EXECUTION
      COPY

    


    180
      Connect, Inc.

    6501
      E.
      Belleview Avenue

    Englewood,
      CO 80111


    


    July
      2,
      2007


    


    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue

    21st
      Floor

    New
      York,
      NY 10017

    Attention: Howie
      S.
      Balter

    Ilan
      Slasky

    


    Dear
      Gentlemen: 

     

    We
      refer
      to the transactions contemplated by (i) that certain Arrangement Agreement,
      dated March 13, 2007, by and among 6732097 Canada Inc., a corporation
      incorporated under the laws of Canada, Ad.Venture Partners, Inc. (“AVP”),
      a
      Delaware corporation and 180 Connect, Inc. (“180
      Connect”),
      a
      corporation incorporated under the laws of Canada (the “180
      Connect/AVP Transaction”)
      and
      (ii) that certain Bridge Financing (the “Bridge
      Financing Transaction”)
      with
      180 Connect and Laurus Master Fund, Ltd. (“Laurus”).
      This
      letter agreement sets forth certain understandings and agreements we have
      reached in connection with the 180 Connect/AVP Transaction and the Bridge
      Financing Transaction.

    


    We
      have
      agreed as follows: 

    


    1. If
      the
      180 Connect/AVP Transaction fails to close as a result of (i) 180 Connect
      shareholder rejection of the 180 Connect/AVP Transaction (or if a 180 Connect
      shareholders meeting is not held on or prior to August 31, 2007) or (ii) 180
      Connect’s requirement for additional financing prior to the closing of the 180
      Connect/AVP Transaction, which causes 180 Connect to issue additional debt
      or
      equity securities and which would require an amendment to the AVP proxy
      statement on Form S-4 at a time such that the AVP shareholders meeting could
      not
      be held on or prior to August 31, 2007, then (x) on August 31, 2007 (or, in
      the
      event the failure to close occurs on or within five trading days prior August
      31, 2007, then on the fifth trading day thereafter), 180 Connect shall issue
      to
      Howie S. Balter and Ilan Slasky (the “AVP
      Sponsors”)
      250,000 warrants exerciseable at the VWAP on the Toronto Stock Exchange for
      the
      five trading days immediately following the date of announcement that the 180
      Connect/AVP Transaction failed to close, (y) 180 Connect shall reimburse AVP
      and
      the AVP Sponsors for all legal fees and other expenses incurred by them with
      respect to the 180 Connect/AVP Transaction up to a maximum of $1,400,000, and
      (z) the AVP Sponsors shall be entitled to participate in any subsequent PIPE
      or
      similar financing transaction of 180 Connect consummated during the year 2007
      on
      the same terms and conditions as the other investors in such PIPE or other
      financing transaction in an amount up to $7,000,000; provided,
      however,
      that
      the reimbursement obligations set forth in (y) above shall be payable only
      after
      the Expiration Date (as defined in that certain Amendment Agreement dated as
      of
      July __, 2007 among Laurus, 180 Connect Inc., a Nevada corporation
      (“180
      Connect US”),
      and
      the other parties thereto) and so long as no Default or Event of Default under
      and as defined in that certain Security and Purchase Agreement dated as of
      July
      31, 2006 among Laurus, 180 Connect US and the other parties party thereto (as
      amended, restated, modified and/or supplemented from time to time) has occurred
      and is continuing or would occur as a result of such reimbursement. Laurus
      shall
      be deemed a third party beneficiary under this Paragraph 1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. If
      the
      180 Connect/AVP Transaction fails to close as a result of an AVP no vote (or
      if
      an AVP shareholders meeting is not held on or prior to August 31, 2007), then
      the AVP Sponsors shall be entitled to participate in any subsequent PIPE or
      similar financing transaction of 180 Connect consummated during the year 2007
      on
      the same terms and conditions as the other investors in such PIPE or other
      financing transaction in an amount up to $7,000,000.

    


    3. Whether
      or not the 180 Connect/AVP Transaction closes, 180 Connect shall reimburse
      the
      AVP Sponsors for legal fees (on closing of the Bridge Financing Transaction
      for
      the fairness opinion and three business days after 180 Connect receives an
      invoice for the legal fees) incurred by the AVP Sponsors solely in connection
      with the Bridge Financing Transaction, up to a maximum of $150,000.


    


    4. If
      any
      provision of this letter agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this letter agreement in that jurisdiction
      or the validity or enforceability of any provision of this letter agreement
      in
      any other jurisdiction.

    


    5. All
      questions concerning the construction, validity, enforcement and interpretation
      of this letter agreement shall be governed by the laws of the State of New
      York,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of New
      York.

    


    6. This
      letter agreement may be executed in identical counterparts, all of which shall
      be considered one and the same agreement, and shall become effective when
      counterparts have been signed by each party and delivered to each other party;
      provided, that a facsimile signature shall be considered due execution and
      shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing accurately reflects our understanding, please so indicate by your
      signature below.

     

    
      	 	 	 
	 	
              Sincerely
                Yours,

            
	 	 
	 	180 CONNECT, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ 
Peter
              Giacalone
	 	
              
                

              

              Name:

              Title:

            


    

     

    
      	ACCEPTED
              AND
              AGREED TO: 	 	 	 
	 	 	 	 
	HOWIE S. BALTER	 	 	 
	 	 	 	 
	 	 	 	 
	/s/
              Howie
              Balter	 	 	
            
	
              

            	 	 	
            
	 	 	 	 
	
            	 	 	
            
	ILAN
              SLASKY	 	 	 
	 	 	 	 
	/s/
              Ilan Slasky	 	 	 
	
              

            	 	 	 
	 	 	 	 
	 	 	 	 
	ACCEPTED AND AGREED TO: 	 	 	 
	 	 	 	 
	LAURUS MASTER FUND, LTD.	 	 	 
	 	 	 	 
	 	 	 	 
	 By: 	 	 	 
	
              
                

              

              Name:

              Title: