Exhibit
10.16

    FORM
OF NOTE PURCHASE AGREEMENT

     

    NOTE PURCHASE AGREEMENT (this
“Agreement”),
dated as of ________, 2010, by and between rVUE, Inc., a Delaware corporation
(the “Company”),
Argo Digital Solutions, Inc., a Delaware corporation (the “Parent”),
and each of the lender entities whose names appear on the signature pages
hereof.  Such lender entities are each referred to herein as a “Lender”
and, collectively, as the “Lenders”.

     

    WITNESSETH:

     

    WHEREAS,
the Company wishes to sell to each Lender, and each Lender wishes to purchase,
upon the terms and subject to the conditions set forth in this Agreement, a
Secured Promissory Note, which shall accrue interest at the rate of 10% per
annum, substantially in the form attached hereto as Exhibit A
annexed hereto (a “Note” and,
collectively with the other Notes issued hereunder, the “Notes”).

    


    WHEREAS,
the Company’s obligations under the Notes, including without limitation its
obligation to make payments of principal thereof and interest thereon, are
secured by substantially all of the assets of the Company, pursuant to the terms
of a Security Agreement substantially in the form attached hereto as Exhibit B
annexed hereto (the “Security
Agreement”).

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

     

    1.           Certain
Definitions.

    


    (a)           When
used herein, the following terms shall have the respective meanings
indicated:

    


    “Board of
Directors” means the Company’s board of directors.

    


    “Business
Day” means any day other than a Saturday, a Sunday or a day on which the
New York Stock Exchange is closed or on which banks in the City of New York are
required or authorized by law to be closed.

    


    “Closing”
and “Closing
Date” have the respective meanings specified in Section 1
of this Agreement.

    


    “Commission”
means the Securities and Exchange Commission, and any successor regulatory
agency.

    


    “Common
Stock” means the common stock of the Company, outstanding on the date
hereof or, following a Reverse Merger Transaction (as defined below), the shares
common stock of the Public Company (as defined below) into which the common
stock of the Company shall be exchanged.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Copyrights”
are any and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also
constitutes a trade secret.

    


    “Event of
Default” has the meaning specified in the Notes.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

    


    “Execution
Date” means the date of this Agreement.

    


    “GAAP”
means U.S. generally accepted accounting principles, applied on a consistent
basis.  Accounting principles are applied on a “consistent basis” when
the accounting principles applied in a current period are comparable in all
material respects to those accounting principles applied in a preceding
period.

    


    “Governmental
Authority” means any nation or government, any state, provincial or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including, without limitation, any stock exchange, securities market or
self-regulatory organization.

    


    “Intellectual
Property” means all of the right, title, and interest in and to the
following:

    


    (a)           its
Copyrights, Trademarks and Patents;

     

    (b)           any
and all trade secrets and trade secret rights, including, without limitation,
any rights to unpatented inventions, know-how, operating manuals;

     

    (c)           any
and all source code;

     

    (d)           any
and all design rights which may be available;

     

    (e)           any
and all claims for damages by way of past, present and future infringement of
any of the foregoing, with the right, but not the obligation, to sue for and
collect such damages for said use or infringement of the Intellectual Property
rights identified above; and

     

    (f)           all
amendments, renewals and extensions of any of the Copyrights, Trademarks or
Patents.

     

    “Maturity
Date” has the meaning specified in the Notes.

    


    “Material Adverse
Effect” means an effect that is material and adverse to (i) the
consolidated business, properties, assets, operations, results of operations,
financial condition, credit worthiness or prospects of the Company taken as a
whole, (ii) the ability of the Company to perform its material obligations under
this Agreement or the other Transaction Documents or (iii) the rights and
benefits to which an Lender is entitled under this Agreement or any of the other
Transaction Documents.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “New
Securities” means, any Common Stock or Common Stock Equivalents that the
Company sells for cash consideration at any time during the period from the
Closing Date through One Hundred and Eighty (180) days from the Closing
Date.

    


    “Patents”
means all patents, patent applications and like protections including without
limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.

    


    “Permitted
Indebtedness” means has the meaning specified in the Notes with the
existing Permitted Indebtedness on Schedule I hereto.

     

    “Purchase
Price” means, with respect to the Notes purchased at the Closing, the
original principal amount of the Note purchased at the Closing.

    


    “Reverse Merger
Transaction” means a transaction in which the Company directly or
indirectly (a) merges or consolidates with, or in one or a series of related
transaction sells all or substantially all of its assets to an entity that is
required, or whose parent is a corporation that is required, to file reports
pursuant to Section 13 or 15(d) under the Exchange Act (a “Public
Company”) that is required to be accounted for by the Public Company as a
“reverse acquisition” under GAAP; or (b) is sold by Parent or otherwise acquired
by a Public Company in a transaction or business combination other than a merger
or consolidation; and (c) at or about the time of any such transaction described
in clauses (a) or (b), the Company and/or such Public Company sells securities
for at least $1 million gross cash proceeds in a capital raising transaction
(“Reverse
Merger Financing”).

     

    “Securities
Act” means the Securities Act of 1933 Act, as amended, and the rules and
regulations promulgated thereunder.

    


    “Shares”
means any shares of Common Stock that Lender is or shall be entitled to under
the Transaction Documents.

    


    “Subsequent
Financing” the first subsequent sale of Common Stock or Common Stock
Equivalents following the Closing Date (as hereinafter defined) in which the
Company and/or the Public Company realizes at least $1 million gross cash
proceeds.

     

    “Trademarks”
means any trademark and servicemark rights, whether registered or not,
applications to register and registrations of the same and like protections, and
the entire goodwill of the business connected with and symbolized by such
trademarks.

     

     “Transaction
Documents” means (i) this Agreement, (ii) the Notes, (iii) the Security
Agreement, and (iv) all other agreements, documents and other instruments
executed and delivered by or on behalf of the Company or any of its officers at
the Closing.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           Other Definitional
Provisions.  All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms
defined.  The words “hereof”, “herein” and “hereunder” and words of
similar import contained in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement.

    


    
      2.         
 Closing.

    

    


    Upon the
terms and subject to the satisfaction or waiver of the conditions set forth
herein, the Company agrees to sell and each Lender agrees to purchase a Note
with a principal amount equal to the amount set forth below such Lender’s name
on the signature pages hereof.  The date on which the closing of such
purchase and sale occurs (the “Closing”)
is hereinafter referred to as the “Closing
Date”. The Closing will be deemed to occur at the offices of Akerman
Senterfitt, or such other place as the parties mutually agree upon, when (A)
this Agreement and the other Transaction Documents (as defined below) have been
executed and delivered by the Company and each Lender, (B) each of the
conditions to the Closing described in this Agreement has been satisfied or
waived as specified therein and (C) payment of each Lender’s Purchase Price
payable with respect to the Note being purchased by such Lender at the Closing
has been made by wire transfer of immediately available funds.  At the
Closing, the Company shall deliver to each Lender a duly executed instrument
representing the Note purchased by such Lender.

    


    3.           Representations and
Warranties of the Company.  The Company and Parent, jointly and
severally, represent and warrant to each Lender as follows, in each case as of
the date hereof:

     

    (a)           The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with full power and authority to own,
lease, license and use its properties and assets and to carry out the business
in which it proposes to engage.

     

    (b)           The
Company has the requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement and to issue and sell the
Notes. All necessary proceedings of the Company have been duly taken to
authorize the execution, delivery, and performance of the Transaction
Documents.  The Transaction Documents have been duly authorized by the
Company and, when executed and delivered by the Company, will constitute the
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors' rights and
remedies.

     

    (c)           No
consent of any party to any contract, agreement, instrument, lease or license to
which the Company is a party or to which any of its properties or assets are
subject is required for the execution, delivery or performance by the Company of
any of the Transaction Documents or the issuance and sale of the
Notes.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (d)          The
execution, delivery and performance by Company of the Transaction Documents to
which it is a party have been duly authorized, and do not (i) conflict with any
of Parent’s or Company’s organizational documents, (ii) contravene,
conflict with, constitute a default under or violate any material statute, law,
rule, regulation or court decree binding upon or applicable to the Parent or
Company, or its assets or properties, (iii) contravene, conflict or violate
any applicable order, writ, judgment, injunction, decree, determination or award
of any Governmental Authority by which Parent, Company or any of its
Subsidiaries or any of their property or assets may be bound or affected,
(iv) require any action by, filing, registration, or qualification with, or
governmental approval from, any Governmental Authority (except such governmental
approvals which have already been obtained and are in full force and effect) or
(v) constitute an event of default or give rise to a right to terminate
under any material agreement by which Parent, Company or any of its Subsidiaries
is bound.  Neither Company nor Parent is in default under any
agreement to which it is a party or by which it is bound in which the default
could reasonably be expected to have a material adverse effect on Company’s
business.

     

    (e)          Company
is the sole owner of the Intellectual Property associated with rVUE and the out
of home display and digital media exchange and advertising business presented to
Lender, and all related assets and businesses, which it owns or purports to own
except for (a) non-exclusive licenses granted to its customers in the ordinary
course of business, (b) over-the-counter software that is commercially available
to the public, and (c) material Intellectual Property licensed to
Company.  Each Patent which it owns or purports to own and which is
material to Company’s business is valid and enforceable, and no part of the
Intellectual Property which Company owns or purports to own and which is
material to Company’s business has been judged invalid or unenforceable, in
whole or in part.  To the best of Company’s knowledge, no claim has
been made that any part of the Intellectual Property violates the rights of any
third party except to the extent such claim would not reasonably be expected to
have a material adverse effect on Company’s business.

     

    (f)           There
are no actions or proceedings pending or, to the knowledge of Parent or the
Company, threatened in writing by or against Company or any of its Subsidiaries
involving more than, individually or in the aggregate, Ten Thousand Dollars
($10,000).

     

    (g)          The
financial statements of the Company provided to the Lender have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be
otherwise specified in such financial statements or the notes thereto and except
that the financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the
Company and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject to normal, immaterial, year-end audit
adjustments.

     

    Piggyback Registration
Rights.  Any Lender, and in the case of the Reverse Merger, any
Lender who participates in a Reverse Merger Financing in accordance with Section
8 below, shall be entitled to the following registration rights for so long as
any of the Notes are outstanding, subject to the conditions set forth
below:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    If at any
time after the date hereof the Company, or after the closing of a Reverse Merger
Financing, the Public Company, shall determine to file with the Commission a
registration statement under the Securities Act relating to an offering for its
own account or the account of others of any of its equity securities (other than
on Form S-4 or Form S-8 or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in connection with stock option or other bona fide, employee
benefit plans), the Company or the Public Company, as the case may be, shall
send to each Lender who is entitled to registration, written notice of such
determination not less than twenty (20) days prior to filing such registration
statement, and, if within ten (10) days after the mailing date of such notice,
such Lender shall so request in writing, the Company or the Public Company shall
include in such registration statement all or any part of the Shares of the
Public Company received or to be received by such Lender upon conversion of the
Notes that such Lender requests to be registered, except that if, in connection
with any underwritten public offering for the account of the Company or the
Public Company the managing underwriter(s) thereof shall impose a limitation on
the number of such Shares which may be included in the registration statement
because, in such underwriter(s)’ judgment, marketing or other factors dictate
such limitation is necessary to facilitate public distribution, then the Company
or the Public Company shall be obligated to include in such registration
statement only such limited portion of the Shares with respect to which such
Lender has requested inclusion hereunder as the underwriter shall permit. Any
exclusion of Shares shall be made pro rata among the Lender seeking to include
Shares in proportion to the number of securities sought to be included by such
additional investors; provided, however, that the
Company or the Public Company shall not exclude any Shares unless the Company or
Public Company has first excluded all outstanding securities, the purchaser of
which are not entitled to inclusion of such securities in such registration
statement or are not entitled to pro rata inclusion with the Shares; and provided, further, however, that, after
giving effect to the immediately preceding proviso, any exclusion of Shares
shall be made pro rata with the purchaser of other securities having the right
to include such securities in the registration statement other than purchaser of
securities entitled to inclusion of their securities in such registration
statement by reason of demand registration rights.  If an offering in
connection with which a Lender is entitled to registration is an underwritten
offering, then each Lender whose Shares are included in such registration
statement shall, unless otherwise agreed by the Company or Public Company, offer
and sell such Shares in an underwritten offering using the same underwriter or
underwriters and on the same terms and conditions as other shares of Common
Stock included in such underwritten offering.  In the event the
Company or the Public Company is advised by the staff of the Commission, or any
applicable self-regulatory or state securities agency, that the inclusion of the
Shares will prevent, preclude or materially delay the effectiveness of a
registration statement filed, the Company and the Public Company, in good faith,
may amend such registration statement to exclude the Shares without otherwise
affecting the Lender’s rights to any other registration
statement.  Any costs associated with registration of the Shares shall
be paid by the Company or Public Company.

