AMENDMENT
      AGREEMENT

     

    THIS
      AMENDMENT AGREEMENT (this “Amendment”)
      is
      entered into as of July 2, 2007 by and among Laurus Master Fund, Ltd.
      (“Laurus”),
      180
      Connect Inc., a Nevada corporation (“180
      Connect US”),
      and
      each party listed on the signature pages thereto other than 180 Connect US,
      each
      guarantor party and Laurus (together with 180 Connect US, each a “Company”
and
      collectively, “Companies”).

     

    BACKGROUND

     

    Companies
      and Laurus are parties to that certain (a) Security and Purchase Agreement
      dated
      as of July 31, 2006 (as amended, restated, modified and/or supplemented from
      time to time, the “Security
      Agreement”),
      (b)
      Secured Non-Convertible Term Note (as defined in the Security Agreement) and
      (c)
      Overadvance Letter dated July 31, 2006 (as amended, restated, modified and/or
      supplemented from time to time, the “Overadvance
      Letter”).
      

     

    The
      Companies have requested that Laurus amend the Security Agreement, the Secured
      Non-Convertible Term Note and the Overadvance Letter and Laurus is willing
      to do
      so on the terms and conditions hereafter set forth.

     

    NOW,
      THEREFORE, in consideration of the agreements set forth herein, and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    1. Definitions.
      All
      capitalized terms not otherwise defined herein shall have the meanings given
      to
      them in the Security Agreement.

     

    2. Amendments
      to Security Agreement.
      Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, the
      Security Agreement is hereby amended as follows:

     

    (a) A
      new
      subsection (v) is inserted in Section 5(b) of the Security Agreement immediately
      following subsection (iv) thereof to provide as follows:

     

    “(v) On
      the
      Expiration Date, the Companies shall, jointly and severally, pay to Laurus
      a fee
      in the amount of $1,400,000 in immediately available funds which fee shall
      be
      fully earned as of the First Amendment Date and shall not be subject to
      reduction, rebate or proration whatsoever.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      notice information for Laurus set forth in Section 29 of the Security Agreement
      is hereby amended in its entirety to provide as follows:

    

      
        	
                “If
                  to Laurus:

              	 	
                Laurus
                  Master Fund, Ltd.

              
	 	 	
                c/o
                  Laurus Capital Management, L.L.C.

              
	 	 	
                335
                  Madison Avenue, 10th Floor

              
	 	 	
                New
                  York, New York 10017

              
	 	 	
                Attention:
                  Portfolio Services.

              
	 	 	
                Telephone:
                  (212) 541-5800

              
	 	 	
                Facsimile:
                  (212) 541-4434

              
	 	 	 
	
                With
                  a copy to: 

              	 	
                Loeb
                  & Loeb LLP

              
	 	 	
                345
                  Park Avenue

              
	 	 	
                New
                  York, New York 10154

              
	 	 	
                Attention:
                  Scott J. Giordano, Esq.

              
	 	 	
                Telephone:
                  (212) 407-4000

              
	 	 	
                Facsimile:
                  (212) 407-4990”

              


      

    

     

    (c) The
      following definitions in Annex
      A
      to the
      Security Agreement are hereby amended in their entirety to provide as
      follows:

     

    “Capital
      Availability Amount”
means
      (a) during the period commencing on the First Amendment Date and ending on
      the
      Expiration Date, $45,000,000 and (b) at all other times,
      $37,000,000.

     

    “Secured
      Non-Convertible Revolving Note”
means
      that certain Amended and Restated Secured Non-Convertible Revolving Note
      effective as of the Closing Date and amended and restated as of the First
      Amendment Date made by the Companies in favor of Laurus in the original face
      amount of Forty-Five Million Dollars ($45,000,000), as the same may be amended,
      supplemented, restated and/or otherwise modified from time to time.

     

    “Total
      Investment Amount”
means
      the sum of (a) $20,000,000, plus (b) the Capital Availability
      Amount.

     

    (d) The
      following definitions are hereby added to Annex
      A
      to the
      Security Agreement in their appropriate alphabetical order:

     

    “AVP”
means
      Ad.Venture Partners, Inc., a Delaware corporation.

     

    “AVP
      Merger”
means
      the merger of 180 Connect Inc. (CN) with and into AVP with AVP being the
      surviving company thereof which merger shall be in compliance with all
      applicable securities laws.

     

    “Capital
      Raising Transaction”
means
      (a) any issuance of subordinated and/or unsecured debt or equity securities
      (including, without limitation, any shares of capital stock, securities
      convertible in to or exchangeable for shares of capital stock, or warrants,
      options or other rights for the purchase or acquisition of such shares, and
      other ownership or profit interests (including, without limitation, partnership,
      member or trust interest therein), whether voting or nonvoting) of 180 Connect
      Inc. (CN) or any of its Subsidiaries including, without limitation, the
      Companies and (b) any exercise of outstanding warrants and/or options of 180
      Connect Inc. (CN).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Expiration
      Date”
means
      the earlier of (a) the date the AVP Merger is consummated, (b) forty-five (45)
      days following the date the shareholders of AVP vote against approving the
      AVP
      Merger but in no event not later than September 30, 2007, (c) September 30,
      2007
      if the AVP Merger is not consummated on or before August 31, 2007 and (d) the
      date a Capital Raising Transaction is consummated.

     

    “First
      Amendment Date”
means
      July 2, 2007.

     

    3. Amendment
      to Secured Non-Convertible Term Note.
      Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, the
      Secured Non-Convertible Term Note is hereby amended by inserting a new Section
      1.4 immediately following Section 1.3 thereof to provide as
      follows:

     

    “1.4 Mandatory
      Prepayment.
      Upon
      the consummation of the AVP Merger or a Capital Raising Transaction, the
      Companies shall immediately make a principal prepayment of this Note, without
      any premium or penalty, in an amount not less than $5,000,000 together with
      any
      accrued and unpaid interest thereon.”

     

    4. Amendment
      to Overadvance Letter.
      Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, the
      Overadvance Letter is hereby amended by amending the first sentence of the
      second paragraph thereof in its entirety to provide as follows:

     

    “For
      the
      period beginning on the date hereof and ending on the Expiration Date (the
      “Period”),
      in
      order to assist the Companies to fund certain working capital obligations,
      Laurus is hereby notifying you pursuant to Section 2(a)(iii) of the Security
      Agreement that it will, subject to the terms and conditions contained herein,
      make Loans to the Companies from time to time in excess of the Formula Amount
      (each such Loan, a “Working
      Capital Overadvance”)
      in a
      maximum aggregate principal amount for all such Working Capital Overadvances
      not
      to exceed Nine Million Dollars ($9,000,000) outstanding at any
      time.”

     

    5. Conditions
      of Effectiveness.
      This
      Amendment shall become effective upon satisfaction of the following conditions
      precedent: Laurus shall have received (a) a management fee for the benefit
      of
      Laurus Capital Management, LLC in the amount of $200,000 which fee shall be
      charged to the Companies’ account as a Revolving Loan, be fully earned as of the
      date hereof and shall not be subject to reduction, rebate or proration
      whatsoever, (b) a copy of this Amendment executed by Companies and consented
      and
      agreed to by each Person guaranteeing the Obligations and (c) all such other
      warrants, certificates, instruments, documents, agreements and opinions of
      counsel as may be required by Laurus or its counsel, each of which shall be
      in
      form and substance satisfactory to Laurus and its counsel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Representations
      and Warranties of each Company.
      Each
      Company hereby represents and warrants as follows:

     

    (a) This
      Amendment, the Security Agreement and the Ancillary Agreements, as amended
      hereby, constitute legal, valid and binding obligations of Companies and are
      enforceable against Companies in accordance with their respective
      terms.

     

    (b) Upon
      the
      effectiveness of this Amendment, each Company hereby reaffirms all covenants,
      representations and warranties made in the Security Agreement and each Ancillary
      Agreement, as applicable, to the extent the same are not amended hereby and
      agree that all such covenants, representations and warranties shall be deemed
      to
      have been remade as of the effective date of this Amendment except for those
      representations and warranties that expressly relate to an earlier date, which
      representations and warranties were true and correct on and as of such earlier
      date.

     

    (c) No
      Event
      of Default or Default has occurred and is continuing or would exist after giving
      effect to this Amendment.

     

    (d) No
      Company has any defense, counterclaim or offset with respect to the Security
      Agreement or any Ancillary Agreement.

     

    7. Representations
      and Warranties of Laurus.
      Laurus
      hereby reaffirms all covenants, representations and warranties made by Laurus
      in
      the Security to the extent the same are not amended hereby and agrees that
      all
      such representations and warranties shall be deemed to have been remade as
      of
      the effective date of this Amendment except for those representations and
      warranties that expressly relate to an earlier date, which representations
      and
      warranties were true and correct on and as of such earlier date.

     

    8. Effect
      on the Security Agreement and the Ancillary Agreements.

     

    (a) Upon
      the
      effectiveness of this Amendment, each reference in the Security Agreement or
      any
      Ancillary Agreement to “this Agreement,” “this Note,” “hereunder,” “hereof,”
“herein” or words of like import shall mean and be a reference to the Security
      Agreement or such Ancillary Agreement, as applicable, as amended
      hereby.

     

    (b) Except
      as
      specifically amended herein, the Security Agreement and each Ancillary Agreement
      shall remain in full force and effect and are hereby ratified and confirmed.
      The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of any right, power or remedy of Laurus, nor constitute a waiver of
      any
      provision of the Security Agreement or any Ancillary Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9. Governing
      Law.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns and shall be governed by and
      construed in accordance with the laws of the State of New York.

     

    10. Headings.
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purpose.

     

    11. Counterparts;
      Facsimile.
      This
      Amendment may be executed by the parties hereto in one or more counterparts,
      each of which shall be deemed an original and all of which when taken together
      shall constitute one and the same agreement. Any signature delivered by a party
      by facsimile or electronic transmission shall be deemed to be an original
      signature hereto.

     

    [Signature
      Pages to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
      first written above.

     

    
      	 	 	 
	 	180 CONNECT INC., a Nevada
              corporation
	 
 	 
 	 
 
	
            	By:  	/s/ Peter
              Giacalone
	 	
              
Name:
              Title:

            


    

     

    
      
        	 	 	 
	 	
                MOUNTAIN
                  CENTER, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/ Peter
                Giacalone
	 	
                
Name:
                Title:

              


      

       

    

    
      
        
          	 	 	 
	 	
                  JJ&V
                    COMMUNICATIONS, INC.

                
	 
 	 
 	 
 
	
                	By:  	/s/ 
Peter
                  Giacalone
	 	
                  
Name:
                  Title:

                


        

        
           

          
            
              
                	 	 	 
	 	
                        TUMBLEWEED
                          HS INC.

                      
	 
 	 
 	 
 
	
                      	By:  	/s/
                        Peter Giacalone
	 	
                        
Name:
                        Title:

                      


              

              
                
                   

                  
                    
                      
                        	 	 	 
	 	
                                PIEDMONT
                                  TELECOMMUNICATIONS, INC.

                              
	 
 	 
 	 
 
	
                              	By:  	/s/
                                Peter Giacalone
	 	
                                
Name:
                                Title:

                              


                      

                      
                        
                           

                          
                            
                              
                                	 	 	 
	 	
                                        180
                                          DIGITAL INTERIORS, INC.

                                      
	 
 	 
 	 
 
	
                                      	By:  	/s/
                                        Peter Giacalone
	 	
                                        
Name:
                                        Title:

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	 	 	 
	 	HD COMPLETE, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Peter Giacalone
	 	
              
Name:
              Title:

            


    

     

    
      
        	 	 	 
	 	IRONWOOD COMMUNICATIONS INC.
	 
 	 
 	 
 
	
              	By:  	/s/
                Peter Giacalone
	 	
                
Name:
                Title:

              


      

       

      
        	 	 	 
	 	
                QUEENS
                  CABLE CONTRACTORS, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/ 
Peter
                Giacalone
	 	
                
Name:
                Title:

              


      

    

     

    
      	 	 	 
	 	LAURUS MASTER FUND, LTD.
	 
 	 
 	 
 
	
            	By:  	/s/ 
Eugene
              Grin
	 	
              
Name:
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Each
              of the undersigned hereby (i) acknowledges this Amendment and
              (ii) confirms and agrees that its obligations under the Guaranty or
              Canadian Guaranty, as applicable, shall continue without any diminution
              thereof and shall remain in full force and effect on and after the
              effectiveness of this Amendment.   
	 	 	 	 
	ACKNOWLEDGED,
              CONSENTED and AGREED to as of the date first written above.
	 	 	 	 
	
              180
                CONNECT INC., a corporation established under the laws of
                Canada

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:
              /s/
              Peter Giacalone	 	 	
            
	
              
                

              

              Name:

              Title:

            	 	 	
            
	
            	 	 	
            
	WIRECOMM SYSTEMS INC. 	 	 	 
	 	 	 	 
	 	 	 	 
	 By: /s/
              Peter Giacalone	 	 	 
	
              
                

              

              Name:

              Title:

            	 	 	 
	 	 	 	 
	 	 	 	 
	WIRECOMM
              AMERICA, INC. 	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:
                /s/ Steven Westberg

            	 	 	 
	
              
                

              

              Name:

              Title: