Unassociated Document


    

      AMENDMENT
        NO. 1 TO ARRANGEMENT AGREEMENT

      


      This
        Amendment No. 1 (this “Amendment”)
        to the
        Arrangement Agreement (the “Arrangement
        Agreement”)
        dated
        March 13, 2007, between 6732097 Canada Inc., Ad.Venture Partners, Inc.
        (“Parent”)
        and
        180 Connect Inc. (the “Company”)
        is
        executed as of July 2, 2007. Capitalized terms used and not otherwise defined
        herein shall have the meanings ascribed thereto in the Arrangement
        Agreement.

      


      In
        connection with: (i) the amendment dated July 2, 2007 to that certain Secured
        Non-Convertible Revolving Note dated July 31, 2006 by and among Laurus Master
        Fund, Ltd. (“Laurus”),
        the
        Company and the other parties thereto to increase the Company’s revolving loan
        facility from $37.0 million to $45.0 million; (ii) the amendment dated July
        2,
        2007 to that certain overadvance letter dated July 31, 2006 by and among
        Laurus,
        the Company and the other parties thereto to extend the maturity of the existing
        $9 million overadvance to the earlier of (y) the closing of the arrangement
        (the
“Arrangement”)
        pursuant to the Arrangement Agreement or (z) 45 days following a no vote
        on the
        Arrangement by Parent’s stockholders (but in no event later than September 30,
        2007); (iii) the Common Stock Purchase Warrant dated July 2, 2007 issued
        by the
        Company granting Laurus the right to purchase up to 1,000,000 common shares
        of
        the Company; (iv) the Letter Agreement dated July 2, 2007 by and between
        the
        Company, Howie Balter and Ilan Slasky regarding compensation of Messrs. Balter
        and Slasky upon the occurrence of certain events described therein; (v) the
        Reaffirmation and Ratification Agreement dated July 2, 2007 executed and
        delivered by the Company and its subsidiaries in favor of Laurus to reaffirm
        and
        ratify the terms and provisions of the Agreements and Amended Documents as
        defined therein and (vi) the Amendment Agreement dated July 2, 2007 by and
        among
        Laurus, the Company and its subsidiaries to, among other things, amend the
        (a)
        Security and Purchase Agreement dated as of July 31, 2006 by and among Laurus,
        the Company and the other parties thereto and (b) Secured Non-Convertible
        Term
        Note by and among Laurus, the Company and the other parties thereto ((i)
        through
        (vi) above collectively referred to as the “Laurus
        Bridge Financing”),
        and
        for other good and valuable consideration, the parties to the Arrangement
        Agreement desire to amend the Arrangement Agreement as follows:

      


      (I)
        The
        definition of “Exchange Ratio” shall be amended to read in its entirety as
        follows:

      


      ““Exchange
        Ratio” shall mean 0.60.”

      


      (II)
        Section 7.4(a) of the Arrangement Agreement shall be deleted in its entirety
        and
        shall have no further force or effect.

      


      (III)
        Exhibit A to the Arrangement Agreement shall be deleted in its entirety and
        shall have no further force or effect.

      


      (IV)
        Parent hereby consents to the Company’s participation in the Laurus Bridge
        Financing and hereby acknowledges and agrees that such action on the part
        of the
        Company shall not constitute a breach of the Company’s covenants set forth in
        Section 5.2(b) of the Arrangement Agreement. The consent and waiver set forth
        in
        this Section IV shall be limited precisely as written, and nothing in this
        Amendment shall be deemed to (i) constitute a waiver of compliance by Parent
        with respect to the provisions of the Arrangement Agreement in any other
        instance or any other term, provision or condition of the Arrangement Agreement
        or any instrument or agreement referred to therein or (ii) prejudice any
        right
        or remedy that Parent may now have or may have in the future under or in
        connection with the Arrangement Agreement or any instrument or agreement
        referred to therein.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (V)
        The
        Company hereby consents to Parent’s entry into the Letter Agreement dated July
        2, 2007 providing for the issuance by Parent to Laurus of 250,000 warrants
        to
        purchase shares of Parent’s Common Stock pursuant to a Warrant Certificate upon
        the closing of the Arrangement and hereby acknowledges and agrees that such
        action on the part of Parent shall not constitute a breach of Parent’s covenants
        set forth in Section 5.3 of the Arrangement Agreement. The consent and waiver
        set forth in this Section V shall be limited precisely as written, and nothing
        in this Amendment shall be deemed to (i) constitute a waiver of compliance
        by
        the Company with respect to the provisions of the Arrangement Agreement in
        any
        other instance or any other term, provision or condition of the Arrangement
        Agreement or any instrument or agreement referred to therein or (ii) prejudice
        any right or remedy that the Company may now have or may have in the future
        under or in connection with the Arrangement Agreement or any instrument or
        agreement referred to therein.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	 	 
	 	Ad.Venture
                Partners, Inc.
	 
 	 
 	 
 
	 	By:  	
                /s/ Howard
                  S. Balter

              
	 	
                
Name:
                Howard S. Balter
	 	Title:
                Chief Executive Officer


      

      
        
          	 	 	 
	 	 	 
	 	By:  	
                  /s/ Ilan
                    M. Slasky

                
	 	
                  
Name:
                  Ilan M. Slasky
	 	Title:
                  President


        

        
           

           

          
            	 	 	 
	 	6732097
                    Canada Inc
	 
 	 
 	 
 
	 	By:  	
                    /s/ Ilan
                      M. Slasky

                  
	 	
                    
Name:
                    Ilan M. Slasky
	 	Title:
                    Chief Executive Officer and President


          

           

           

          
            	 	 	 
	 	180
                    Connect Inc.
	 
 	 
 	 
 
	 	By:  	
                    /s/ Peter
                      Giacalone

                  
	 	
                    
Name:
                    Peter Giacalone
	 	Title:
                    Chief Executive Officer


          

          
            	 	 	 
	 	 	 
	 	By:  	
                    /s/ Steven
                      Westberg

                  
	 	
                    
Name:
                    Steven Westberg
	 	Title:
                    Chief Financial Officer