     

    4.           Representations, Warranties
and Covenants of Lender.  Lender hereby represents and warrants
to, and agrees with, the Company as follows:

     

    (a)           Lender
is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated
under the Securities Act.

     

    (b)           Each
of the Transaction Documents to which Lender is party has been duly executed and
delivered by Lender and constitutes the legal, valid and binding obligation of
Lender, enforceable against Lender in accordance with its terms except as such
enforceability may be limited by general principles of equity or to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (c)           The
execution, delivery and performance by Lender of the Transaction Documents to
which it is a party have been duly authorized, and do not (i) conflict with any
of Lender’s organizational documents, (ii) contravene, conflict with,
constitute a default under or violate any material statute, law, rule,
regulation or court decree binding upon or applicable to Lender or its assets or
properties, (iii) contravene, conflict or violate any applicable order,
writ, judgment, injunction, decree, determination or award of any Governmental
Authority by which Lender or any of its property or assets may be bound or
affected, (iv) require any action by, filing, registration, or
qualification with, or governmental approval from, any Governmental Authority
(except such governmental approvals which have already been obtained and are in
full force and effect) or (v) constitute an event of default or give rise
to a right to terminate under any material agreement by which Lender is
bound.

     

    (d)           Lender
is familiar with the business, plans and financial condition of the Company;
Lender has received all materials that have been requested by Lender; Lender has
had a reasonable opportunity to ask questions of the Company and its
representatives, and the Company has answered to the satisfaction of Lender all
inquiries that Lender or Lender’s representatives have put to it. Lender has had
access to all additional information that Lender has deemed necessary to verify
the accuracy of the information set forth in this Agreement, and has taken all
the steps necessary to evaluate the merits and risks of an investment as
proposed under this Agreement.

     

    (e)           Lender
hereby acknowledges and represents that Lender is able to bear the economic risk
which Lender hereby assumes.

     

    (f)       
    Lender understands the various risks of an investment in
the Company as proposed herein and can afford to bear such risks, including,
without limitation, the risks of losing the entire investment.

     

    (g)           Lender
acknowledges that Lender has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Securities Act and
the rules and regulations thereunder on the transfer of the Notes. In
particular, Lender agrees that no sale, assignment or transfer of any of the
Notes acquired by Lender shall be valid or effective, and the Company shall not
be required to give any effect to such a sale, assignment or transfer, unless
(a) the sale, assignment or transfer of such Notes is registered under the
Securities Act, it being understood that the Notes are not currently registered
for sale and that the Company has no obligation to so register the Notes; or (b)
the Notes are sold, assigned or transferred in accordance with all the
requirements and limitations of an exemption from registration under the
Securities Act. Lender further understands that an opinion of counsel
satisfactory to the Company and other documents may be required to transfer the
Notes.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (h)           Lender
acknowledges that the Notes to be acquired will be subject to a stop transfer
order and any certificate or certificates evidencing any Notes shall bear the
following or a substantially similar legend and such other legends as may be
required by state blue sky laws:

     

    
      	
               
      

            	
              “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
      STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED
      FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES
      UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT.  ANY SUCH TRANSFER MAY ALSO
      BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES
      LAWS.”

            


    

     

    (i)       
    Lender will acquire the Notes and any Shares issued
hereunder for Lender’s own account (or, if such individual is married, for the
joint account of Lender and Lender’s spouse either in joint tenancy, tenancy by
the entirety or tenancy in common) for investment and not with a view to the
sale or distribution thereof or the granting of any participation therein in
violation of the securities laws, and has no present intention of distributing
or selling to others any of such interest or granting any participation therein
in violation of the securities laws.

     

    (j)      
     Lender is not entering into this Agreement or
purchasing the Notes as a result of or subsequent to any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or presented at any seminar or
meeting, or any solicitation by a person other than a representative of the
Company with which Lender had a pre-existing relationship.

     

    
      	
               
      

            	
              5.

            	 	
              Additional Covenants
      of the Company.

            


    

     

    (a)           Notice of Event of
Default.  Upon the occurrence of an Event of Default, the
Company shall notify the Lenders of the nature of such Event of Default as soon
as practicable (but in no event later than five (5) Business Day after the
Company becomes aware of such Event of Default).

    


    (b)           Existing Secured Lenders;
Effectiveness of the Security Document.  The Company
acknowledges that the Lenders’ security interests are a first priority security
interest in the Company. The Company and the Lenders hereby agree that the
Security Document (as defined below) shall be deemed executed, delivered and in
effect, without any further action by any party, effective as of the date (the
“Release
Date”) hereof. As used herein, the term “Security
Document” means the Security Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (c)           Optional
Exchange.  Prior to the repayment of any Note outstanding, if
at any time through and including the closing date of the Reverse Merger
Transaction the Company closes the Subsequent Financing,  Lender, in
its sole discretion, may convert the Note for securities of the same type issued
in the Subsequent Financing (such exchange to be made at the same time as the
closing of the Subsequent Financing), on the same terms and conditions as the
Subsequent Financing, based on the outstanding principal amount of the Notes,
plus accrued and unpaid Interest.  By way of example, if the Company
undertakes a Subsequent Financing of convertible debentures and warrants to
purchase shares of a Public Company at the time of a Reverse Merger
Transaction,  Lender may participate in such Subsequent Financing and
use the exchange of the Notes as consideration, on a dollar for dollar basis, in
lieu of cash consideration for the purchase of such Public Company convertible
debentures and warrants at the same purchase price and subject to the same terms
and conditions as other purchasers thereof who are not Lenders. Lender shall
have the right to exercise only a single optional exchange in the Subsequent
Financing.  Should Lender choose not to participate in the Subsequent
Financing, the right of a Lender to elect to exchange Notes under this Section
5(c) shall terminate. The Company shall provide at least three (3) Business Days
prior written notice of the Subsequent Financing in the manner set forth in this
Section and the Note holder must notify the Company in writing at least (1)
Business Day prior to the date set for closing of the Subsequent Financing if
the holder desires to participate in the optional exchange.

    


    6.           Conditions to Lenders’
Obligations at the Closing.  Each Lender’s obligations to
effect the Closing, including without limitation its obligation to purchase its
Note at the Closing, are conditioned upon the fulfillment (or waiver by such
Lender in its sole and absolute discretion) of each of the following events as
of the Closing Date, and the Company shall use commercially reasonable efforts
to cause each of such conditions to be satisfied:

     

    (a)           the
representations and warranties of the Parent and Company set forth in this
Agreement and in the other Transaction Documents shall be true and correct in
all material respects as of such date as if made on such date (except that to
the extent that any such representation or warranty relates to a particular
date, such representation or warranty shall be true and correct in all material
respects as of that particular date);

     

    (b)           the
Parent and Company shall have complied with or performed in all material
respects all of the agreements, obligations and conditions set forth in this
Agreement and in the other Transaction Documents that are required to be
complied with or performed by the Parent or Company on or before the
Closing;

     

    (c)           the
Company shall have executed and delivered to such Lender the Note being
purchased by such Lender at the Closing;

     

    (d)           the
Company shall have delivered to such Lender resolutions passed by its Board of
Directors to authorize the transactions contemplated hereby and by the other
Transaction Documents;

     

    (e)           there
shall have occurred no material adverse change in the Company’s consolidated
business or financial condition since the date of the Company’s most recent
financial statements;

     

    (f)      
     there shall be no injunction, restraining order or
decree of any nature of any court or Governmental Authority of competent
jurisdiction that is in effect that restrains or prohibits the consummation of
the transactions contemplated hereby and by the other Transaction
Documents

     

    7.           Conditions to Company’s
Obligations at the Closing.  The Company’s obligations to
affect the Closing with Lenders are conditioned upon the fulfillment (or waiver
by the Company in its sole and absolute discretion) of each of the following
events as of the Closing Date:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (a)           the
representations and warranties of such Lender set forth in this Agreement and in
the other Transaction Documents to which it is a party shall be true and correct
in all material respects as of such date as if made on such date (except that to
the extent that any such representation or warranty relates to a particular
date, such representation or warranty shall be true and correct in all material
respects as of that date);

    


    (b)           such
Lender shall have complied with or performed all of the agreements, obligations
and conditions set forth in this Agreement that are required to be complied with
or performed by such Lender on or before the Closing;

    


    (c)           there
shall be no injunction, restraining order or decree of any nature of any court
or Governmental Authority of competent jurisdiction that is in effect that
restrains or prohibits the consummation of the transactions contemplated hereby
and by the other Transaction Documents; and

    


    such Lender shall have executed each Transaction
Document to which it is a party and shall have delivered the same to the
Company.

     

    8.           Reverse Merger
Transaction.  Parent and Company covenant and agree each Lender
shall have the right to participate, in an amount not to exceed the face value
of such Lender’s Note, plus accrued and unpaid interest, in any Reverse Merger
Financing on the same terms and conditions as all other Lenders in such Reverse
Merger Financing in accordance with terms of this Section 8.

     

    (a)           At
least three (3) Business Days prior to the closing of the Reverse Merger
Financing, the Company shall deliver to Lender a written notice of its intention
to effect a Reverse Merger Financing (“RM Notice”), which RM
Notice shall describe in detail the proposed terms of such Reverse Merger
Financing, the amount of proceeds intended to be raised thereunder and the
person or persons through or with whom such Reverse Merger Financing is proposed
to be effected, including all parties contemplated to participate therein in any
capacity, and shall include a term sheet or similar document relating thereto as
an attachment and any available drafts of contemplated transaction
documentation.

     

    (b)           If
Lender desires to participate in the Reverse Merger Financing, the Lender shall
provide written notice to the Company on or prior to the closing of the Reverse
Merger Financing specifying its election to participate in the Reverse Merger
Financing and the amount of Lender’s participation.  The Lender’s
participation shall be on the same terms and conditions as all other Lenders in
such Reverse Merger Financing.

     

    (c)           If
the contemplated terms of any Reverse Merger Financing change in any material
respect from those set forth in the RM Notice, the Company may not complete the
Reverse Merger Financing unless and until it first provides to Lender another RM
Notice containing the currently contemplated terms of the Reverse Merger
Financing (and offering the Lender the right to participate as set forth herein)
at least two (2) Business Days prior to the closing of such revised Reverse
Merger Financing.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (d)           As
a condition to closing a Reverse Merger Transaction, the Company shall cause the
Public Company to be bound by the terms and provisions of this Agreement as if
Public Company had executed this Agreement as a party hereto, to be bound by the
provisions with regard to the “Public Company” hereunder in all
respects.

     

    
      9.        
  Restricted Stock
Issuance.

    

     

    (a)           Upon
the closing of a Subsequent Financing that is related to a Reverse Merger
Transaction, the Public Company shall issue to each Lender without further
consideration, such number of restricted shares of Common Stock of the Company
as shall be equal to thirty (30%) percent of the face value of each Note, plus
accrued and unpaid interest, at a price per share equal to the price per share
at which the Public Company completes the Subsequent
Financing.  Should the Company not complete a Subsequent Financing
related to a Reverse Merger Transaction within One Hundred and Eighty (180) days
of the Closing Date, the Company’s obligation to issue the restricted shares of
Common Stock under this Section 9(a) shall be satisfied upon the issuance to
Note holders of such number of shares of Common Stock of the Company to each
Lender as shall represent thirty (30%) percent of the principal amount of face
value of each Note, at a price per share equal to a market value of the Company,
on a per share basis, based upon $2.5 million as the total pre-money market
value of the Company, on a fully-diluted basis.

     

    (b)           Notwithstanding
anything contained herein to the contrary, if the Company does not pay the
principal and interest due on the Notes within forty-five (45) days following
the Maturity Date, the Company shall, in lieu of the issuance described above in
Section 9(a), issue Lenders in the aggregate Common Stock equal to ten percent
(10%) of the issued and outstanding Common Stock of the Company, on a fully
diluted basis, pro-rata, to the Lenders.

     

    10.         General
Provisions.

     

    (a)           Governing Law;
Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAWS.  THE COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK, WITH RESPECT TO ANY
CLAIM OR CONTROVERSY RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS
NOTE.

     

    (b)           Notices.  Any
notice or other communication required or permitted to be given hereunder shall
be in writing by mail, facsimile or personal delivery and shall be effective
upon actual receipt of such notice.  The addresses for such
communications shall be as set forth below until notice is received that any
such address or contact information has been changed:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    To
      the Company or Parent:

                  	 
      	
                    rVue,
      Inc.

                  
	 
      	 
      	
                    900
      S.E. 3rd Avenue, Third Floor

                  
	 
      	 
      	
                    Fort
      Lauderdale, FL 33316

                  
	 
      	 
      	
                    Att:
      Jason Kates, CEO

                  
	 
      	 
      	
                    T:
      954.525.6464

                  
	 
      	 
      	
                    F:
      954.728.9029

                  
	 
      	 
      	 
      
	
                    With
      a copy to:

                  	 
      	
                    Akerman
      Senterfitt

                  
	 
      	 
      	
                    One
      S.E. Third Avenue, Suite 2500

                  
	 
      	 
      	
                    Miami,
      FL 33131-1714

                  
	 
      	 
      	
                    Att:
      Jonathan L. Awner, Esq.

                  
	 
      	 
      	
                    T:
      305-982-5615

                  
	 
      	 
      	
                    F:
      305-374-5095

                  
	 
      	 
      	 
      
	
                    To
      Lender:

                  	 
      	
                    To
      the address on the signature page attached

                  
	 
      	 
      	
                    hereto.

                  


          

        

      

    

     

    (c)           Entire
Agreement.  Except as otherwise provided herein, this
Agreement, the Note and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof.

     

    (d)           Amendment.  This
Agreement may only be amended, waived, discharged or terminated by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.

     

    (e)           Successors and
Assigns.  This Agreement and the Note may be transferred or
assigned by Lender in whole or in part, in Lender’s sole and absolute
discretion.  Except as otherwise expressly provided in this Agreement,
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

     

    (f)        
   Severability.  In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

     

    (g)           Titles and
Subtitles.  The titles of the Sections of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.

     

    (h)           Expenses.  The
Company and Lender shall each bear their own expenses incurred with respect to
this transaction.

     

    (i)       
    Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall be deemed to constitute one
instrument.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (j)        
   Counsel.  All
parties hereto have been represented by counsel, and no inference shall be drawn
in favor of or against any party by virtue of the fact that such party’s counsel
was or was not the principal draftsman of this Agreement. Each of the parties
has been provided the opportunity to be represented by counsel of its choice and
has been encouraged to seek separate representation to the extent that it deems
such desirable, but the absence of such shall not be asserted as a basis for the
enforceability or interpretation of any of the terms or provisions of this
Agreement, or as a reason to seek disqualification of the Company’s counsel in
any controversy or proceeding.

     

    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first-above written.

    


    
      
        	
                ARGO
      DIGITAL SOLUTIONS, INC.

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Jason
      Kates

              
	 
      	
                Chief
      Executive Officer

              
	 
      
	
                RVUE,
      INC.

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Jason
      Kates

              
	 
      	
                Chief
      Executive Officer

              


      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE FOR NOTE PURCHASE AGREEMENT]

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          By:

                                        	
                                             

                                        	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                                          Principal
      Amount of Note Purchased at Closing:

                                        	 	
                                          $______________

                                        
	 
      	 
      	 	 
      
	
                                          ADDRESS:

                                        	 	 
      
	
                                             

                                        	 	 
      
	 	 	 
	
                                             

                                        	 	 
      
	 	 	 
	
                                             

                                        	 	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Exhibit
A

     

    Form
of Secured Promissory Note


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Exhibit
B

     

    Security
Agreement


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Schedule
I

     

    Permitted
Indebtedness

     

    
      	
               
      

            	
              1.

            	
              Capital
      lease obligations in the maximum amount of $5,000 for
      equipment.

            


    


    
      
         


      

      
        18