EXHIBIT A 


 


Note


 


This Note is issued pursuant to, and
subject to the terms and provisions of, that certain Financing and Security Agreement, by and between Issuer and Holder, dated
as of March 28, 2012 (as amended, restated, amended and restated, supplemented, modified or replaced from time to time, the “Financing
Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to such terms under the Financing
Agreement. 


 


THIS NOTE AND THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT. 


 


6% SENIOR SECURED CONVERTIBLE NOTE DUE 2017 


 


	$1,250,000	March 28, 2012


 


FOR VALUE RECEIVED,
SaveDaily, Inc., a Nevada corporation (“SDINC”), and SaveDaily.com, Inc., a California corporation (together
with SDINC and their respective successors and assigns, the “Issuer”), hereby jointly and severally promise
to pay to the order of SaveDaily Partners, L.P., a Delaware limited partnership, or its applicable assigns (“Holder”),
the principal amount of One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000) plus the aggregate amount of all
Capitalized Interest Payments (as defined below) (such sum being the “Adjusted Principal Amount”) on or before
the Due Date for this Note, together with interest thereon at a rate per annum equal to six percent (6.0%) per annum (or, if applicable,
the Default Rate or the rate payable upon and during the continuance of a Financial Covenant Failure, as provided below or in
the Financing Agreement); provided, that the Adjusted Principal Amount under this Note may not be prepaid prior to the
third anniversary of the date hereof except on the terms and subject to the conditions set forth in the Financing Agreement.


 


Interest shall be payable
on this Note quarterly in arrears on the first business day of the following quarter, commencing July 2, 2012, and on the Due Date
(each such date, an “Interest Accrual Date”) and shall accrue for the period from the prior Interest Accrual
Date (or in the case of the initial interest period, from the Initial Closing Date) to but excluding the then-current Interest
Accrual Date. On each Interest Accrual Date all accrued and unpaid interest then outstanding shall be (x) capitalized and added
to the Adjusted Principal Amount (each such capitalization and addition, a “Capitalized Interest Payment”) or
(y) at Holder’s election, paid in cash. Following the occurrence and during the continuation of a Default, Issuer shall pay
interest on the Adjusted Principal Amount at a rate of interest equal to fifteen percent (15%) per annum, or if less, the maximum
rate then permissible under applicable law (the “Default Rate,” and such interest at the Default Rate being
the “Default Interest”), which amount shall accrue from the date of such Default until the earlier of the date
on which all amounts due under this Note shall have been paid in full or the date on which such Default is cured (if such default
is a Non-Payment Default and is susceptible to cure under the terms of the Financing Documents pursuant to which this Note was
issued) or waived, in Holder’s sole discretion, and shall be paid in kind or, at Holder’s election, in cash, in accordance
with the terms hereof and the Financing Agreement. Following the occurrence and during the continuation of a Financial Covenant
Failure, Issuer shall pay interest on the Adjusted Principal Amount at a rate equal to nine percent (9.0%) per annum, or if less,
the maximum rate then permissible under applicable law (the “Financial Covenant Failure Rate,” and such interest
at the Financial Covenant Failure Rate being, the “Financial Covenant Failure Interest”), which amount shall
accrue from the date of such Financial Covenant Failure until the earlier of the date on which all amounts due under this Note
shall have been paid in full or the date on which the Financial Covenant Failure no longer exists or has been waived, in Holder’s
sole discretion, and shall be paid-in-kind or, at Holder’s election, in cash, in accordance with the terms hereof and the
Financing Agreement.


 






    	 



    	 



    
 


Subject to acceleration
as provided herein, the Adjusted Principal Amount and all accrued interest hereunder that has not previously been paid in cash
or capitalized and added to the Adjusted Principal Amount shall be paid in a single payment, which shall be due and payable on
the Due Date. Such payment on the Due Date shall be applied in accordance with Section 4.1 of the Financing Agreement


 


Interest that is paid
in kind and added to the outstanding principal amount of this Note, together with any Default Interest accruing hereunder from
time to time, is collectively referred to herein as “Additional PIK Principal.” Additional PIK Principal shall
be considered part of the principal amount outstanding for all purposes of this Note. Payments of principal, interest and all other
sums due under this Note shall be paid in lawful money of the United States of America in immediately available funds to such account
of Holder as Holder from time to time may designate in writing to Issuer.


 


Issuer may prepay this
Note upon the terms and subject to the conditions set forth in the Financing Agreement. Any such prepayment shall be applied in
accordance with Section 4.1 of the Financing Agreement.


 


Upon a Default, the
entire amount outstanding under this Note shall be immediately due and payable, without notice or demand except as otherwise provided
herein, by Holder, in addition to such other rights or remedies as Holder may have under this Note, the Financing Documents, at
law or in equity, subject only to Issuer’s limited rights to cure a Non-Payment Default under the Financing Agreement, to
the extent applicable. The failure of or any delay by Holder at any time in exercising the foregoing rights shall not be deemed
a waiver thereof or a consent to any such Default. If this Note is not paid by Issuer on or prior to the Due Date hereof, whether
by acceleration or otherwise, Issuer hereby promises to pay all costs of enforcement and collection, including but not limited
to all fees and expenses of counsel to Holder and all court costs, in addition to the full amount due hereunder and any other amounts
provided under or pursuant to the Financing Documents related to this Note.


 



    	 



    	 



    

 


Upon a Default, interest
shall be due and payable under this Note at the Default Rate, as provided above, both before and after demand and judgment, notwithstanding
any applicable statutory judgment rate of interest. If any interest payment or other charge or fee payable hereunder exceeds the
maximum amount then permitted by applicable law, then Issuer shall pay the maximum amount then permitted by applicable law as from
time to time in effect.


 


HOLDER
ENTITLED TO
CERTAIN BENEFITS.
This Note is a “Note” referred to in, and Holder is entitled to the rights and benefits under, the Financing Agreement,
including, without limitation, the right to accelerate the outstanding principal balance of, accrued and unpaid interest on, and
all other amounts owing under this Note upon the occurrence of a Default. Further, this Note is secured by a first priority, fully
perfected security interest in and lien upon the “Collateral” granted by Issuer to secure the Obligations under the
Financing Documents. This Note also is convertible into Common Stock of SDINC pursuant to, and in accordance with the terms of,
the Financing Agreement, which terms hereby are incorporated by this reference as if fully set forth herein. The Holder of the
Note is also entitled to certain anti-dilution protections that are provided under the Financing Agreement. To the extent this
Note is converted into Common Stock of SDINC, the Conversion Shares issued to Holder in connection therewith also will be entitled
to the registration rights provided under the Financing Agreement.


 


Issuer waives demand
and notice of demand, presentment for payment, protest and notice of protest, notice of dishonor, nonpayment and notice of nonpayment,
diligence and all other notices of any kind except as otherwise provided herein and, to the full extent permitted by law, the right
to plead any statute of limitations as a defense, in collecting or bringing suit under this Note. No single or partial exercise
by Holder of any power, right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. The acceptance by Holder of any payment due hereunder which is less than the total of all amounts due and
payable at the time of such payment shall not constitute a waiver of the right to exercise any other remedies or options of Holder
at that time or at any subsequent time, or nullify any prior exercise of such remedy or option. No failure, delay or omission on
the part of Holder in exercising any rights under this Note shall operate as a waiver of such right or any other rights of Holder.


 


Whenever possible,
each provision of this Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law or in a specific jurisdiction, such provision shall
be ineffective to the extent of such prohibition or invalidity (or solely with respect to the jurisdiction in which it is deemed
ineffective or invalid), without invalidating the remainder of such provision or the remaining provisions of this Note. This Note
and the Obligations of Issuer hereunder and under the Financing Documents may not be assigned or delegated by Issuer without the
prior written consent of Holder, which Holder may grant, condition or withhold in its sole discretion. This Note and Holder’s
rights hereunder may be freely assigned by Holder or its assigns without Issuer’s consent, subject only to notice of such
assignment. Whenever in this Note reference is made to Holder or Issuer, such reference shall be deemed to include, as applicable,
a reference to their respective successors and permitted assigns. The provisions of this Note shall be binding upon and shall inure
to the benefit of Holder, Issuer, and their respective successors and permitted assigns. Issuer’s successors and assigns
shall include, without limitation, a receiver, trustee or debtor in possession of or for Issuer.


 



    	 



    	 



    

  


This Note shall be
construed in accordance with and governed by the laws of the State of New York. Issuer and, by accepting this Note, Holder hereby
irrevocably consents to the exclusive jurisdiction of the United States District Court for the Southern District of New York or
any New York State court sitting in New York City (and of the appropriate appellate courts therefrom) in any suit, action or proceeding
seeking to enforce any provision of, or based on any suit, action or proceeding arising out of or in connection with, this Note
or the transactions contemplated hereby or by the Financing Documents and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party in the
manner provided in the Financing Agreement shall be deemed effective service of process on such party. EACH OF ISSUER AND, BY ACCEPTING
THIS NOTE, HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS NOTE.


 


[Reminder of page intentionally left blank; signature
page to follow]


 



    	 



    	 



    

 





IN WITNESS WHEREOF,
the undersigned have executed this Note as of the date first set forth above.


