Unassociated Document


    

      [Ad.Venture
        Partners, Inc. Letterhead]

      


      


      July
        2,
        2007

      


      Laurus
        Master Fund, Ltd.

      c/o
        Laurus Capital Management, LLC

      335
        Madison Avenue, 10th Floor

      New
        York,
        NY 10017

      


      


      Ladies
        and Gentlemen:

      


      In
        consideration of (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”),
        180
        Connect Inc. (“180
        Connect”)
        and the
        other parties thereto to increase 180 Connect’s revolving loan facility from
        $37.0 million to $45.0 million; and (ii) the amendment dated July 2, 2007
        to
        that certain overadvance letter dated July 31, 2006 by and among Laurus,
        180
        Connect 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 that certain Arrangement Agreement dated as of March 13, 2007
        by and
        among 6732097 Canada Inc., Ad.Venture Partners, Inc. (“Ad.Venture”)
        and 180
        Connect or (z) 45 days following a no vote on the Arrangement by Ad.Venture
        stockholders (but in no event later than September 30, 2007), Ad.Venture
        hereby
        agrees, as soon as practicable following the closing of the Arrangement,
        to
        issue to Laurus 250,000 Warrants in the form attached hereto as Exhibit
        A
        (the
“Warrants”).
        The
        parties hereto agree and acknowledge that Ad.Venture will not be required
        to
        issue the Warrants unless and until the Arrangement is consummated. In addition,
        under no circumstances will Ad.Venture be obligated to pay holders of Warrants
        any cash or other consideration or otherwise “net
        cash settle”
        any
        Warrants. The Warrants will be issued in a private placement and will be
        “restricted securities” within the meaning of the Securities Act of 1933. All
        such Warrants and the shares of common stock underlying such Warrants shall
        be
        subject to a lock-up period of one year.

      


      [Signature
        page follows]

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                Sincerely,

                


                


                     
                  /s/ Ilan Slasky       
      

                Ilan
                  Slasky

                President

              


      

       

      Acknowledged
        and agreed by:

      


      


      Laurus
        Master Fund, Ltd.

      


      


      By:     
        /s/
        Eugene Grin                

      Name:

      Title:
        

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit
        A

      


      Form
        of Warrant

      


      THIS
        WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED
        FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
        REQUIRED.

      


       

      WARRANT
        CERTIFICATE

       

      Warrant
        Certificate evidencing

       

      Warrants to Purchase

       

      Common
        Stock,
        par
        value
$.0001

       

      As described herein.

       

      Ad.Venture
        Partners, Inc.

       

       

      
        	No. ___________	 	CUSIP
                No. _____________


      

       

      
        	
                VOID
                  AFTER 5:00 P.M., NEW YORK TIME, 

                
                  ON
                    _______ __, 2___, OR UPON EARLIER
                    REDEMPTION

                

              


      

       

      This
        certifies that Laurus Master Fund, Ltd. (“Laurus”)
        or
        registered assigns is the registered holder of 250,000 warrants to purchase
        certain securities (each a “Warrant”).
        Each
        Warrant entitles the holder thereof, subject to the provisions contained
        herein,
        to purchase from Ad.Venture Partners, Inc., a Delaware corporation (the
“Company”),
        one
        share of the Company’s Common Stock (each, a “Share”),
        at
        the Exercise Price set forth below. The exercise price of each Warrant (the
        “Exercise
        Price”)
        shall
        be equal to the closing price of the Company’s Common Stock quoted on the OTC
        Bulletin Board on the date of the closing of the arrangement (the “Arrangement”)
        pursuant to that certain Arrangement Agreement dated as of March 13, 2007
        by and
        among the Company, 6732097 Canada Inc., and 180 Connect Inc. 

       

      Each
        Warrant evidenced hereby may be exercised at any time, as specified herein,
        on
        any Business Day (as defined below) on or prior to the fifth anniversary
        of the
        closing of the Arrangement (the “Expiration
        Date”).
        Each
        Warrant remaining unexercised after 5:00 P.M., New York time, on the
        Expiration Date shall become void, and all rights of the holder of this Warrant
        Certificate evidencing such Warrant shall cease.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      In
        no
        event will the Company be obligated to pay holders of Warrants any cash or
        other
        consideration or otherwise “net
        cash settle”
        any
        Warrants. 

       

      The
        holder of the Warrants represented by this Warrant Certificate may exercise
        any
        Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York
        time, on any Business Day on or prior to the Expiration Date (the “Exercise
        Date”)
        to the
        Company, (i) this Warrant Certificate, (ii) an election to purchase
        (“Election
        to Purchase”),
        properly executed by the holder hereof on the reverse of this Warrant
        Certificate, and substantially in the form included on the reverse of hereof
        and
        (iii) the Exercise Price for each Warrant to be exercised in lawful money
        of the United States of America by certified or official bank check or by
        bank
        wire transfer in immediately available funds. If any of (a) this Warrant
        Certificate, (b) the Election to Purchase, or (c) the Exercise Price therefor,
        is received by the Company after 5:00 P.M., New York time, on the specified
        Exercise Date, the Warrants will be deemed to be received and exercised on
        the
        Business Day next succeeding the Exercise Date. If the date specified as
        the
        Exercise Date is not a Business Day, the Warrants will be deemed to be received
        and exercised on the next succeeding day which is a Business Day. If the
        Warrants to be exercised are received or deemed to be received after the
        Expiration Date, the exercise thereof will be null and void and any funds
        delivered to the Company will be returned to the holder as soon as practicable.
        In no event will interest accrue on funds deposited with the Company in respect
        of an exercise or attempted exercise of Warrants. 

       

      As
        used
        herein, the term “Business
        Day”
means
        any day that is not a Saturday or Sunday and is not a United States federal
        holiday or a day on which banking institutions generally are authorized or
        obligated by law or regulation to close in New York.

       

      Warrants
        may be exercised only in whole numbers of Warrants. No fractional shares
        of
        Common Stock are to be issued upon the exercise of this Warrant, but rather
        the
        number of shares of Common Stock to be issued shall be rounded up to the
        nearest
        whole number. If fewer than all of the Warrants evidenced by this Warrant
        Certificate are exercised, a new Warrant Certificate for the number of Warrants
        remaining unexercised shall be executed by the Company and delivered to the
        holder of this Warrant Certificate at the address specified on the books
        of the
        Company or as otherwise specified by such Registered Holder.

       

      Laurus
        hereby agrees that Laurus shall not sell, transfer, make any short sale of,
        grant any option for the purchase of, or enter into any hedging or similar
        transaction with the same economic effect as a sale, the Warrants or the
        Shares
        issuable upon exercise of the Warrants until the first anniversary of the
        closing of the Arrangement.

       

      The
        accrual of dividends, if any, on the Shares issued upon the valid exercise
        of
        any Warrant will be governed by the terms generally applicable to such Shares.
        From and after the issuance of such Shares, the former holder of the Warrants
        exercised will be entitled to the benefits generally available to other holders
        of Shares and such former holder’s right to receive payments of dividends and
        any other amounts payable in respect of the Shares shall be governed by,
        and
        shall be subject to, the terms and provisions generally applicable to such
        Shares.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      The
        Exercise Price and the number of Shares purchasable upon the exercise of
        each
        Warrant shall be subject to adjustment as follows: (1) if after the date
        hereof,
        and otherwise subject to the terms of this Warrant Certificate, the number
        of
        outstanding shares of Common Stock is increased by a stock dividend payable
        in
        shares of Common Stock, or by a split-up of shares of Common Stock, or other
        similar event, then, on the effective date of such stock dividend, split-up
        or
        similar event, the number of shares of Common Stock issuable on exercise
        of each
        Warrant shall be increased in proportion to such increase in outstanding
        shares
        of Common Stock; and (2) if after the date hereof, and otherwise subject
        to the
        terms of this Warrant Certificate, the number of outstanding shares of Common
        Stock is decreased by a consolidation, combination, reverse stock split or
        reclassification of shares of Common Stock or other similar event, then,
        on the
        effective date of such consolidation, combination, reverse stock split,
        reclassification or similar event, the number of shares of Common Stock issuable
        on exercise of each Warrant shall be decreased in proportion to such decrease
        in
        outstanding shares of Common Stock. Whenever the number of shares of Common
        Stock purchasable upon the exercise of the Warrants is adjusted, as provided
        in
        items (1) and (2) above, the Exercise
        Price
        shall be adjusted (to the nearest cent) by multiplying such Exercise Price
        immediately prior to such adjustment by a fraction (x) the numerator of which
        shall be the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants immediately prior to such adjustment, and (y) the denominator
        of
        which shall be the number of shares of Common Stock so purchasable immediately
        thereafter. Upon the occurrence of any event specified in this paragraph,
        the
        Company shall give written notice to the Warrant holder, at the last address
        set
        forth for such holder in the warrant register, of the record date or the
        effective date of the event. Failure to give such notice, or any defect therein,
        shall not affect the legality or validity of such event. 

       

      Upon
        due
        presentment for registration of transfer or exchange of this Warrant Certificate
        the Company shall execute, in the name of the designated transferee one or
        more
        new Warrant Certificates of any authorized denomination evidencing in the
        aggregate a like number of unexercised Warrants.

       

      Neither
        this Warrant Certificate nor the Warrants evidenced hereby shall entitle
        the
        holder hereof or thereof to any of the rights of a holder of the Shares,
        including, without limitation, the right to receive dividends, if any, or
        payments upon the liquidation, dissolution or winding up of the Company or
        to
        exercise voting rights, if any.

       

      The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this Warrant
        Certificate.

       

      This
        Warrant Certificate may not be amended without the consent of the holder
        of this
        Warrant Certificate or the Warrants evidenced thereby.

       

      The
        Warrants have been issued in a private placement and are “restricted securities”
within the meaning of the Securities Act of 1933. 

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      THIS
        WARRANT CERTIFICATE AND ALL RIGHTS
        HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
        WITH
        THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE
        PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
        REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES
        OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
        JURISDICTION.

       

      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.

       

      Dated
        as
        of ________ __, 2007

      


      


      
        	 	
                Ad.Venture
                  Partners, Inc.

                


                


                By:
                  ________________________

                Howard
                  S. Balter, Chief Executive Officer

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      [REVERSE]

       

      Instructions
        for Exercise of Warrant

       

      To
        exercise the Warrants evidenced hereby, the holder must, by 5:00 P.M., New
        York time, on the specified Exercise Date, deliver to the Company, a certified
        or official bank check or a wire transfer in immediately available funds,
        in
        each case payable to the Company, in an amount equal to the Exercise Price
        in
        full for the Warrants exercised. In addition, the Warrant holder must provide
        the information required below and deliver this Warrant Certificate to the
        Company at the address set forth below. The Warrant Certificate and this
        Election to Purchase must be received by the Company by 5:00 P.M., New York
        time, on the specified Exercise Date.

       

      ELECTION
        TO PURCHASE

      TO
        BE
        EXECUTED IF WARRANT HOLDER DESIRES

      TO
        EXERCISE THE WARRANTS EVIDENCED HEREBY

      


      The
        undersigned hereby irrevocably elects to exercise, on __________, ____ (the
        “Exercise
        Date”),
        _____________ Warrants, evidenced by this Warrant Certificate, to purchase,
        _________________ of the shares of Common Stock (each, a “Share”)
        of
        Ad.Venture Partners, Inc., a Delaware corporation (the “Company”),
        and
        represents that on or before the Exercise Date such holder has tendered payment
        for such Shares by certified or official bank check or bank wire transfer
        in
        immediately available funds to the order of the Company, in the amount of
        $_____________ in accordance with the terms hereof. The undersigned requests
        that said number of Shares be in fully registered form, registered in such
        names
        and delivered, all as specified in accordance with the instructions set forth
        below.

       

      If
        said
        number of Shares is less than all of the Shares purchasable hereunder, the
        undersigned requests that a new Warrant Certificate evidencing the remaining
        balance of the Warrants evidenced hereby be issued and delivered to the holder
        of the Warrant Certificate unless otherwise specified in the instructions
        below.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Dated:
        ______________ __, ____

       

      Name__________________________

       

      
        
          	
                   _________________ 

                  / 
                    /  /  / - /  /  /- /  /  /  /  
                    /

                  (Insert
                    Social Security

                  or
                    Other Identifying

                  Number
                    of Holder)

                	
                  (Please
                    Print)

                   

                   

                  Address_______________________________

                   

                                
                    _______________________________

                


        

      

       

      Signature_____________________

       

      This
        Warrant may only be exercised by presentation to the Company at one of the
        following locations:

       

      By
        hand
        at:

      


       

      By
        mail
        at:

      


      


      The
        method of delivery of this Warrant Certificate is at the option and risk
        of the
        exercising holder and the delivery of this Warrant Certificate will be deemed
        to
        be made only when actually received by the Company.
        If
        delivery is by mail, registered mail with return receipt requested, properly
        insured, is recommended. In all cases, sufficient time should be allowed
        to
        assure timely delivery.

       

      (Instructions
        as to form and delivery of Shares and/or Warrant Certificates)

       

       

       

      
        	
                Name
                  in which Shares

                are
                  to be registered if other than

                in
                  the name of the registered holder

                of
                  this Warrant Certificate:

              	 	   	 
	 	 	 	 
	
                Address
                  to which Shares

                are
                  to be mailed if other than to the 

                address
                  of the registered holder of 

                this
                  Warrant Certificate as shown on 

                the
                  books of the Company:

              	 	   	 
	 	 	 (Street Address)	 
	 	 	 	 
	 	 	   
                	 
	 	 	 (City and State) (Zip Code) 	 
	 	 	 	 
	
                Name
                  in which Warrant Certificate

                evidencing
                  unexercised Warrants, if any,

                are
                  to be registered if other than in the

                name
                  of the registered holder of this

                Warrant
                  Certificate:

              	 	   
                	 
	
              	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

         

         

         

        
          	
                  
                    
                      Address
                        to which certificate representing

                      unexercised
                        Warrants, if any, are to be

                      mailed
                        if other than to the address of 

                      the
                        registered holder of this Warrant 

                      Certificate
                        as shown on the books of 

                      the
                        Company:

                    

                  

                	 	   	 
	 	 	 (Street Address)	 
	 	 	 	 
	 	 	   
                  	 
	 	 	 (City and State) (Zip Code) 	 
	 	 	 	 
	 	 	Dated: 	 
	 	 	 	 
	
                   

                	 	   
                  	 
	
                	 	Signature	 
	
                   

                	 	 	 
	 	 	Signature must
                  conform in
                  all respects to the name of the holder as specified on the face
                  of this
                  Warrant Certificate. If Shares, or a Warrant Certificate evidencing
                  unexercised Warrants, are to be issued in a name other than that
                  of the
                  registered holder hereof or are to be delivered to an address other
                  than
                  the address of such holder as shown on the books of the Company,
                  the above signature must be guaranteed by a an Eligible Guarantor
                  Institution (as that term is defined in Rule 17Ad-15 of the Securities
                  Exchange Act of 1934, as
                  amended).


        

      

       

      SIGNATURE
        GUARANTEE

      Name
        of
        Firm _________________________________

      Address 
        ____________________________________

      Area
        Code

         
        and Number ________________________________

      Authorized

         
        Signature __________________________________

      Name
        _______________________________________

      Title
        ________________________________________

      Dated:
        ______________________________, 200_____

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ASSIGNMENT

       

      (FORM
        OF
        ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

      DESIRES
        TO TRANSFER WARRANTS EVIDENCED HEREBY)

      


      FOR
        VALUE
        RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S)
        UNTO ________________________  

      
        
          	   	   	  

	  	 	   
                  
	
                  (Please print name and address

                  including zip code of assignee)

                	 	
                  (Please
                    insert social security or

                  other
                    identifying number of assignee)

                
	 	 	 


        

      

      the
        rights represented by the within Warrant Certificate and does hereby irrevocably
        constitute and appoint ____________ Attorney to transfer said Warrant
        Certificate on the books of the Company with full power of substitution in
        the
        premises.

       

      
        
          	
                  Dated:

                	 	    

	
                	 	
                  Signature

                
	
                   

                	 	 	 
	 	 	(Signature
                  must conform in all respects to the name of the holder as specified
                  on the
                  face of this Warrant Certificate and must bear a signature guarantee
                  by an
                  Eligible Guarantor Institution (as that term is defined in Rule
                  17Ad-15 of
                  the Securities Exchange Act of 1934, as
                  amended).


        

         

        SIGNATURE
          GUARANTEE

        Name
          of
          Firm _________________________________

        Address 
          ____________________________________

        Area
          Code

           
          and Number ________________________________

        Authorized

           
          Signature __________________________________

        Name
          _______________________________________

        Title
          ________________________________________

        Dated:
          ______________________________, 200_____