)  Books
        and Records.
        Maintain adequate books and records in accordance with generally accepted
        accounting principles consistently applied, and permit any representative
        of
        Lender, at any reasonable time, to inspect, audit and examine such books
        and
        records, to make copies of the same, and to inspect its assets and
        properties
        at their
        expense.

       

      5.  Conditions
        Precedent to Term Loan.
        The
        obligation of Lender to make the Term Loan shall be subject to the condition
        precedent that Agent shall have received each of the following, each in form
        and
        substance satisfactory to Agent:

       

      (a)  This
        Agreement duly executed by all of the parties hereto;

       

      (b)  The
        Note
        duly executed by Borrower;

       

      (c)  Such
        additional supporting documents as Lender or its counsel may reasonably request;
        and

       

      (d)  Borrower’s
        shareholders shall have loaned Borrower $250,000 on the same terms as set
        forth
        herein (the “Shareholders’ Loan”).

       

      6.  Survival
        of Representations and Warranties.
        Borrower covenants, warrants and represents to Lender that all representations
        and warranties of Borrower contained in this Agreement or the Note shall
        be true
        at the time of Borrower’s execution of this Agreement and the Note, and shall
        survive the execution, delivery and acceptance thereof by the parties thereto
        and the closing of the transactions described therein or related
        thereto.

       

      7.  Events
        of Default.
        The
        occurrence of any of the following shall constitute an “Event of Default” and
        shall, at the option of Lender, require immediate payment in full of all
        sums
        then remaining unpaid hereunder and under the Note:

       

      (a)  Failure
        to Pay Note.
        The
        failure of Borrower to pay any principal or other amount due under the Note
        when
        due and payable.

       

      (b)  Breach
        of Covenant, Representation or Warranty.
        The
        failure of Borrower to perform or observe any covenant, condition or agreement
        contained in this Agreement (other than the payment obligations, the breach
        of
        which shall be governed by subsection (a) above) where such failure is not
        cured
        within five (5) business days, or any representation or warranty made or
        deemed
        made by any of them under or in connection with this Agreement, shall prove
        to
        have been false or misleading in any material respect when made.

       

      (c)  Liens.
        Except
        for the security interest granted hereunder or pursuant to the Shareholders’
Loan Borrower creates, incurs, assumes or suffers to exist any Lien upon
        or with
        respect to any of its properties or assets whether now owned or hereafter
        acquired, including, without limitation, any governmental, tax, or judgment
        Lien, and fails to have the same removed or released within two Business
        Days
        after the creation thereof.

       

      (d)  Insolvency.
        Borrower shall become insolvent; admit in writing its inability to pay its
        debts
        as they mature; make an assignment for the benefit of creditors; or if
        bankruptcy proceedings or other proceedings for relief under any bankruptcy
        law
        or any law for the relief of debtors shall be instituted by or against it
        and,
        if instituted against it, the same is not dismissed within thirty (30) days
        of
        the filing thereof.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (e)  Dissolution.
        Any
        order, judgment, or decree shall be entered against Borrower decreeing its
        involuntary dissolution or split up and such order shall remain undischarged
        and
        unstayed for a period in excess of thirty (30) days; or Borrower shall otherwise
        dissolve or cease to exist.

       

      8.  Remedies.
        If an
        Event of Default shall occur, (a) all amounts outstanding hereunder or under
        the
        Note, notwithstanding any term of this Agreement, or the Note to the contrary,
        shall at Lender’s option and without notice become immediately due and payable,
        without presentment, demand, protest or notice of dishonor, all of which
        are
        hereby expressly waived by Borrower, and (b) Lender shall have all rights,
        powers and remedies available hereunder, or accorded by law. All rights,
        powers
        and remedies of Lender in connection with this Agreement and the Note may
        be
        exercised at any time by Lender and from time to time after the occurrence
        of an
        Event of Default, are cumulative and not exclusive, and shall be in addition
        to
        any other rights, powers or remedies provided by law or equity.

       

      9.  Warrant.
        In
        consideration of Lender making the Term Loan, Borrower shall issue to Lender
        a
        three-year warrant to purchase such number of shares of Borrower’s Common Stock
        equal to the principal amount of this Note divided by the Per Share Purchase
        Price in the Private Placement. The exercise price of the Warrant shall be
        60%
        of the Per Share Purchase Price in the Private Placement. The Warrant shall
        be
        in form and substance satisfactory to the Lender and shall be delivered at
        the
        closing of the Private Placement.

       

      10.  Miscellaneous.

       

      (a)  Failure
        or Indulgence Not Waiver.
        No
        failure or delay on the part of Lender, or any holder of a Note in the exercise
        of any power, right or privilege hereunder shall operate as a waiver thereof,
        nor shall any single or partial exercise thereof or of any other right, power
        or
        privilege.

       

      (b)  Modification.
        No
        modification, amendment or waiver of any provision of this Agreement, or
        the
        Note, nor the consent to any departure by Borrower therefrom, shall in any
        event
        be effective unless the same shall have been approved by Lender and Borrower
        and
        shall be in writing signed by Lender and Borrower. Such waiver or consent
        shall
        then be effective only in the specific instance and for the purpose for which
        given. No notice to or demand on Borrower in any case shall entitle Borrower
        to
        any other or further notice or demand in the same, similar or other
        circumstances.

       

      (c)  Notices.
        Except
        as otherwise expressly provided herein, any notice herein required or permitted
        to be given shall be in writing and shall be deemed effective when personally
        delivered, mailed, telecopied (with a confirming copy sent by mail) or delivered
        by telex to the appropriate party at the address set forth below (or at such
        other address as may be designated by either party in a written notice sent
        in
        accordance with this Section):

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                If
                  to Borrower:

              	
                I-Fight,
                  Inc.

                9229
                  Sunset Boulevard, Suite 505

                Los
                  Angeles, California 90069

                Attention:
                  David Marshall

                Telecopy
                  No.: 

              
	 	 	 
	 	 	 
	
                with
                  a copy to:

              	
                David
                  L. Ficksman, Esq.

                Troy
                  & Gould

                1801
                  Century Park East, 16th
                  Floor

                Los
                  Angeles, California 90067

                Telecopy
                  No.: (310) 789-1490

              
	 	 	 
	 	 	 
	
                If
                  to Lender

              	
                Hunter
                  World Markets, Inc.

                Penthouse
                  Suite

                9300
                  Wilshire Boulevard

                Beverly
                  Hills, California 90212

                Attn:
                  Todd Ficeto

                Telecopy
                  No.: (310) 286-2373

              
	 	 	 
	 	 	 


      

      (d)  Severability.
        In case
        any provision in this Agreement or the Note shall be invalid, illegal or
        unenforceable, such provision shall be severable from the remainder of such
        contract and the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.

       

      (e)  Applicable
        Law.
        This
        Agreement and the Note, and the rights and obligations of the parties thereto,
        shall be governed by the laws of the State of California.

       

      (f)  Assignability.
        Borrower shall not assign its rights or obligations hereunder, or under the
        Note
        to any other Person without the prior written consent of Lender, and any
        attempted assignment in violation hereof shall be null and void ab initio.
        Lender shall have the right to assign its rights and obligations hereunder
        and
        no consent or approval from Borrower is required in connection with any such
        assignment.

       

      (g)  Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument.

       

      (h)  Section
        Headings.
        The
        various headings used in this Agreement are inserted for convenience only
        and
        shall not affect the meaning or interpretations of this Agreement or any
        provision hereof.

       

      (i)  Attorneys’
        Fees.
        In the
        event any party institutes any action or proceeding to enforce the terms
        and
        conditions of this Agreement, or the Note, the prevailing party shall be
        entitled to reasonable attorneys’ fees and costs.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (j)  TRIAL
        BY JURY.
        BORROWER HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
        PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
        IN
        RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT
        OF OR
        BASED UPON THIS AGREEMENT OR THE NOTE, THE SUBJECT MATTER HEREOF AND THEREOF
        OR
        ANY DOCUMENT RELATING HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
        OR
        HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.

       

      (k)  Integration.
        This
        Agreement, and the Note reflect the entire understanding of the parties with
        respect to the transactions contemplated hereby and shall not be contradicted
        or
        qualified by any other agreement, oral or written, whether before or after
        the
        date hereof.

       

      IN
        WITNESS WHEREOF, the parties hereto do execute this Agreement as of the date
        first above written.

       

      
        	 	
                “BORROWER”

                 

                I-FIGHT,
                  INC.

                a
                  California corporation

                 

                By:
                  _______________________________  

                Name:
                  _____________________________

                Its:
                  _______________________________

              
	 	 
	 	
                “LENDER”

                 

                THE
                  HUNTER FUND LIMITED

                 

                
                  By:
                    _______________________________  

                  Name:
                    _____________________________

                  Its:
                    _______________________________

                

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       


      EXHIBIT

       

      Exhibit
        “A” - Term Note

       

      


       

      


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      TERM
        NOTE

       

      
        	 	
                Los
                  Angeles, California

              
	 	 
	$350,000 	
                August
                  22,
                  2006

              


      

       

      FOR
        VALUE
        RECEIVED, the undersigned, I-FIGHT, INC., a California corporation (the
“Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of The Hunter
        Fund Limited (the “Lender”), without offset or counterclaim, the principal sum
        of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) on the Maturity Date (as
        such
        term is defined in the Credit Agreement referred to below) as such Date may
        be
        extended pursuant to the Credit Agreement. Borrower further promises to pay
        a
        bridge loan fee (the “Loan Fee”) on the Term Loan in the amount and payable on
        the date set forth in the Credit Agreement referred to below. This Term Note
        (“Term Note”) may be prepaid at any time prior to the Maturity Date without
        premium or penalty.

       

      1.  Payment.
        Both
        principal and the Loan Fee are payable in lawful money of the United States
        of
        America and in immediately available funds to Lender at Beverly Hills,
        California, or such other place as Lender may designate in writing to Borrower
        from time to time. This Note may be prepaid at any time or from time to time
        without premium or penalty.

       

      2.  Credit
        Agreement.
        This
        Term Note is the Note referred to in, and is subject to and entitled to the
        benefits of, the Term Credit Agreement, dated as of August 22, 2006 (as amended,
        modified, renewed or extended from time to time, the “Credit Agreement”) between
        Borrower and Lender. Capitalized terms used herein shall have the respective
        meanings assigned to them in the Credit Agreement. The Credit Agreement
        provides, among other things, for acceleration (which in certain cases shall
        be
        automatic) of the maturity hereof upon the occurrence of certain stated events,
        in each case without presentment, demand, protest or further notice of any
        kind,
        all of which are hereby expressly waived.

       

      3.  Limitation
        on Interest Rate and Fees.
        In no
        contingency or event whatsoever shall the aggregate of all amounts deemed
        interest hereunder or under the Credit Agreement and charged or collected
        by
        Lender or any holder of this Term Note exceed the highest rate permissible
        under
        any law which a court of competent jurisdiction shall, in a final determination,
        deem applicable hereto. In the event that such a court determines that Lender
        has charged or received interest hereunder or under the Credit Agreement
        in
        excess of the highest applicable rate, the rate in effect hereunder and under
        the Credit Agreement shall automatically be reduced to the maximum rate
        permitted by applicable law and Lender shall apply all interest paid in excess
        of the maximum lawful rate to the principal balance of the amounts outstanding
        hereunder and under the Credit Agreement. It is the intent of the parties
        hereto
        that Borrower not pay or contract to pay, and that Lender not receive or
        contract to receive, directly or indirectly in any manner whatsoever, interest
        in excess of that which may be paid by Borrower to Lender under applicable
        law.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      4.  Governing
        Law.
        THIS
        TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF CALIFORNIA.

       

      


       

      
        	 	
                I-FIGHT,
                  INC.,

                a
                  California corporation

                 

                 

                
                  
                    By:
                      _______________________________  

                    Name:
                      _____________________________

                    Its:
                      _______________________________

                  

                

              


      

      


      


      
        
          
          

        

        
          10