 


	 	ISSUER:
	 	 
	 	SAVEDAILY, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	SAVEDAILY.COM, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	 



    	 



    

 





Quail Bend Draft


03/14/2012







 


EXHIBIT B 


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT 


 


This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”),
dated as of March 30, 2012, is made by SAVEDAILY, INC., a Nevada corporation, and SAVEDAILY.COM, INC., a California
corporation (collectively, “Grantor”), in favor of SAVEDAILY PARTNERS, L.P., a Delaware limited partnership
(the “Purchaser”).


 


WITNESSETH: 


 


WHEREAS, Grantor and the Purchaser
are parties to the Financing and Security Agreement, dated as of March 30, 2012 (as amended, restated, supplemented or otherwise
modified from time to time, the “Financing Agreement”), pursuant to which Purchaser has agreed to purchase,
and Grantor has agreed to sell to Purchaser, senior secured convertible promissory notes on the date hereof and (in Purchaser’s
discretion) from time to time hereafter (the “Notes,” and the indebtedness evidenced thereby, the “Loans”)
in accordance with the terms and conditions thereof; and  


 


WHEREAS, pursuant to the Financing
Agreement, Grantor is required to execute and deliver this Agreement as a condition to the Initial Closing (as defined in the Financing
Agreement).


 


NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and to induce the Purchaser
to purchase the Notes and make the Loans to Grantor under the Financing Agreement, Grantor hereby agrees with the Purchasers and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:


 


Section 1.    
     Defined Terms. Capitalized terms used
herein without definition are used as defined in the Financing Agreement.


 


Section 2.    
     Grant of Security Interest in Intellectual
Property Collateral. Grantor, as collateral security for the prompt and complete payment and performance when due (whether
at stated maturity, by acceleration or otherwise) of the Obligations hereby mortgages, pledges and hypothecates to the Purchaser
and grants to the Purchaser, a lien on and security interest in, all of Grantor’s and its applicable subsidiaries’
right, title and interest in, to and under the following Collateral of Grantor and such subsidiaries (the “Intellectual
Property Collateral”):


 


(a)    
   all trade secrets and rights under
any written agreement granting any right to use trade secrets;


 


(b)        all
copyrights and rights under any written agreement granting any right to use copyrights, including, without limitation, those referred
to on Schedule 1 hereto, together with all renewals, reversions and extensions of the foregoing;


 


(c)        all
trademarks and rights under any written agreement granting any right to use trademarks, including, without limitation, those referred
to on Schedule 2 hereto, together with all renewals, reversions and extensions of the foregoing;


 


(d)        all
goodwill of the business connected with the use of, and symbolized by, each such trademark described in subparagraph (c)
above;


 


(e)        all
U.S. patents and rights under any written agreement granting any right to use U.S. patents, including, without limitation, those
owned by Grantor or its subsidiaries referred to on Schedule 3 hereto, together with all reissues, reexaminations, continuations,
continuations-in-part, divisionals, renewals and extensions of the foregoing;


 






    	 



    	 



    
 


(f)        all
U.S. patent applications and rights under any written agreement granting any right to use U.S. patent applications, including,
without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 4 hereto, together with all reissues,
reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing;


 


(g)        all
PCT patent applications and rights under any written agreement granting any right to use PCT patent applications, including, without
limitation, those owned by Grantor or its subsidiaries referred to on Schedule 5 hereto, together with all reissues, reexaminations,
continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing;


 


(h)        all
foreign patents and patent applications, and rights under any written agreement granting any right to use foreign patents and
patent applications, including, without limitation, those owned by Grantor or its subsidiaries referred to on Schedule 6
hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions
of the foregoing;


 


(i)        all
applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims related thereto now or hereafter
owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing,
together with all accessions and additions thereto, proceeds and products thereof (including, without limitation, any proceeds
resulting under insurance policies); provided, that the Intellectual Property Collateral shall include, without limitation,
all cash, royalty fees, other proceeds, accounts and general intangibles that consist of rights of payment to or on behalf of
Grantor or its subsidiaries or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the
Intellectual Property Collateral by or on behalf of Grantor or its subsidiaries; and


 


(j)    
   all income, royalties, proceeds
and liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation,
all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation
or other impairment thereof.


 


Section 3.    
      Financing Agreement, Financing Document and Additional
Financing Documents. The security interest granted pursuant to this Agreement is granted in conjunction with, and is in no
way limiting, the security interest granted to the Purchaser pursuant to the Financing Agreement or any other security documents
or filings executed or made in connection therewith, and Grantor hereby acknowledges and agrees that the rights and remedies of
the Purchasers with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully
set forth in the Financing Agreement, the Financing Documents, and Additional Financing Documents (if any) and any such other applicable
related documents, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.


 


Section 4.    
     Grantor Remains Liable.
Grantor (on behalf of itself and each of its applicable subsidiaries) hereby agrees that, anything herein to the contrary notwithstanding,
Grantor and its applicable subsidiaries shall retain full and complete responsibility for the prosecution, defense, enforcement
or any other necessary or desirable actions in connection with its intellectual property subject to a security interest hereunder,
and Grantor shall (and shall cause its applicable subsidiaries to) take all appropriate actions necessary to preserve its rights,
title and interest in such intellectual property and otherwise to ensure the availability of the Intellectual Property Collateral
as security for the payment and other obligations under the Notes and the Loans evidenced thereby.


 






    	-2-



    	 



    



 


Section 5.    
      Counterparts. This
Agreement may be executed by original, facsimile or PDF signature and in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.


 


Section 6.    
      Governing Law. This
Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.


 


[Signature Pages Follow]


 



    	-3-



    	 



    

 


IN WITNESS WHEREOF, Grantor has caused this Intellectual Property
Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.




 





	 	GRANTOR:
	 	 
	 	SAVEDAILY, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SAVEDAILY.COM, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


SIGNATURE PAGE


 



    	 



    	 



    

 





ACCEPTED AND AGREED

as of the date first above written:


 


	 	SAVEDAILY PARTNERS, L.P.
	 	 
	 	By Quail Bend, LLC, its General
    Partner
	 	 
	 	By:	 
	 	 	Steven Durbin, Jr.
	 	 
	 	Notice Address:
	 	 
	 	323 S. Anita Avenue
	 	Los Angeles, California 
    90049
	 	Attn:  Steven Durbin,
    Jr.







  


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT








 



    	 



    	 



    

 


EXHIBIT C


 


Capital Structure


 


	as of March 28, 2012	 	 	 	 
	 	 	 	 	 
	Cash and Equivalents	 	 	 	 
	Cash	 	$	106,245	 
	Marketable Securities	 	 	4,095	 
	Total Cash and Equivalents	 	$	110,340	 
	 	 	 	 	 
	Debt	 	 	 	 
	EQ Partners, LLC Note	 	$	750,000	 
	Silver Cross Note	 	 	215,837	 
	Total Debt	 	$	965,837	 
	 	 	 	 	 
	Shares Outstanding	 	 	 	 
	Total Preferred Stock Shares Outstanding1	 	 	-	 
	Total Common Stock Shares Outstanding2	 	 	44,346,864	 
	 	 	 	 	 
	Options and Warranted Granted	 	 	 	 
	Warrants on Common Stock Granted	 	 	2,069,192	 
	Options on Common Stock Granted	 	 	1,586,666	 



 


		(1)	5,000,000 shares authorized



		(2)	50,000,000 shares authorized





 


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 



    	 



    	 



    

 


EXHIBIT D


 


Material Assets*


 





	 	 	 	 	Purchase	 	Purchase	 	 	Accumulated	 	 	Remaining	 
	COMPANY	 	DESCRIPTION	 	Date	 	Amount	 	 	Depreciation	 	 	Book
    Value	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Computer Hardware	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NORDEX	 	COMPUTERS	 	09/30/99	 	$	11,859	 	 	$	11,859	 	 	 	-	 
	NORDEX	 	2 DESKTOPS	 	12/15/99	 	 	4,083	 	 	 	4,083	 	 	 	-	 
	NORDEX	 	MISC COMP EQUIP	 	01/05/00	 	 	1,479	 	 	 	1,479	 	 	 	-	 
	NORDEX	 	COMPAQ RACK	 	01/15/00	 	 	4,642	 	 	 	4,642	 	 	 	-	 
	NORDEX	 	COMPAQ HARDWARE	 	02/23/00	 	 	2,650	 	 	 	2,650	 	 	 	-	 
	NORDEX	 	2 COMPUTERS	 	03/03/00	 	 	5,763	 	 	 	5,763	 	 	 	-	 
	CDW	 	CISCO ETHERNET	 	04/25/00	 	 	1,916	 	 	 	1,916	 	 	 	-	 
	CDW	 	CISCO 24 PT 10/100 SWITCH	 	04/26/00	 	 	1,537	 	 	 	1,537	 	 	 	-	 
	CDW	 	COMPUTER EQUIP	 	05/01/00	 	 	19,224	 	 	 	19,224	 	 	 	-	 
	CDW	 	HP DESKJET	 	05/02/00	 	 	313	 	 	 	313	 	 	 	-	 
	CDW	 	COMPAQ COMPUTER EQUIP	 	05/03/00	 	 	105,489	 	 	 	105,489	 	 	 	-	 
	NORDEX	 	MS 2000 UPGRADE	 	05/05/00	 	 	20,547	 	 	 	20,547	 	 	 	-	 
	CDW	 	COMPAQ SPEAKERS & S710	 	05/17/00	 	 	15,565	 	 	 	15,565	 	 	 	-	 
	CDW	 	COMPAQ COMPUTER EQUIP	 	05/31/00	 	 	1,662	 	 	 	1,662	 	 	 	-	 
	CDW	 	COMPAQ MINI TOWER COMPUTER	 	06/13/00	 	 	5,730	 	 	 	5,730	 	 	 	-	 
	CDW	 	COMPAQ COMPUTER EQUIP (7)	 	06/29/00	 	 	10,697	 	 	 	10,697	 	 	 	-	 
	CDW	 	COMPAQ EQUIP + WINDOWS UPGRD	 	07/03/00	 	 	6,531	 	 	 	6,531	 	 	 	-	 
	CDW	 	COMPAQ SPEAKERS & S710	 	07/05/00	 	 	4,275	 	 	 	4,275	 	 	 	-	 
	CDW	 	DESKTOP & COMP EQUIP	 	10/01/00	 	 	2,316	 	 	 	2,316	 	 	 	-	 
	DELL	 	LAPTOP + ACCESSORIES FOR JEFF	 	01/08/07	 	 	4,834	 	 	 	4,834	 	 	 	-	 
	CRUCIAL TECHNOLOGY	 	RAM - DATABASE SERVER	 	01/08/07	 	 	755	 	 	 	755	 	 	 	-	 
	DELL	 	LATITUDE D620 - Jeff Mahony	 	05/08/07	 	 	2,741	 	 	 	2,741	 	 	 	-	 
	MONROE CONSULTING	 	SERVERS & HARDWARE	 	01/03/08	 	 	65,391	 	 	 	65,391	 	 	 	-	 
	MONROE CONSULTING	 	SERVER SOFTWARE LICENSES	 	01/03/08	 	 	15,879	 	 	 	15,879	 	 	 	-	 
	CAPTURE TECHNOLOGIES	 	TELEPHONE SYSTEM	 	01/03/08	 	 	31,712	 	 	 	31,712	 	 	 	-	 
	MONROE CONSULTING	 	FIREWALL	 	01/07/08	 	 	6,260	 	 	 	6,260	 	 	 	-	 
	MONROE CONSULTING	 	DEVELOPER WORKSTATIONS & LAPTOP	 	01/07/08	 	 	9,600	 	 	 	9,600	 	 	 	-	 
	MONROE CONSULTING	 	SERVERS & HARDWARE	 	01/07/08	 	 	20,757	 	 	 	20,757	 	 	 	-	 
	MONROE CONSULTING	 	SOFTWARE	 	01/07/08	 	 	10,480	 	 	 	10,480	 	 	 	-	 
	MONROE CONSULTING	 	NETWORKING HARDWARE	 	01/07/08	 	 	24,254	 	 	 	24,254	 	 	 	-	 
	MONROE CONSULTING	 	HP 4250N PRINTER	 	01/07/08	 	 	1,320	 	 	 	1,320	 	 	 	-	 
	MONROE CONSULTING	 	SERVERS & HARDWARE	 	01/14/08	 	 	6,853	 	 	 	6,853	 	 	 	-	 
	MONROE CONSULTING	 	LCD MONITORS	 	01/28/08	 	 	647	 	 	 	647	 	 	 	-	 
	STOUT & BERG Electrical	 	Labor to Install electrical needed for new
    Servers	 	01/15/08	 	 	2,485	 	 	 	2,485	 	 	 	-	 
	ROYAL DISCOUNT TECHNOLOGIES	 	MS OFFICE 2007	 	04/01/08	 	 	792	 	 	 	792	 	 	 	-	 
	RemitPro	 	CHECK SCANNER	 	05/31/08	 	 	825	 	 	 	825	 	 	 	-	 
	DELL	 	(2) OPLTIPLEX 530 DESKTOPS W/ LCD MONITORS	 	06/03/08	 	 	2,240	 	 	 	2,240	 	 	 	-	 
	DELL	 	Precision T3400 375W	 	07/01/08	 	 	1,998	 	 	 	1,998	 	 	 	-	 
	MONROE CONSULTING	 	DOMAIN CONTROLLER - ProLiant DL320G5p	 	07/08/08	 	 	3,623	 	 	 	3,623	 	 	 	-	 
	MONROE CONSULTING	 	Domain Controller Installation	 	07/31/08	 	 	1,450	 	 	 	1,450	 	 	 	-	 
	DELL	 	DELL DEMO PC / Monitor for Conference Room	 	02/14/11	 	 	1,809	 	 	 	628	 	 	 	1,181	 
		 	DELL OptiPlex 790 and Monitor for Jeff 	 	06/20/11	 	 	1,943	 	 	 	450	 	 	 	1,493	 
	VERISON TELEPRODUCTS	 	Dual T1 Interface Module- Netvanta 3430 Chassis
    / Installation	 	08/30/11	 	 	2,839	 	 	 	478	 	 	 	2,361	 
	DELL	 	Dell Precision T3500 - Shane Oh	 	11/10/11	 	 	2,592	 	 	 	264	 	 	 	2,328	 
	DELL	 	Adobe Creative Studio 5.5 for Shane's Dell
    Precision	 	11/10/11	 	 	916	 	 	 	93	 	 	 	823	 
	CRUCIAL TECHNOLOGY	 	RAM for Dell Precision T3500 4GB	 	11/10/11	 	 	63	 	 	 	6	 	 	 	56	 
	APPLE COMPUTER	 	Ibook for Matt Nunez	 	12/10/11	 	 	3,795	 	 	 	282	 	 	 	3,513	 
	DELL	 	DELL PRecision T3500	 	02/24/12	 	 	2,546	 	 	 	12	 	 	 	2,534	 
	Total Computer Hardware	 	 	 	 	 	$	457,676.40	 	 	$	443,387.61	 	 	$	14,288.79	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Furniture and Office
    Equipment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BKM	 	32 OFFICE CHAIRS	 	04/15/00	 	$	10,613	 	 	$	10,613	 	 	 	-	 
	BKM	 	CONFERENCE TABLE	 	04/26/00	 	 	7,239	 	 	 	7,239	 	 	 	-	 
	BKM	 	FIRE FILE	 	04/28/00	 	 	485	 	 	 	485	 	 	 	-	 
	BKM	 	FURNITURE	 	06/05/00	 	 	17,671	 	 	 	17,671	 	 	 	-	 
	125West.com	 	Shelving Set	 	09/08/06	 	 	409	 	 	 	409	 	 	 	-	 
	Officedepot.com	 	Shelving Set	 	11/07/06	 	 	388	 	 	 	388	 	 	 	-	 
	TWA Com	 	Heavy Duty Shelving for Servers	 	01/09/08	 	 	787	 	 	 	652	 	 	 	135	 
	ednashworld / Amazon.com	 	Sharp Aquos 52" TV and Mount for Conference
    Room	 	10/08/10	 	 	1,049	 	 	 	293	 	 	 	756	 
	Atlas Sales & Rentals	 	Air Conditioning Unit - Server Room	 	12/20/10	 	 	3,864	 	 	 	924	 	 	 	2,939	 
		 	DryErase Boards (3) -
    Small Conference Room 	 	04/21/11	 	 	745	 	 	 	136	 	 	 	609	 
	Total
    Furniture and Office Equipment	 	 	 	 	 	$	43,250	 	 	$	38,810	 	 	$	4,440	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Total
    Fixed Assets 	 	 	 	$	500,926	 	 	$	482,198	 	 	$	18,728	 








 


* Intangible assets are disclosed on the IP Security Agreement
(Exhibit B)


 


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 



    	 



    	 



    

 


EXHIBIT E


  


Material Liabilities


 


	Accounts Payable	 	 	Current	 	 	 	1 - 30	 	 	 	31 - 60	 	 	 	61 - 90	 	 	 	> 90		 	 	Total	 
	American Express	 	 	-	 	 	$	15,905	 	 	$	5,001	 	 	 	-	 	 	 	-	 	 	$	20,907	 
	Austin Legal Group	 	 	5,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	5,000	 
	Capital Market Relations	 	 	-	 	 	 	3,500	 	 	 	7,000	 	 	 	-	 	 	 	-	 	 	 	10,500	 
	Complete Office	 	 	-	 	 	 	521	 	 	 	268	 	 	 	-	 	 	 	-	 	 	 	789	 
	HJ & Associates, LLC	 	 	7,500	 	 	 	7,819	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	15,319	 
	Leonard E. Nielson	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,500	 	 	 	2,500	 
	Michael F. Cronin	 	 	-	 	 	 	2,910	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,910	 
	Mitchell Reed Sussman & Associates	 	 	8,160	 	 	 	7,880	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	16,040	 
	PR Newswire	 	 	2,095	 	 	 	2,090	 	 	 	420	 	 	 	1,000	 	 	 	1,145	 	 	 	6,750	 
	Sprint	 	 	-	 	 	 	180	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	180	 
	UMB BANK	 	 	-	 	 	 	-	 	 	 	36,919	 	 	 	-	 	 	 	39,382	 	 	 	76,301	 
	UPS Security Systems	 	 	42	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	42	 
	Verizon	 	 	909	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	909	 
	Verizon Business	 	 	-	 	 	 	1,072	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,072	 
	Total Accounts Payable	 	$	23,706	 	 	$	41,877	 	 	$	49,609	 	 	$	1,000	 	 	$	43,027	 	 	$	159,219	 



 





	Accrued Expenses	 	Amount	 	Date	 	 	Memo	 
	Law Offices of Aaron Grunfeld	 	$ 	15,000	 	 	12/31/11	 	 	Aaron Grunfeld $5k per month flat fee October-December
    2011 per Matt Nunez  	 
	Law Offices of Aaron Grunfeld	 	 	5,000	 	 	1/31/12	 	 	Accrue Aaron Grunfeld Monthly retainer January 2012  	 
	Ken Carroll	 	 	2,077	 	 	2/29/12	 	 	Ken personal amex charges 2/11 to 2/29/12  	 
	Ken Carroll	 	 	892	 	 	2/29/12	 	 	February charges on Ken's card - March Bill office expenses  	 
	Law Offices of Aaron Grunfeld	 	 	5,000	 	 	2/29/12	 	 	Accrue Aaron Grunfeld Monthly retainer February 2012  	 
	Standard Registrar and Transfer Co. Inc.	 	 	85	 	 	2/29/12	 	 	February services billed in March  	 
	Jennifer Mahoney expense report	 	 	3,264	 	 	2/29/12	 	 	Jennifer Mahony 3/7/12 expense report - February charges  	 
	Franz Staal expense report	 	 	7	 	 	2/29/12	 	 	accrue February expense - Franz Staal expense report 3/12/2012
     	 
	Gregory D Vacca	 	 	1,055	 	 	2/29/12	 	 	Feb 2012 expenses on 3/8/12 expense report - Greg Vacca  	 
	Jeffrey W Mahony	 	 	220	 	 	2/29/12	 	 	January and Feb 2012 expenses from March 14, 2012 expense report
     	 
	Jeffrey W Mahony	 	 	2,355	 	 	2/29/12	 	 	Jeff Mahony Feb 2012 amex charges on March bill  	 
	Matthew D Nunez	 	 	6,218	 	 	2/29/12	 	 	Matt - February expenses on March amex bill  	 
	Total Accrued Expenses	 	$ 	41,175	 	 	 	 	 	 	 







 


	Debt	 	Date	 	 	Amount	 
	Silver Cross Note	 	 	2/29/2012	 	 	$	215,837	 
	EQ Partners, LLC Note	 	 	3/31/2012	 	 	$	365,242	 



 


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 



    	 



    	 



    

  


EXHIBIT F


 


Secured Interests


 


	Monroe Consulting	 	Servers & Hardware	 	01/03/08	 	$	65,391	 
	Monroe Consulting	 	Server Software Licenses	 	01/03/08	 	 	15,879	 
	Capture Technologies	 	Telephone System	 	01/03/08	 	 	31,712	 
	Monroe Consulting	 	Firewall	 	01/07/08	 	 	6,260	 
	Monroe Consulting	 	Developer Workstations & Laptop	 	01/07/08	 	 	9,600	 
	Monroe Consulting	 	Servers & Hardware	 	01/07/08	 	 	20,757	 
	Monroe Consulting	 	Software	 	01/07/08	 	 	10,480	 
	Monroe Consulting	 	Networking Hardware	 	01/07/08	 	 	24,254	 
	Monroe Consulting	 	Hp 4250N Printer	 	01/07/08	 	 	1,320	 
	Monroe Consulting	 	Servers & Hardware	 	01/14/08	 	 	6,853	 
	Monroe Consulting	 	Lcd Monitors	 	01/28/08	 	 	647	 
	Stout & Berg Electrical	 	Labor To Install Electrical Needed For New Servers	 	01/15/08	 	 	2,485	 
	Royal Discount Technologies	 	Ms Office 2007	 	04/01/08	 	 	792	 
	TWA Com	 	Heavy Duty Shelving For Servers	 	01/09/08	 	 	787	 
	 	 	 		 		$	197,217



 





ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT










 



    	 



    	 



    

  


EXHIBIT G 


 


Litigation 


 


Qualified Investors LP Lawsuit.


 


On September 7, 2011, Qualified Investors
LP (“QILP”), filed a complaint in Superior Court for Orange County, California entitled “Qualified Investors,
LP, a California Limited Partnership, vs. SaveDaily.com, Inc., a California Corporation” (the “QILP Complaint”)
against SaveDaily.Com, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”) alleging that the Subsidiary
had breached its payment obligations under a marketing agreement between QILP and the Subsidiary, and claiming an amount of $644,500.30.
The Subsidiary filed a demurrer to the QILP Complaint, asserting that the terms of the marketing agreement required that any dispute
arising in connection with the marketing agreement be submitted to binding arbitration. On November 8, 2011, QILP filed an amended
complaint acknowledging and agreeing that the dispute be referred to first to mediation and thereafter to binding arbitration should
mediation not be successful. By letter dated November 1, 2011 Gregory D. Vacca, President of the Company, gave notice to QILP that
said marketing agreement (as it may have been amended from time to time to the date hereof) was being terminated by the Company
for cause pursuant to the provisions of the marketing agreement, with said termination effective immediately.


 


On September 13, 2011, QILP filed an application
for a pre-judgment writ of attachment against the Subsidiary’s assets. Following a hearing held on November 15, 2011 the
court granted QILP a provisional remedy of attachment described in a minute order delivered to counsel on November 17, 2011, Representatives
of the Company by conference telephone discussed the amount and nature of the attachment amount and provided a copy of the minute
order to Lender on November 17, 2011. Although the application for writ of attachment was granted, the Company intends vigorously
and aggressively to defend this matter in arbitration and the Company continues to believe that a material loss in this dispute
is not probable. This writ of attachment has not attached to the Borrowers’ assets as of the date of this Agreement, and
shall not attach to the Borrowers’ assets prior to November 22, 2011. The Company has made a contingeny accrual in its financial
statements. Because the matter is in its early stages and is subject to arbitration (and awards made pursuant to which in California
are ordinarily not appealable), no assurance as to the outcome can be given. The Company has previously disclosed to the Lenders
that Jeffrey Mahony, the Company’s Chief Executive Officer and a director of the Company, and Ken Carroll, a director of
the Company, each own 20% of QILP. However, they do not exercise any control over QILP or the maintenance of the QILP Complaint
against the Subsidiary and would not receive any monies from any outcome of the QILP Complaint. Further, Mr. Mahony and Mr. Carroll
shall remit and/or forfeit to Borrowers any funds received from QILP with respect to the foregoing litigation, arbitration, or
mediation, and have assigned or shall assign within thirty (30) days of closing the Financing, their interest in QILP to Borrowers.
Borrowers shall provide satisfactory evidence of the foregoing to Lender within thirty (30) days of closing the Financing. As of
March 28,2012 , QLIP arbitration hearing is scheduled currently on July 10, 2012 and trial is not yet set. Document production
as of yet has not been set. We still believe that this claim is completely baseless as QLIP has not procurred any new client customers
since its entering into agreement with SaveDaily.


 


McGaughy Lawsuit 


 


On September 7, 2011, Melvin McGaughy (“McGaughy”) filed a complaint in United States District
Court, Central District of California entitled “Melvin H. McGaughy, an individual, Melvin H. McGaughy, as Trustee of the
Melvin H. McGaughy Irrevocable Trust; and Patricia G. Ericson, an individual, vs. Harry S. Dent, Jr., an individual” (the
“McGaughy Complaint”) against Harry S. Dent, Jr. (“Mr. Dent”) for breach of personal guaranty, claiming
an amount of $1,027,915.84. The basis of the claim is $75,000 in unpaid principal, plus interest and penalties incurred over approximately
ten (10) years. Mr. Dent is a director of the Company, the chairman of the Board of Directors of the Company and a beneficially
a principal shareholder in the Company. In the McGaughy Complaint, McGaughy alleges that Mr. Dent has failed to make payments under
a guaranty of certain Company indebtedness that Mr. Dent provided to McGaughy on or before February 1, 2006. Neither the Company
nor its subsidiary is a party to the McGaughy Complaint because a lawsuit against the Company is barred by the statute of limitations,
as the Company believes the entire lawsuit should be. A motion to dismiss the McGaughy Complaint was filed by Mr. Dent on October
14, 2011, which motion is scheduled to be heard on November 21, 2011.


 


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 



    	 



    	 



    

 


The Company is currently paying the costs
of the defense of the McGaughy Complaint and the Company may incur further obligations to Mr. Dent in the event of an adverse outcome
or settlement of this matter. The Company believes that there that there are meritorious defenses including but not limited to
Complaint being barred by the statute of limitations. Mr. Dent has indicated that he intends to vigorously defend against the McGaughy
Complaint. However, the matter is in the very early stages of the litigation process and no assurance can be given as to the outcome.


 


The Company is subject to various contingencies,
the resolutions of which, management believes ought not have a material adverse effect on the Company or its operations, and which
are described as follows. For example, a former employee and officer of the Company, who has not been employed by the Company for
approximately 10 or more years, has recently alleged that persons affiliated with the Company have violated his rights to privacy
in providing disclosures to others principally in response to attempted Company share transfers. To the knowledge of the Company,
this individual has not filed any formal complaints or initiated any actions against the Company in any court of law or with any
regulatory agency. The Company believes that the allegations of this individual are wholly without merit. No assurance can be given
that the outcome of the foregoing matter or the outcome of any future actions or proceedings will not have a material adverse effect
on the Company or its operations. As of March 28, 2012 this litigation is set for a settlement hearing to be held on July 5th,
2012. If unsuccessful in settlement a pre trial conference is set to be held on August 20, 2012 and a jury trial set for Sept 4,
2012.


 


ACKNOWLEDGEMENT OF GRANTOR


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT