EXHIBIT
      10.1

    


    LOAN
      AGREEMENT

     

    THIS
      LOAN
      AGREEMENT (“Agreement”)
      is
      entered into effective as of the 15th day of July, 2008 (the “Effective
      Date”),
      by
      and between CARL PAGE (“Lender”)
      and
      ZVUE CORPORATION (“Borrower”).
      The
      parties refer to the following facts:

     

    RECITALS

     

    A. Borrower
      is engaged in the business of, among other things, designing, manufacturing,
      distributing and selling hand-held electronic music players, as set forth on
      Schedule
      1
      attached
      hereto and incorporated herein, which Schedule may be amended from time to
      time
      by Lender and Borrower for any products in all its forms that are the subject
      of
      an Approved Purchase Order defined below (collectively, the “Products”).
      

     

    B. The
      manufacturing of the Products is sub-contracted by Borrower to one or more
      overseas manufacturers (individually or collectively the “Manufacturer”).

     

    C. Borrower
      sells the manufactured Products wholesale to retailers including but not limited
      to Walmart, pursuant to purchase orders issued to Borrower by the Retailer
      (the
“Purchase
      Orders”).

     

    D. Buyer
      desires to obtain from Lender and Lender desires to provide to Borrower a credit
      facility in the aggregate principal amount of $1,000,000 (the “Loan”)
      to be
      evidenced by that certain Secured Promissory Note dated as of the date hereof
      made by Borrower in favor of Lender in the aggregate principal amount of
      $1,000,000 in the form of Exhibit A attached hereto and incorporated herein(as
      the same may from time to time be amended, modified or supplemented or restated,
      the “Secured
      Promissory Note”),
      secured against the Collateral (“Collateral”)
      as
      defined in that certain Security Agreement dated as of even date herewith made
      by Borrower in favor of Lender in the form of Exhibit B attached hereto and
      incorporated herein (as the same may from time to time be amended, modified
      or
      supplemented or restated, the “Security
      Agreement”),
      from
      which Borrower may draw advances against Purchase Orders to finance the
      development and manufacturing of the Products, in accordance with the terms
      and
      conditions set forth in this Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained, and for other good and valuable consideration, the parties hereto
      agree as follows:

     

    
      	
              1.

            	
              LOAN.

            


    

     

    1.1 Loan.
      Subject
      to the terms and conditions contained herein and in the other documents,
      instruments and agreements executed in connection with the Loan, including
      but
      not limited to this Agreement, the Secured Promissory Note and the Security
      Agreement, the Subordination Agreement, any Warrant issued to Lender by Borrower
      in connection with the Loan, and all UCC Financing Statements (collectively
      the
“Loan
      Documents”),
      Lender agrees to make advances (“Advances”)
      in an
      aggregate principal amount of $1,000,000 (the “Credit
      Limit”)
      from
      time to time to Borrower from the date hereof to and not including the
      Termination Date for the purpose of financing the development and manufacturing
      of the Products. Subject to the terms hereof, Borrower shall have the right
      to
      obtain Advances up to the Credit Limit. Advances borrowed under this Agreement
      may be repaid but not reborrowed. The outstanding principal balance of the
      Loan,
      plus all accrued unpaid interest thereon, plus all Transaction Fees (defined
      below) and other Obligations (defined below) shall be due and payable on the
      earlier to occur of (i) September 30, 2008 or (ii) when the Loan is accelerated
      pursuant to Section 6.2 (the “Maturity
      Date”);
      provided,
      however,
      that in
      the event the term of this Agreement is renewed pursuant to Section 1.8, below,
      the Maturity Date shall be extended accordingly. “Obligations”
means
      Borrower’s obligation to repay to Lender the Loan and all Advances (whether or
      not evidenced by any note), together with all principal, interest, Transaction
      Fees, other fees, costs, professional fees and expenses, or other liabilities
      or
      obligations for monetary amounts owed by Borrower to Lender however arising,
      including the indemnity and insurance obligations, and including such amounts
      as
      may accrue or be incurred before or after default or workout or the commencement
      of any liquidation, dissolution, bankruptcy, receivership or reorganization
      by
      or against Borrower, whether due or to become due, matured or unmatured,
      liquidated or unliquidated, contingent or non-contingent, and all covenants
      and
      duties of any kind or nature, present or future, in each case, arising under
      this Agreement, the Secured Promissory Note, the Security Agreement or any
      of
      the other Loan Documents, as the same may from time to time be amended,
      modified, supplemented or restated, whether or not such obligations are
      partially or fully secured by the value of Collateral, and any future
      indebtedness incurred by Borrower to Lender.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2 Advances.
      Advances
      will be made upon presentation by Borrower to Lender and acceptance by Lender
      of
      bona fide Purchase Orders issued to Borrower by Walmart (together with any
      other
      Retailer specifically approved in writing by Lender, the “Retailer”),
      with
      selling terms not to exceed net forty-five (45) days after shipment and other
      terms and conditions acceptable to Lender (an “Approved
      Purchase Order”).
      Borrower shall update Schedule
      1
      attached
      hereto to list any Products subject of an Approved Purchase Order prior to
      the
      date of the associated Advance. Advances will be made in amounts not to exceed
      seventy-five percent (75%) of the aggregate dollar amount of the Approved
      Purchase Orders presented; provided,
      however,
      that
      any requested Advance will not, when added to the outstanding balance of all
      previous Advances, exceed the Credit Limit. Subject to the provisions of this
      Section 1.2 and Section 2.1, below, upon acceptance of the Approved Purchase
      Orders by Borrower, Lender shall promptly advance the funds requested by
      Borrower in accordance with such wiring, direct deposit or other instructions
      as
      may be provided by Borrower. As of the Effective Date of this Agreement, Lender
      has already accepted the Approved Purchase Orders for the Products listed in
      Schedule
      1
      attached
      hereto, copies of which have been provided to Lender. Lender will make Advances
      against these Purchase Orders according to the following schedule, with no
      other
      Advances required that relate to these Purchase Orders:

     

    
      	
              Advance
                #1 to Borrower on Effective Date:

            	
              $250,000.00

            
	
              Advance
                #2 to Borrower on July 15, 2008:

            	
              $250,000.00

            
	
              Advance
                #3 to Borrower on July 21, 2008:

            	
              $250,000.00

            


    


    
      
         

      

      
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    1.3 Loan
      Documents.
      In
      connection herewith, Borrower shall execute and deliver to Lender the Loan
      Documents. All Advances shall become part of the outstanding principal balance
      of the Secured Promissory Note. 

     

    1.4 Interest.
      All
      Advances shall bear interest from the date the Advance is made until paid in
      full at the prime rate published in the Wall Street Journal Western Edition
      on
      the date the Advance is made plus seven percent (the “Interest”),
      based
      on a year consisting of 360 days, with interest computed daily based on the
      actual number of days in each month.

     

    1.5 Transaction
      Fee.
      In
      addition to Interest, there shall be assessed on each Advance a transaction
      fee
      equal to one percent of the amount of the Advance (the “Transaction
      Fee”),
      which
      shall be secured pursuant to the terms of the Security Agreement. The
      Transaction Fee shall be non-refundable to Borrower and shall not be offset
      against any payments due under the Secured Promissory Note.

     

    1.6 Payment.
      Borrower
      may from time to time prepay all or part of the outstanding principal balance
      of
      the Loan. If for any reason the aggregate principal amount of the Loan
      outstanding at any time shall exceed the Credit Limit, Borrower, shall
      immediately make a principal payment to Lender in an amount equal to such excess
      plus accrued and unpaid interest thereon. All proceeds from the sale of the
      Products shall be deposited by Retailer and Borrower to the Remittance Account
      described in Section 1.7 below and shall be applied by Lender as set forth
      in
      Section 3 of the Security Agreement to repay all Obligations. Notwithstanding
      the foregoing to the contrary, the entire unpaid principal balance of the Loan,
      together with all accrued and unpaid interest thereon, plus all Transaction
      Fees
      and other Obligations associated therewith, shall be due and payable on or
      before the Maturity Date. 

     

    1.7 Remittance
      Account.
      Borrower
      shall and Borrower shall instruct Retailer to deposit all proceeds from the
      sale
      of the Products to a remittance account (the “Remittance
      Account”)
      identified by Lender and controlled by Lender. Funds in the Remittance Account
      shall be applied to the payment of the Obligations in accordance with Section
      3
      of the Security Agreement.

     

    1.8 Term
      of Agreement.
      This
      Agreement shall terminate on September 30, 2008 (the “Termination
      Date”);
      provided,
      however,
      that
      Borrower may give written notice to Lender no later than thirty (30) days prior
      to the Termination Date, and subject to Lender’s approval, the term of this
      Agreement shall be renewed for a one-month period, and the Termination Date
      shall be extended accordingly.

     

    
      	
              2.

            	
              ADVANCES

            


    

     

    2.1 Conditions
      Precedent to Advances.
      Lender
      shall have no obligation to make any Advance until the conditions set forth
      in
      the following subparagraphs and elsewhere in this Agreement have been satisfied
      at the expense of Borrower, or waived by Lender:

     

    (a) Delivery
      of Loan Documents.
      Borrower
      shall have delivered to Lender the Loan Documents, each duly executed by
      Borrower, and such other documents, instruments, financing statements,
      certificates and agreements as Lender may reasonably request;


    
      
         

      

      
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    (b) Board
      Approval.
      Borrower
      shall have delivered to Lender, in form and substance satisfactory to Lender,
      copies of resolutions of Borrower’s board of directors authorizing Borrower to
      execute, deliver, honor and perform the Loan Documents and to grant a
      first-priority security interest in the Collateral as provided in the Security
      Agreement and certifying the names and signatures of the officers of Borrower
      authorized to sign the Loan Documents;

     

    (c) Perfection
      of Security Interest.
      All of
      Lender’s liens and security interests in the Collateral shall have been validly
      perfected and Senior Lender shall have delivered to Lender an amendment to
      its
      UCC-1 financing statement releasing its lien on the Collateral or entered into
      a
      subordination or intercreditor Agreement in form and substance satisfactory
      to
      Lender subordinating its lien in the Collateral to Lender’s lien
      thereon;

     

    (d) No
      Material Adverse Effect.
      No event
      that has had or would reasonably be expected to have a Material Adverse Effect
      (defined hereafter) has occurred and is continuing, and Borrower is not aware
      of
      any event likely to occur that would reasonably expected to result in a Material
      Adverse Effect. “Material
      Adverse Effect”
means
      a
      material adverse effect upon: (i) the business, operations, properties, assets,
      prospects or condition (financial or otherwise) of Borrower; or (ii) the ability
      of Borrower to perform the Obligations in accordance with the terms of the
      Loan
      Documents in all material respects, or the ability of Lender to enforce its
      rights or remedies with respect to the Obligations in all material respects;
      or
      (iii) the Collateral or Lender’s liens on the Collateral or the priority of such
      liens. 

     

    (e) Representations
      and Warranties.
      Each of
      the representations and warranties made by Borrower in the Loan Documents shall
      be true and correct as of the date of the Advance; and

     

    (f) No
      Defaults.
      Borrower
      shall have kept and performed the various covenants, obligations and agreements
      on its part to be kept and performed under the Loan Documents and no Event
      of
      Default, or act or event which with the giving of notice or the passage of
      time,
      or both, would constitute an Event of Default hereunder or under any of the
      other Loan Documents shall have occurred and be continuing or no Event of
      Default would exist after giving effect to such Advance.

     

    (g) Warrant.
      Borrower
      shall execute and deliver a warrant for the purchase of 350,000 of Borrower’s
      shares of capital stock at a per share price equal to $0.1621 on Lender’s form
      attached hereto as Exhibit C and incorporated herein. The Warrant shall expire
      in 5 years, have standard anti-dilution protections, be freely transferable
      to
      affiliates of Lender.

     

    (h) Updated
      Schedule 1.
      Borrower
      shall deliver an updated Schedule
      1
      listing
      the Products that are subject of an Approved Purchase Order prior to any further
      Advances. 


    
      
         

      

      
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    (i) Subordination
      Agreement.
      Borrower shall deliver a fully executed Subordination Agreement dated as of
      the
      date hereof by and between Lender and YA Global Investments, L.P., consented
      to
      by Borrower (the “Subordination Agreement”).

     

    2.2 Request
      for Advances.
      Advances
      will be made upon acceptance by Lender of Approved Purchase Orders issued to
      Borrower by Retailer, with selling terms not to exceed net forty-five (45)
      days
      after shipment. Subject to the foregoing, Advances shall be made by Lender
      at
      the written request of the persons named below, either one acting alone, who
      are
      authorized to request Advances and direct disposition of any such Advances
      until
      written notice of the revocation of such authority is received from Borrower
      by
      Lender. Each request by Borrower for an Advance shall constitute a
      reaffirmation, as of the date of such request, of all of the representations
      and
      warranties of Borrower contained in this Agreement and in the other Loan
      Documents. As of the Effective Date of this Agreement, Lender has already
      accepted the Approved Purchase Orders for the Products listed in Schedule
      1
      attached
      hereto, copies of which have been provided to Lender.

     

    The
      persons authorized to request Advances on behalf of Borrower are Conrad Lowry
      and Jeff Oscodar.

     

    2.3 No
      Waiver.
      No
      Advance shall constitute a waiver of any of the conditions to any further
      Advances.

     

    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    To
      induce
      Lender to enter into this Agreement and to make the Advances provided for
      herein, Borrower represents and warrants to Lender as follows:

     

    3.1 Corporate
      Existence.
      Borrower: (a) is a corporation duly organized, validly existing and in good
      standing under the laws of its jurisdiction of formation, and (b) has the
      requisite power and authority and the legal right to own, pledge, mortgage
      or
      otherwise encumber and operate its properties, to lease the property it operates
      under lease and to conduct its business as now, heretofore and proposed to
      be
      conducted.

     

    3.2 Power,
      Authorization, Enforceable Obligations.
      The
      execution, delivery and performance by Borrower of the Loan Documents and the
      creation of all security interests provided for therein: (a) are within the
      corporate power of Borrower; (b) have been duly authorized by all necessary
      or
      proper corporate action; (c) do not contravene any provision of Borrower’s
      charter or bylaws; (d) do not violate any law or regulation, or any order or
      decree of any court or governmental authority; (e) do not conflict with or
      result in the breach or termination of, constitute a default under or accelerate
      or permit the acceleration of any performance required by, any indenture,
      mortgage, deed of trust, lease, agreement or other instrument to which Borrower
      is a party or by which Borrower or any of its properties are bound; (f) do
      not
      result in the creation or imposition of any lien upon any of the property of
      Borrower other than those in favor of Lender pursuant to the Loan Documents;
      and
      (g) do not require the consent or approval of any governmental authority or
      any
      other person or entity. Each of the Loan Documents shall have been duly executed
      and delivered by Borrower, and each such Loan Document shall then constitute
      a
      legal, valid and binding obligation of Borrower, enforceable against it in
      accordance with its terms.


    
      
         

      

      
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    3.3 Financial
      Statements.
      All
      financial statements provided by Borrower to Lender in connection with the
      negotiation and performance of the Loan Documents are complete and accurate,
      in
      all material respects, as of the date provided. 

     

    3.4 Purchase
      Orders.
      Each
      Purchase Order presented by Borrower to Lender represents a bona fide obligation
      of Retailer owing to Borrower and arising in the ordinary course of its
      business, and Borrower will use its best efforts to fulfill each Approved
      Purchase Order as promptly as practicable.

     

    3.5 No
      Litigation.
      Except
      to the extent expressly disclosed by Borrower to Lender and set forth on
Schedule
      3.5
      attached
      hereto and made a part hereof, no action, claim, lawsuit, demand, governmental
      investigation, or proceeding is now pending or, to the knowledge of Borrower,
      threatened against Borrower, before any governmental authority or before any
      arbitrator or panel of arbitrators (collectively, “Litigation”).
      

     

    3.6 Senior
      Lender.
      Pursuant
      to a Security Agreement entered into in October 31, 2007 (the “Senior
      Security Agreement”),
      YA
      Global Investments, L.P. (“Senior
      Lender”)
      has
      been granted a blanket lien against Borrower’s assets (the “Blanket
      Lien”).
      As of
      July 1, 2008, Borrower and Senior Lender entered into an Agreement which, among
      other things, amends the Senior Security Agreement to (a) permit purchase order
      financing of inventory secured solely against the Collateral as defined in
      the
      Security Agreement (the “Permitted
      Indebtedness”),
      and
      (b) subordinate the Blanket Lien to any security interest granted to Lender
      against the Collateral. Borrower shall deliver to Lender either an amendment
      to
      Senior Lender’s UCC-1 filing to delete its security interest in the Collateral
      or an intercreditor agreement or a subordination agreement in form and substance
      satisfactory to Lender by which Senior Lender shall subordinate its security
      interest in the Collateral.

     

    3.7 Full
      Disclosure; First Priority Liens.
      No
      information contained in this Agreement or any of the other Loan Documents
      nor
      any written statement furnished by or on behalf of Borrower to Lender pursuant
      to the terms of this Agreement contains or will contain any untrue statement
      of
      a material fact or omits or will omit to state a material fact necessary to
      make
      the statements contained herein or therein not misleading in light of the
      circumstances under which they were made. Upon filing of the UCC-1 amendment
      referred to in the last sentence of Section 3.6 (or, in the alternative,
      delivery by Borrower of the intercreditor or subordination agreements described
      therein), the liens granted to Lender pursuant to the Loan Documents will at
      all
      times be fully perfected first priority liens in and to the Collateral described
      therein. Upon filing of the UCC-1 amendment referred to in the last sentence
      of
      Section 3.6, Borrower shall have good title to the Collateral, free of all
      liens.

     

    
      	
              4.

            	
              FINANCIAL
                STATEMENTS AND INFORMATION

            


    

     

    4.1 Financial
      Statements.

     

    Borrower
      hereby agrees that until all the Obligations are paid in full, it shall deliver
      to Lender the following financial statements, prepared in accordance with
      generally accepted accounting principles:


    
      
         

      

      
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    (a) Upon
      execution of this Agreement, Borrower’s most recent quarterly and fiscal
      year-end annual profit and loss statement, balance sheet, and statement of
      cash
      flow, certified as complete and accurate by an officer of Borrower.

     

    (b) No
      later
      than 60 days after the end of each fiscal quarter, quarterly financial
      statements of Borrower, including profit and loss statement, balance sheet,
      and
      statement of cash flow, certified as complete and accurate by an officer of
      Borrower.

     

    (c) No
      later
      than 120 days after the close of Borrower’s fiscal year, year-end financial
      statements of Borrower, including profit and loss statement, balance sheet,
      and
      statement of cash flow, audited or reviewed by an independent CPA firm to the
      extent available, otherwise certified as complete and accurate by an officer
      of
      Borrower.

     

    (d) No
      later
      than 30 days after the end of each month, a complete and detailed description
      of
      all Product inventory; and

     

    (e) No
      later
      than 30 days after the end of each month, an aging and listing of all
      Product-derived accounts receivable.

     

    
      	
              5.

            	
              AFFIRMATIVE
                COVENANTS

            


    

     

    Borrower
      hereby agrees that until the Obligations are paid in full:

     

    5.1 Supplemental
      Disclosure.
      From
      time to time as may be requested by Lender (which request will not be made
      more
      frequently than once each month absent the occurrence and continuance of an
      Event of Default), Borrower shall supplement each representation herein or
      in
      any other Loan Document, with respect to any matter hereafter arising that,
      if
      existing or occurring at the date of this Agreement, would have been necessary
      to correct any information in such representation that has been rendered
      inaccurate thereby; provided,
      that no
      such supplement to any such representation shall be or be deemed a waiver of
      any
      Event of Default resulting from the matters disclosed therein, except as
      consented to by Lender in writing.

     

    5.2 Further
      Assurances.
      Borrower
      agrees that it shall, at its expense and upon request of Lender, duly execute
      and deliver, or cause to be duly executed and delivered, to Lender such further
      instruments and do and cause to be done such further acts as may be necessary
      or
      proper in the opinion of Lender to carry out more effectually the provisions
      and
      purposes of this Agreement or any other Loan Document.

     

    5.3 Use
      of
      Proceeds.
      Borrower
      agrees that it shall only use the Advances to finance the development and
      manufacturing of the Products, or to reimburse expenditures previously made
      toward the development and manufacturing of Products.

     

    5.4 Compliance
      with laws.
      Borrower
      will comply with all laws, ordinances and regulations to which it is subject,
      noncompliance with which could have a Material Adverse Effect.

     

    5.5 Inventory;
      Returns.
      Borrower
      will keep all Products in good and marketable condition, free from material
      defects. Returns and allowances between Borrower and its account debtors will
      follow Borrower’s customary practices as they exist at execution of this
      Agreement. 


    
      
         

      

      
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    5.6 Taxes.
      Borrower
      will make timely payment of all material federal, state, and local taxes or
      assessments (except for taxes or assessments being contested in good faith
      with
      adequate reserves under GAAP and which do not result in any tax lien on any
      of
      the Collateral) and will deliver to Lender, on demand, appropriate certificates
      attesting to the payment.

     

    
      	
              6.

            	
              EVENTS
                OF DEFAULT; REMEDIES

            


    

     

    6.1 Events
      of Default.
      The
      occurrence of any one or more of the following events shall constitute an
“Event
      of Default”
      hereunder:

     

    (a) Borrower
      (i) fails to make any payment of principal of, or interest on, or fees owing
      in
      respect of, the Secured Promissory Note when due and payable, or (ii) fails
      to
      pay any Transaction Fee or any other Obligation when due and
      payable.

     

    (b) Borrower
      fails or neglects to perform, keep or observe any other provision of this
      Agreement or of any of the other Loan Documents and, except as otherwise
      provided herein, the same shall remain unremedied for ten (10) days or more
      after written notice of such event.

     

    (c) Any
      representation or warranty herein or in any other Loan Document or in any
      written statement, report, financial statement or certificate made or delivered
      to Lender by Borrower is untrue or incorrect in any material respect as of
      the
      date when made or deemed made.

     

    (d) Any
      of
      the Collateral is attached, seized, levied upon or subjected to a writ or
      distress warrant, or comes within the possession of any receiver, trustee,
      custodian or assignee for the benefit of creditors of Borrower and such
      condition continues for ten (10) days or more.

     

    (e) A
      case or
      proceeding is commenced against Borrower seeking a decree or order in respect
      of
      Borrower (i) under Title 11 of the United States Code, as now constituted or
      hereafter amended or any other applicable federal, state or foreign bankruptcy
      or other similar law, (ii) appointing a custodian, receiver, liquidator,
      assignee, trustee or sequestrator (or similar official) for Borrower or of
      for
      any substantial part of its assets, or (iii) ordering the winding up or
      liquidation of the affairs of Borrower, and such case or proceeding remains
      undismissed or unstayed for thirty (30) days or more or a decree or order
      granting the relief sought in such case or proceeding is entered by a court
      of
      competent jurisdiction over such case or proceeding.

     

    (f) Borrower
      (i) files a petition seeking relief under Title 11 of the United States Code,
      as
      now constituted or hereafter amended, or any other applicable federal, state
      or
      foreign bankruptcy or other similar law, (ii) consents or fails to contest
      in a
      timely and appropriate manner to the institution of proceedings thereunder
      or to
      the filing of any such petition or to the appointment of or taking possession
      by
      a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
      official) for Borrower or for any substantial part of its assets, (iii) makes
      an
      assignment for the benefit of creditors, or (iv) takes any action in furtherance
      of any of the foregoing, or (v) admits in writing its inability to, or is
      generally unable to, pay its debts as such debts become due.


    
      
         

      

      
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    (g) If
      there
      is a default in any agreement between Borrower and a third party that gives
      the
      third party the right to accelerate any Indebtedness exceeding
      $50,000.

     

    (h) If
      a
      money judgment(s) in the aggregate of at least $50,000 is rendered against
      Borrower and is unsatisfied and unstayed for ten (10) days.

     

    (i) Any
      subordination provision in any document or in the Subordination Agreement shall
      cease to be in full force and effect, or any Person shall contest in any matter
      the validity, binding nature or enforceability of any such
      provision.

     

    6.2 Remedies-General.
      Upon and
      during the continuance of any one or more Events of Default, (i) Lender may,
      at
      its option, accelerate and demand payment of all or any part of the Obligations
      and declare them to be immediately due and payable (provided, that
      upon
      the occurrence of an Event of Default of the type described in Section 6.1(e),
      (f) or (g), the Secured Promissory Note and all of the Obligations shall
      automatically be accelerated and made due and payable, in each case without
      any
      further notice or act), and (ii) Lender may notify any of Borrower’s account
      debtors to make payment directly to Lender, compromise the amount of any such
      account on Borrower’s behalf and endorse Lender’s name without recourse on any
      such payment for deposit directly to Lender’s account. Lender may exercise all
      rights and remedies with respect to the Collateral under the Loan Documents
      or
      otherwise available to it under the UCC and other applicable law, including
      the
      right to release, hold, sell, lease, liquidate, collect, realize upon, or
      otherwise dispose of all or any part of the Collateral and the right to occupy,
      utilize, process and commingle the Collateral. All Lender’s rights and remedies
      shall be cumulative and not exclusive.

     

    6.3 Lender
      Expenses.
      If
      Borrower fails to obtain the insurance called for by the Security Agreement
      or
      fails to pay any premium thereon or fails to pay any other amount, which
      Borrower is obligated to pay under this Agreement or any other Loan Document,
      Lender may obtain such insurance or make such payment, and all amounts so paid
      by Lender are Lender expenses and immediately due and payable, bearing interest
      at the then applicable rate and secured by the Collateral. No payments by Lender
      shall be deemed an agreement to make similar payments in the future or Lender’s
      waiver of any Event of Default.

     

    6.4 Demand
      Waiver.
      Borrower
      waives demand, notice of default or dishonor, notice of payment and nonpayment,
      notice of any default, nonpayment at maturity, release, compromise, settlement,
      extension, or renewal of accounts, documents, instruments, chattel paper, and
      guarantees held by Lender on which Borrower is liable.

     

    
      	
              7.

            	
              SUCCESSORS
                AND ASSIGNS

            


    

     

    This
      Agreement and the other Loan Documents shall be binding on and shall inure
      to
      the benefit of Borrower, Lender, and their respective successors and assigns
      (including, in the case of Borrower, a trustee or debtor in possession on behalf
      of Borrower), except as otherwise provided herein or therein. Borrower may
      not
      assign, transfer, hypothecate or otherwise convey its rights, benefits,
      obligations or duties hereunder or under any of the other Loan Documents without
      the prior express written consent of Lender. Any such purported assignment,
      transfer, hypothecation or other conveyance by Borrower without the prior
      express written consent of Lender shall be void. The terms and provisions of
      this Agreement are for the purpose of defining the relative rights and
      obligations of Borrower and Lender with respect to the transactions contemplated
      hereby and no person or entity shall be a third party beneficiary of any of
      the
      terms and provisions of this Agreement or any of the other Loan
      Documents.


    
      
         

      

      
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          9 -

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

     

    8.1 Complete
      Agreement; Modification of Agreement.
      The Loan
      Documents constitute the complete agreement between the parties with respect
      to
      the subject matter hereof and thereof and may not be modified, altered or
      amended except as set forth in Section 8.2. Any letter of interest, commitment
      letter, fee letter and/or confidentiality agreement between Borrower and Lender
      or any of their respective affiliates, predating this Agreement and relating
      to
      a financing of substantially similar form, purpose or effect shall be superseded
      by this Agreement.

     

    8.2 Amendments,
      Waivers, and Termination Statements.
      No
      amendment, modification, termination or waiver of any provision of this
      Agreement or any of the other Loan Documents, or any consent to any departure
      by
      Borrower therefrom, shall in any event be effective unless the same shall be
      in
      writing and signed by the original parties thereto. Upon indefeasible payment
      in
      full in cash and performance of all of the Obligations, Lender shall deliver
      to
      Borrower termination statements, mortgage releases and other documents necessary
      or appropriate to evidence the termination of the liens securing payment of
      the
      obligations under the Loan Documents. 

     

    8.3 Payment
      Of Expenses, Indemnification, Etc.;
      Right
      of Set Off. 

     

    (a) Borrower
      promises to pay Lender’s fees and expenses necessary to finalize the loan
      documentation, including but not limited to reasonable attorneys fees, UCC
      searches, filing costs, and other miscellaneous expenses. In addition, Borrower
      promises to pay any and all reasonable attorneys’ and other professionals’ fees
      and expenses incurred by Lender after the date hereof in connection with or
      related to: (a) the collection or enforcement of the Loan; (b) the amendment
      or
      modification of the Loan Documents; (c) any waiver, consent, release, or
      termination under the Loan Documents; (d) the protection, preservation, sale,
      lease, liquidation, or disposition of Collateral or the exercise of remedies
      with respect to the Collateral; (e) any legal, litigation, administrative,
      arbitration, or out of court proceeding in connection with or related to
      Borrower or the Collateral, and any appeal or review thereof; and (f) any
      bankruptcy, restructuring, reorganization, assignment for the benefit of
      creditors, workout, foreclosure, or other action related to Borrower, the
      Collateral, the Loan Documents, including representing Lender in any adversary
      proceeding or contested matter commenced or continued by or on behalf of
      Borrower’s estate, and any appeal or review thereof.

     

    (b) Borrower
      shall and does hereby indemnify and hold Lender, its officers, directors,
      employees, agents, in-house attorneys, representatives and shareholders harmless
      from and against any and all claims, costs, expenses, damages and liabilities
      (including such claims, costs, expenses, damages and liabilities based on
      liability in tort, including strict liability in tort), including reasonable
      attorneys’ fees and disbursements and other costs of investigation or defense
      (including those incurred upon any appeal), that may be instituted or asserted
      against or incurred by Lender or any such Person as the result of credit having
      been extended, suspended or terminated under this Agreement and the other Loan
      Documents or the administration of such credit, or in connection with or arising
      out of the transactions contemplated hereunder and thereunder, or any actions
      or
      failures to act in connection therewith, or arising out of the disposition
      or
      utilization of the Collateral, excluding in all cases claims resulting solely
      from Lender’s gross negligence or willful misconduct. Borrower agrees to pay,
      and to save Lender harmless from, any and all liabilities with respect to,
      or
      resulting from any delay in paying, any and all excise, sales or other similar
      taxes (excluding taxes imposed on or measured by the net income of Lender)
      that
      may be payable or determined to be payable with respect to any of the Collateral
      or this Agreement.


    
      
         

      

      
        -
          10 -

        
          

        

      

      
         

      

    

     

    (c) In
      addition to any rights now or hereafter granted under applicable law or
      otherwise, and not by way of limitation of any such rights, if an Event of
      Default then exists, Lender is hereby authorized, at any time or from time
      to
      time, without presentment, demand, protest or other notice of any kind to
      Borrower or to any other Person, any such notice being hereby expressly waived,
      to set off and to appropriate and apply any and all deposits (general or special
      but other than payroll accounts) and any other indebtedness at any time held
      or
      owing by Lender to or for the credit or the account of Borrower against and
      on
      account of the Obligations and liabilities of Borrower to Lender under this
      Agreement, irrespective of whether or not Lender shall have made any demand
      hereunder.

     

    8.4 No
      Waiver.
      Lender’s
      failure, at any time or times, to require strict performance by Borrower of
      any
      provision of this Agreement or any of the other Loan Documents shall not waive,
      affect or diminish any right of Lender thereafter to demand strict compliance
      and performance herewith or therewith. Any suspension or waiver of an Event
      of
      Default shall not suspend, waive or affect any other Event of Default whether
      the same is prior or subsequent thereto and whether the same or of a different
      type. Subject to the provisions of Section 8.2, none of the undertakings,
      agreements, warranties, covenants and representations of Borrower contained
      in
      this Agreement or any of the other Loan Documents and no Event of Default shall
      be deemed to have been suspended or waived by Lender, unless such waiver or
      suspension is by an instrument in writing signed by an officer of or other
      duly
      authorized signatory of Lender and directed to Borrower specifying such
      suspension or waiver.

     

    8.5 Remedies.
      Lender’s
      rights and remedies under this Agreement shall be cumulative and nonexclusive
      of
      any other rights and remedies that Lender may have under any other agreement,
      including the other Loan Documents, by operation of law or otherwise. Recourse
      to any collateral shall not be required.

     

    8.6 Severability.
      Wherever
      possible, each provision of this Agreement and the other Loan Documents shall
      be
      interpreted in such a manner as to be effective and valid under applicable
      law,
      but if any provision of this Agreement or any other Loan Document shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement or such other Loan Document.


    
      
         

      

      
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          11 -

        
          

        

      

      
         

      

    

     

    8.7 JURY
      TRIAL WAIVER.
      BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, BETWEEN LENDER AND BORROWER
      ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
      ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
      LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

     

    8.8 Conflict
      of Terms.
      Except
      as otherwise provided in this Agreement or any of the other Loan Documents
      by
      specific reference to the applicable provisions of this Agreement, if any
      provision contained in this Agreement is in conflict with, or inconsistent
      with,
      any provision in any of the other Loan Documents, the provision contained in
      this Agreement shall govern and control.

     

    8.9 Confidentiality.
      Lender
      agrees to use commercially reasonable efforts (equivalent to the efforts Lender
      applies to maintain the confidentiality of its own confidential information)
      to
      maintain as confidential all confidential information provided to it by Borrower
      and designated as confidential for a period ending two (2) years following
      Lender’s receipt thereof; provided,
      that
      Lender may disclose such information (a) to persons or entities employed or
      engaged by Lender in evaluating, approving, structuring or administering the
      Loans; (b) as, in the opinion of Lender’s counsel, required by law; (c) in
      connection with the exercise of any right or remedy under the Loan Documents;
      or
      (d) which ceases to be confidential through no fault of Lender.

     

    8.10 Governing
      Law.
      Except
      as otherwise expressly provided in any of the Loan Documents, in all respects,
      including all matters of construction, validity and performance, this Agreement
      and the other Loan Documents shall be governed by, and construed and enforced
      in
      accordance with, the laws of the state of California applicable to contracts
      made and performed in that state and any applicable laws of the United States
      of
      America. 

     

    8.11 Jurisdiction.
      Each of
      the parties hereto hereby expressly and irrevocably submits to the jurisdiction
      of any competent court of the State of California located in the City and County
      of San Francisco (the “California
      Courts”).
      Each
      party hereby waives the right to any other jurisdiction or venue for any
      litigation arising out of or in connection with this Agreement or the
      transactions contemplated hereby to which any of them may be entitled by reason
      of its present or future domicile. Each party hereby waives, to the fullest
      extent it may legally and effectively do so (i) any objection which it may
      now
      or hereafter have to the laying of venue of any action or proceeding arising
      out
      of or relating to this Agreement or any related matter in any California Court,
      as applicable, and (ii) the defense of an inconvenient forum to the maintenance
      of such action or proceeding in any California Court, as applicable.
      Notwithstanding the foregoing, each of the parties hereto agrees that each
      of
      the other parties shall have the right to bring any action or proceeding for
      enforcement of a judgment entered by the California Courts, as applicable,
      in
      any other court or jurisdiction.


    
      
         

      

      
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          12 -

        
          

        

      

      
         

      

    

     

    8.12 Notices.
      All
      notices, requests, demands, and other communications under this Agreement must
      be in writing and will be considered to have been duly given on the date of
      service if served personally on the party to whom notice is to be given, or
      on
      the day after facsimile or email transmission if served in such manner to the
      party to whom notice is to be given, or three (3) days after mailing if mailed
      to the party to whom notice is to be given, by first class mail, registered
      or
      certified, postage prepaid, and properly addressed as follows:

     

    
      	
              To
                Lender:

            	
              Carl
                Page

            
	 	
              Attn:
                Carl Page

            
	 	
              5214F
                Diamond Heights Blvd., #731

            
	 	
              San
                Francisco, CA 94131

            
	 	
              Fax:
                ___________________

            
	 	
              email:
                carlp-gmail@findpage.com

            
	
              To
                Borrower:

            	
              ZVUE
                Corporation

            
	 	
              Attn:
                Tom Hillman

            
	 	
              612
                Howard Street, Suite 600

            
	 	
              San
                Francisco, CA 94105

            
	 	
              Fax:
                ___________________

            
	 	
              email:
                tomh@zvue.com

            


    

     

    8.13 Section
      Titles.
      The
      Section titles contained in this Agreement are and shall be without substantive
      meaning or content of any kind whatsoever and are not a part of the agreement
      between the parties hereto.

     

    8.14 Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, each of which
      shall collectively and separately constitute one agreement.

     

    8.15 No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement and the other Loan Documents. Each party has had the opportunity
      to
      review the Loan Documents with its own legal counsel. In the event an ambiguity
      or question of intent or interpretation arises, this Agreement and the other
      Loan Documents shall be construed as if drafted jointly by the parties hereto
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any provisions of this Agreement of the
      other Loan Documents.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
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          13 -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed as of the date first written
      above.

     

    
      	“Borrower”
	ZVUE
              CORPORATION
	 	 
	
              By:

            	
              /s/
                Jeff Oscodar

            
	Its:
	
              President
                & CEO

            
	 	 
	“Lender”
	 	 
	/s/
              Carl Page
	CARL
              PAGE


    


    
      
         

      

      
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