exhibit.htm


    


     

    CERISTAR, INC. PROMISSORY NOTE

    $175,000.00                                                                                       

    Original
Issue Date: November 25, 2003

    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC., a Delaware corporation with offices
at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD., a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd., Cumberland House #27, Cumberland Street,
P.O. Box N-10818, Nassau, New Providence, The Bahamas or at such other place as
may be designated by the holder hereof in writing, the principal sum of ONE
HUNDDRED, SEVENTY-FIVE THOUSAND DOLLARS ($175,000), without interest, except as
specified herein.

     

    1. Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120th day
following the issue date of this Note. The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by
law. For purposes of this Note, the Repayment Percentage shall mean one and
one-half percent (1.5%) of the outstanding principal amount of this Note. All
payments by the Maker on account of principal, premium, interest or fees
hereunder shall be made in money of the United States of America that at the
time of payment is legal tender, by wire transfer of immediately available
funds.

     

    2. Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum. Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law.

     

    3. Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    a. Working
Capital

    b. Employee/Management
Compensation

    c. Equipment
Lease/Purchase Payments

    d. Consulting
Fees

     

    4. Conversion.

     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock").

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium).

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price. Fractional shares will not be issued.
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder. For purposes of this Note,
the "Conversion Price" shall mean the product of (a) .75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date.

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date."

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company.

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date.

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder' is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder' on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1,0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice. The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4.

     

    (h) If any
adjustment to the Conversion Price to be made pursuant to clause (j) of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (i)         Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time. All shares of Common Stock issued upon conversion of this Note
shall be

     

    fully
paid and nonassessable. The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be.

     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows:

     

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.

    


    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire. For purposes of this
Agreement, "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Maker's assets to another Person (as defined below), or other similar
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, or assets with respect to or in exchange for Common Stock; and
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof.

     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder. The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission.

     

    
      
        
        

      

      
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    (1)      Unless
the Note is under Default (as defined in Section 5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(n) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9.99% of the outstanding shares of the Common Stock following the
conversion. For purposes of the foregoing proviso, the aggregate number of
shares of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 13(d) of the 1934 Act.

     

    5. Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable; (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due; (c) the Maker shall make a general
assignment for the benefit of creditors; (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing; then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver.

     

    6. NEGATIVE
COVENANTS. The provisions of this Section 6 shall remain in effect so long as
any of the Bridge Notes shall remain outstanding

     

    (a)     Restrictions
on Debt. Hereafter, the Company will not create, assume, or incur or become or
at any time be liable in respect of, any Debt, except: Bridge Notes issued
pursuant to this Agreement; Debt outstanding on the date hereof to the extent
reflected on the most recent balance sheet of the Company or incurred in the
ordinary course of business thereafter and debt incurred to accomplish duties
and obligations of the Company under contracts to provide customer premises
equipment, services, or other related obligations to existing or new customers
of the Company as a result of business contracts; Purchase money security
interests not to exceed $250,000 per year; and Secured debt in an aggregate
principal amount up to $20 million.

    (i)      Definition
of Debt. For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean: all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument; all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise; all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable; all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness; all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession of such property all bankers' acceptances
and letters of credit; and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA

     

    (b) Restrictions
on Equity Sales. The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below.

     

    (c) Restrictions
on Transactions with Affiliates. The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business The Company will not increase the salary of any executive officer, or
the remuneration of any director.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (d) Restrictions
on Investments. Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided
however, that the Company may enter into contracts relating to the
expansion of its business and may invest its Excess Cash as defined below in:
securities issued or directly and fully guaranteed or insured by the United
States government or any agency thereof having maturities of not more than one
year from the date of acquisition; certificates of deposit or eurodollar
certificates of deposit, having maturities of not more than one hundred eighty
days from the date of acquisition, or one year from the date of acquisition in
the case of certificates of deposit or eurodollar certificates of deposit being
used to secure the Company's reimbursement obligations under letters of credit
(provided that nothing contained herein shall be construed to permit letters of
credit not otherwise permitted under this Agreement); commercial paper of any
Person that is not a subsidiary or an Affiliate of the Company, maturing within
one hundred eiahtv davs after
the date of acquisition0 bank
loan participations* and money market instruments having maturities of not more
than one hundred eighty days from the date of acquisition, or one year from the
date of acquisition in the case of money market instruments being used to secure
the Company's reimbursement obligations under letters of credit (provided that
nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement); in all cases of such credit quality
as a prudent business person would invest in. As used in this Section, "Excess Cash" shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof.

     

    (e)     Change
in Business; Operations. The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in Business"). The business of
the Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity.

     

    (f)     Exceptions
With Consent of Purchasers. The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second,
in the sole discretion of Purchaser, satisfactorily responding to any
Purchaser inquiries about the requested action. The Company may undertake any
such requested action otherwise prohibited by this Section 6 only after
receiving the advance written consent of Purchaser hereunder.

     

    7. No Waiver: Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder.

     

    8. Costs and Expenses.
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    9. Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    10. Governing Law; Jurisdiction
and Service of Process. This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note. Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process. Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served.

    


        11. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    
      
        
        

      

      
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    12. Notice, Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof.

     

    13. Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    14. Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.

     

    15. Set-off.
Counterclaim. In the event the holder hereof seeks to enforce its rights
under this Note, the Maker waives the right to interpose any set-off or
counterclaim of any nature or description against the holder.

     

    16. Headings. The
headings in this Note are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Note.

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as date first
above written.

    [CORPORATE
SEAL]

    
      	
               

            


    

    


    


    COUNTY OF
SALT LAKE ) STATE OF UTAH ) Subscribed and sworn to
before me this
25th dav of
November 2003

     

    Notary
Public Residing in Salt Lake City, Utah / My Commission Expires:
1/15/2007

     

     

    
      
        
        

      

      
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    EXHIBIT A 

     

    CONVERSION NOTICE

     

    Reference
is made to terms and conditions of the Note, dated November 25,2003, in the
principal amount of $175,000.00, and registered in the name of SovCap Equity
Partners, Ltd {NAME OF HOLDER} (the "Note"). In accordance with
and pursuant to the terms of the Note, the undersigned hereby elects
to

    convert
$                            in
principal amount of the Note into shares of Common Stock, $ 001 par
value

    per share
(the "Common Stock"), of
the Company, by tendering the original Note specified below as of the date
specified below.

     

    Date of
Conversion:                                                                                                        

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

     

    Please
confirm the following information:

     

    Conversion
Price:

     

    Number of
shares of Common Stock to be issued:

     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

     

    Issue
to:                                                    

    


     

    Facsimile
Number:

     

    Authorization:                                                    

     

    By:                                         

    Title:                                         

    Dated:                                         

     

    If
electronic book entry transfer, complete the following:

    Account
Number:                                                    

    Transaction
Code
Number:                                                    

    


    


    


    


    


    


    COMPANY
ACKNOWLEDGEMENT TO CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED: CERISTAR,
INC.

    


    


     

    By:___________________________________

    Name:
Title:

     

    Date:


    
      
         


      

      
        6

        
          

        

      

      
         


        
           

        

      

    


    
      IRREVOCABLE
STOCK OR BOND POWER



     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖    If
stock, complete this portion:

    


     

    shares
of
the                                                       stock
of_

    


     

    represented
by certificate(s) Number(s)_

    


     

    In the
name of the undersigned on the books of said company.

    


    


     

    ❖    If Bonds,
complete this portion:

     

    bonds of  IMHI (fka
Ceristar, Inc.)

    


    


    


    


     

    in the principal amount
of  $175,000 Number(s) November 25,
2003

    


    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    Date

     

    
      
        
        

      

      
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      CERISTAR, INC.  PROMISSORY
NOTE


    

    $35,000.00

    Original
Issue Date: May 28, 2004

    


    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC., a Delaware corporation with offices
at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD., a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd., Cumberland House #27, Cumberland Street,
P.O. Box N-10818, Nassau, New Providence, The Bahamas or at such other place as
may be designated by the holder hereof in writing, the principal sum of
THIRTY-FIVE THOUSAND DOLLARS ($35,000.00), without interest, except as specified
herein.

     

    1. Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120th day
following the issue date of this Note. The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by
law. For purposes of this Note, the Repayment Percentage shall mean one and
one-half percent (1.5%) of the outstanding principal amount of this Note. All
payments by the Maker on account of principal, premium, interest or fees
hereunder shall be made in money of the United States of America that at the
time of payment is legal tender, by wire transfer of immediately available
funds.

     

    2. Interest. Without
limiting any of the tights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum. Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law.

     

    3. Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    a. May 2004
budget, as provided by the Company in attached Exhibit B

     

    b. Consulting
fees, as agreed

     

    4. Conversion.

     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock").

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium).

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price. Fractional shares will not be issued.
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder. For purposes of this Note,
the "Conversion Price" shall mean the product of (a) .75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date.

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date."

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company.

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date.

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice. The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4.

     

    (h) If any
adjustment to the Conversion Price to be made pursuant to clause (j) of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment.

    


     

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time. All shares of Common Stock issued upon conversion of this Note
shall be

     

    fully
paid and nonassessable. The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be.

    


     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows:

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.

     

    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation
or

    merger or
the entity purchasing such assets assumes, by written instrument (in form
and

     

    substance
satisfactory to Holder), the obligation to deliver to Holder such shares of
stock, securities, or assets as, in accordance with the foregoing provisions,
that Holder may be entitled to acquire. For purposes of this Agreement, "Organic
Change" means any recapitalization, reorganization, reclassification,
consolidation, merger, or sale of all or substantially all of the Maker's assets
to another Person (as defined below), or other similar transaction which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities, or assets
with respect to or in exchange for Common Stock; and "Person" means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, and a government or any
department or agency thereof.

    


     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder. The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission.

    


     

    (1)      Unless
the Note is under Default (as defined in Section 5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(ii) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9.99% of the outstanding shares of the Common Stock following the
conversion. For purposes of the foregoing proviso, the aggregate number of
shares of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 13(d) of the 1934 Act.

     

    5. Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable; (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due; (c) the Maker shall make a general
assignment for the benefit of creditors; (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing; then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver.

     

    6. NEGATIVE
COVENANTS. The provisions of this Section 6 shall remain in effect so long as
any of the Bridge Notes shall remain outstanding.

    


     

    (a)     Restrictions
on Debt. Hereafter, the Company will not create, assume, or incur or become or
at any time be liable in respect of, any Debt, except: Bridge Notes issued
pursuant to this Agreement; Debt outstanding on the date hereof to the extent
reflected on the most recent balance sheet of the Company or incurred in the
ordinary course of business thereafter and debt incurred to accomplish duties
and obligations of the Company under contracts to provide customer premises
equipment, services, or other related obligations to existing or new customers
of the Company as a result of business contracts; Purchase money security
interests not to exceed $250,000 per year; and Secured debt in an aggregate
principal amount up to $20 million.

    (i)      Definition
of Debt. For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean: all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument; all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise; all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable; all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness; all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession of such property all bankers' acceptances
and letters of credit; and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA.

    


     

    (b)     Restrictions
on Equity Sales. The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below.

    


        (c)     Restrictions
on Transactions with Affiliates. The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business. The Company will not increase the salary of any executive officer, or
the remuneration of any director.

    


     

    (d)     Restrictions
on Investments. Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition; certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of deposit or eurodollar certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement); commercial paper of any Person that
is not a subsidiary or an Affiliate of the Company, maturing within one hundred
eighty days after the date of acquisition; bank loan participations; and money
market instruments having maturities of not more than one hundred eighty days
from the date of acquisition, or one year from the date of acquisition in the
case of money market instruments being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement); in all cases of such credit quality as a
prudent business person would invest in. As used in this Section, "Excess Cash" shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof.

    


     

    (e)     Change
in Business; Operations. The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in

     

    Business"). The business of
the Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity.

    


     

    (f)      Exceptions
With Consent of Purchasers. The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action. The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder.

     

    7. No Waiver; Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder.

     

    8. Costs and Expenses.
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    9. Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    10. Governing Law; Jurisdiction
and Service of Process. This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note. Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process. Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served.

     

    11. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    12. Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof.

     

    13. Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    14. Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.

     

    15. Set-off,
Counterclaim. In the event the holder hereof seeks to enforce its rights
under this Note, the Maker waives the right to interpose any set-off or
counterclaim of any nature or description against the holder.

     

    16. Headings. The
headings in this Note are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Note.

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as date first
above written.

    


    


     

    CERISTAR,
INC.

    
       

    

    


    


     

    [CORPORATE
SEAL]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

    
 

    CONVERSION
NOTICE

     

    Reference
is made to terms and conditions of the Note, dated April 14, 2004, in the
principal amount of $35,000.00, and registered in the name of SovCap Equity
Partners, Ltd {NAME OF HOLDER} (the "Note"). In accordance with
and pursuant to the terms of the Note, the undersigned hereby elects
to

    convert
$                                in
principal amount of the Note into shares of Common Stock, $.001 par
value

    per share
(the "Common Stock"), of
the Company, by tendering the original Note specified below as of the date
specified below.

    


     

    Date of
Conversion:

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please
confirm the following information:

    


     

    Conversion
Price:

    


     

    Number of
shares of Common Stock to be issued:

    


     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

    


     

    Issue
to:                                                             

    


    


     

    Facsimile
Number:

    


     

    Authorization:                                                             

    


     

    By:                                                

     

    Title:                                                

     

    Dated:                                                

    


     

    If
electronic book entry transfer, complete the following:

    Account
Number:                                                             

    Transaction
Code
Number:                                                             


    
      
        
          Date
11/4/07

          Signature
BY:    BARRY W. HERMAN PRESIDENT

        

         


      

      
        13

        
          

        

      

      
         


      

    


    


     

     

    COMPANY ACKNOWLEDGEMENT TO
CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED: CERISTAR,
INC.

    


    


     

    By:                                                             

    Name:
Title:

    


     

    Date:


    
      
        
          
            	
                  


          

        

      

    

    
      	
              EXHIBIT
      B CERISTAR BUDGET, DATED APRIL 14,
2004

            


    

    
      	
              Unit
      Name CeriStar, Inc.
      (CTRI)                                        

              Fiscal
      Year 2004                                         

              Budget
      month May 1,
      2004                                            

            


    

    
      	
              Net
      Investment Ending cash balance

            


    

    Qwest
 
 
 
 


    22,000
 


    22,000

    American
Fork Fiber
 
 


    1,500
 


    1,500
 


    3,000

    Provo
City utilities
 
 
 
 


    1,978
 


    1,978

    Provo
Cable
 
 
 
 


    1,464
 


    1,464

    Other/Eschelon
 
 
 
 


    4,000
 


    4,000

    Cost
of goods sold
 
 


    1,500
 


    30,942
 


    32,442

    Salaries
 
 


    32,000
 


    32,000
 


    64,000

    Commissions
 
 
 
 


    15,000
 


    15,000

    Health
insurance
 
 


    5,800
 
 
 


    5,800

    Office
rent
 
 


    3,967
 
 
 


    3,967

    D&O
Insurance
 
 


    5,609
 
 
 


    5,609

    Billing
expenses
 
 


    720
 
 
 


    720

    Customer
service
 
 
 
 
 
 


    0

    Employee
expenses
 
 


    7,500
 


    7,500
 


    15,000

    Audit
& Tax
 
 
 
 


    5,000
 


    5,000

    Legal
 
 
 
 


    20,000
 


    20,000

    Supplies
 
 
 
 


    1,000
 


    1,000

    Marketing
 
 
 
 


    2,000
 


    2,000

    Sales
tax
 
 
 
 
 
 


    0

    Website
 
 


    1,000
 
 
 


    1,000

    Miscellaneous
 
 
 
 


    1,000
 


    1,000

    S.G&A
 
 


    56,596

    0

    83,500

    0

    140,096

    Network
capex
 
 


    7,300
 
 
 


    7,300

    Move-ins
 
 


    13,000
 
 
 


    13,000

    Other
 
 
 
 
 
 


    0

    Test
equipment
 
 
 
 
 
 


    0

    Switch
move to FiberNet
 
 


    5,000
 
 
 


    5,000

    Pulver
FreeWorld Dial-up
 
 
 
 
 
 


    0

    Parkway
Phase 2
 
 
 
 
 
 


    0

    Equipment
 
 


    25,300

    0

    0

    0

    25,300

    Conference/marketing
 
 


    1,000
 
 
 


    1,000

    Aggregate
Networks
 
 


    3,000
 
 
 


    3,000

    AlphaWest
Capital
 
 
 
 


    2,000
 


    2,000

    Fundraising
 
 
 
 
 
 


    0

    Consulting
expenses
 
 


    5,000
 
 
 


    5,000

    Research
 
 
 
 
 
 


    0

    B
of D stipend
 
 
 
 
 
 


    0

    Interest
expense - UTFC
 
 
 
 
 
 


    o

    Interest
expense - Ridgeline
 
 
 
 
 
 


    0

    Other
 
 


    9,000

    0

    2,000

    0

    11,000

    Total
Expenses
 
 


    92,396

    0

    116,442

    0

    208,838

    FourfhGear
 
 


    1,000
 
 
 


    1,000
 


    Office
Team
 
 


    1,500
 
 
 


    1,500
 


    David
Burns
 
 


    500
 
 
 


    500
 


    Earl
Demorest
 
 
 
 
 
 


    0
 


    Internal
revenue
 
 
 
 
 
 


    0
 


    Utah
state tax commission
 
 
 
 
 
 


    0
 


    Vocal
Data
 
 


    10,000
 


    10,000
 


    20,000
 


    Genuity
 
 


    500
 


    500
 


    1,000
 


    Ed
Ekstrom
 
 
 
 
 
 


    0
 


    Dave
Bailey credit card
 
 
 
 
 
 


    0
 


    American
Banknote
 
 
 
 
 
 


    0
 


    Westchester
invesment Ptnrs
 
 
 
 
 
 


    0
 


    George
Kiser, et al
 
 


    1,000
 
 
 


    1,000
 


    Work
Comp
 
 


    1,100
 
 
 


    1,100
 


    Xtend
Communications
 
 


    2,500
 
 
 


    2,500
 


    Swindler,
Berlin
 
 


    5,000
 
 
 


    5,000
 


    Sreve
Stewart
 
 
 
 
 
 


    0
 


    Accounts
payable
 
 


    23,100

    0

    30,500

    0

    53,600
 


    
    

     

    Total
budget

    Total
budget                                      (115,496)         0
|          (140,386)                                                   0|
(255,882)

    


     

    Submitted
by:                         Rob
Lester                    

    Date
Updated:                       May 10,
2004                     


    
      
        
          Page 12
of 12

          CTRIPromissory
Note_052804

        

         


      

      
        14

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

     

    ❖ If
stock, complete this portion:

     

    shares of
the                                                       stock
of                                              

    represented
by certificate(s)
Number(s)                                                                                                                           

    In
the name of the undersigned on the books of said company.

     

    ❖ If
Bonds, complete this portion:

     

    bonds of IMHI (fka Ceristar,
Inc.)

    


    


     

    in the principal amount of $
35,000 Number(s) May 28,
2009

    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

     

    SOVCAP EQUITY PARTNERS.
LTD

     

    Signature

    


    


     

    Date

     

    Date
11-4-07


    
      
        
          Signature

          
            	
                     
      

                  	
                    BY:
      BARRY W. HERMAN PRESIDENT 

                  


          

        

         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    CERISTAR, INC. PROMISSORY
NOTE

     

    $69,000.00        

     

    Original
Issue Date:

    June 16,
2004

    


    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC., a Delaware corporation with offices
at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD., a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd., Cumberland House #27, Cumberland Street,
P.O. Box N-10818, Nassau, New Providence, The Bahamas or at such other place as
may be designated by the holder hereof in writing, the principal sum of
SIXTY-NINE THOUSAND DOLLARS ($69,000.00), without interest, except as specified
herein.

     

    1. Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120th day
following the issue date of this Note. The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by
law. For purposes of this Note, the Repayment Percentage shall mean one and
one-half percent (1.5%) of the outstanding principal amount of this Note. All
payments by the Maker on account of principal, premium, interest or fees
hereunder shall be made in money of the United States of America that at the
time of payment is legal tender, by wire transfer of immediately available
funds.

     

    2. Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum. Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law.

     

    3. Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    
      	
              a.  

            	
              June
      2004 operating budget, as provided by the Company in attached Exhibit
      B

            


    

     

    b. Consulting
fees, as agreed

     

    4. Conversion.

     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock").

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium).

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price. Fractional shares will not be issued.
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder. For purposes of this Note,
the "Conversion Price" shall mean the product of (a) .75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date.

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indernnification undertaking with respect to such shares in the case of the
loss, theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date."

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date.

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice. The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4.

     

    (h) If any
adjustment to the Conversion Price to be made pursuant to clause (j) of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment.

    


     

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time. All shares of Common Stock issued upon conversion of this Note
shall be

     

    fully
paid and nonassessable. The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved
for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be.

    


     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows:

    


     

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire. For purposes of this
Agreement, "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Maker's assets to another Person (as defined below), or other similar
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, or assets with respect to or in exchange for Common Stock; and
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof.

    


     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder. The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission.

    


     

    (1)      Unless
the Note is under Default (as defined in Section 5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(ii) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9.99% of the outstanding shares of the Common Stock following the
conversion. For purposes of the foregoing proviso, the aggregate number of
shares of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 13(d) of the 1934 Act.

     

    5. Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable; (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due; (c) the Maker shall make a general
assignment for the benefit of creditors; (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing; then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver.

     

    6. NEGATIVE
COVENANTS. The provisions of this Section 6 shall remain in effect so long as
any of the Bridge Notes shall remain outstanding.

    


     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (a)     Restrictions
on Debt. Hereafter, the Company will not create, assume, or incur or become or
at any time be liable in respect of, any Debt, except: Bridge Notes issued
pursuant to this Agreement; Debt outstanding on the date hereof to the extent
reflected on the most recent balance sheet of the Company or incurred in the
ordinary course of business thereafter and debt incurred to accomplish duties
and obligations of the Company under contracts to provide customer premises
equipment, services, or other related obligations to existing or new customers
of the Company as a result of business contracts; Purchase money security
interests not to exceed $250,000 per year; and Secured debt in an aggregate
principal amount up to $20 million.

    (i)      Definition
of Debt. For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean: all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument; all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise; all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable; all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness; all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession of such property all bankers' acceptances
and letters of credit; and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA.

     

    (b) Restrictions
on Equity Sales. The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below.

     

    (c) Restrictions
on Transactions with Affiliates. The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business. The Company will not increase the salary of any executive officer, or
the remuneration of any director.

     

    (d) Restrictions
on Investments. Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, properly, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition; certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of deposit or eurodollar certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement); commercial paper of any Person that
is not a subsidiary or an Affiliate of the Company, maturing within one hundred
eighty days after the date of acquisition; bank loan participations; and money
market instruments having maturities of not more than one hundred eighty days
from the date of acquisition, or one year from the date of acquisition in the
case of money market instruments being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement); in all cases of such credit quality as a
prudent business person would invest in. As used in this Section, "Excess Cash" shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof.

    


     

    (e)     Change
in Business; Operations. The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in

     

    Business"). The business of
the Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity.

    


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (f)     Exceptions
With Consent of Purchasers. The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action. The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder.

     

    7. No Waiver; Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder.

     

    8. Costs and Expenses.
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether, or not legal proceedings are initiated.

     

    9. Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    10. Governing Law; Jurisdiction
and Service of Process. This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note. Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process. Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served.

     

    11. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    12. Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof.

     

    13. Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    14. Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.

     

    15. Set-off,
Counterclaim. In the event the holder hereof seeks to enforce its rights
under this Note, the Maker waives the right to interpose any set-off or
counterclaim of any nature or description against the holder.

     

    16. Headings. The
headings in this Note are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Note.

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written.

    
      	
               

            


    

    


    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
EXHIBIT A


    CONVERSION
NOTICE

     

    Reference
is made to terms and conditions of the Note, dated April 14, 2004, in the
principal amount of $69,000.00, and registered in the name of SovCap Equity
Partners, Ltd. {NAME OF HOLDER} (the "Note"). In accordance with
and pursuant to the terms of the Note, the undersigned hereby elects
to

    convert
$                                in
principal amount of the Note into shares of Common Stock, $.001 par
value

    per share
(the "Common Stock"), of
the Company, by tendering the original Note specified below as of the date
specified below.

    


     

    Date of
Conversion:                                                                                                                         

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please
confirm the following information:

    


     

    Conversion
Price:

     

    Number of
shares of Common Stock to be issued:

     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

    


     

    Issue
to:                                                             

    


    


     

    Facsimile
Number:

    


     

    Authorization:                                                             

    


     

    By:                                                

     

    Title:                                                

     

    Dated:                                                

    


     

    If
electronic book entry transfer, complete the following:

    Account
Number:                                                             

    Transaction
Code
Number:                                                             


    
      
        
          CTRIPromissory
Note_061604                                                                                                                   
- 1 -

        

         


      

      
        21

        
          

        

      

      
         


      

    


    


     

    
      
      

    

    COMPANY
ACKNOWLEDGEMENT TO CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED: CERISTAR,
INC.

    


    


     

    By:                                                             

    Name:
Title:

    


     

    Date:


    
      
        
          CTRIPromissory
Note_061604

        

         


      

      
        22

        
          

        

      

      
         


        
          EXHIBIT
B CERISTAR JUNE OPERATING BUDGET

        

      

    


    Supplier

    United
Healthcare

     

    Ridgeline

    Qwest

    Vocal
Data

     

    Provo
Cable

    Provo
City Utilities

    Amer City
Fork

     

    Eschelon

    Elliott
Bay Eng

    Highland
Lakes

    Advanced
Tel Group

    


    


    $5,924.00
$5,500.00 $25,000.00 $10,000.00 $1,400.00 $2,000.00 $1,500.00 $2,400.00 $880.00
$728.00 $521.99

     

    Amount
Current Amount Past Due Total

    $5,924.00

    $5,500.00
Parkway Eq. $20,000.00 $45,000.00 $9,159.00 $19,159.00 $1,528.16 $2,928.16
$2,015.34 $4,015.34

     

    $1,500.00
Fiber Lease $2,400.00 Bandwidth $880.00 $728.00 Billing $521.99 Long
Distance

    


     

    


    


     

    Wired
Attorney SEC Attorney

    


     

    WIRED
Settlement

    


    $55,853.99

    $35,358.95
$91,212.94

    


     

    $10,000.00
$10,000.00

     

    90000
30000 20000 20000 20000

    25000
Equipment replacement

    
      	
              Payroll
      Schedule

            


    

    
      	
              Sub-total

            


    

    


     

    
      
        
          	 
      	 
      	 
      	 
      	 
      
	
                  Medicare

                	
                  Soc
      Sec

                	
                  Payday

                  Totals

                	
                  Annual
      Totals

                	
                  Annual

                
	
                  43.50

                	
                  166.00

                	
                  3,229.50

                	
                  83,967

                	
                  78,000

                
	
                  36.25

                	
                  185,00

                	
                  2,691.25

                	
                  69,973

                	
                                                 65,000

                
	
                  41.83

                	
                  178.85

                	
                  3,105.29

                	                         
      80,738	
                  75,000

                
	
                  18.07

                	
                  77.26

                	
                  1,341.48

                	
                  34,379

                	
                  32,400

                
	
                  33.46

                	
                  143.08

                	
                  2,484.23

                	
                  64,590

                	
                  60,000

                
	33.46 	
                  143.08 

                	2,484.23	64,590 	60,000 
	
                  15.62

                	
                  66.77

                	
                  1,159.31

                	
                  30,142

                	
                  28,000

                
	
                  33.46

                	
                  143.08

                	
                  2,484.23

                	
                  64,590

                	
                  0,000

                
	
                  33.46

                	
                  14108

                	
                  2,484.13

                	
                  64,590

                	
                  60,000

                
	 
      	 
      	
                  2,000.00

                	
                  48,000

                	
                  48,000

                
	 
      	 
      	
                  23.463,75

                	
                  606,058

                	
                  566.400

                


        

      

    

     

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    IRREVOCABLE
STOCK OR BOND POWER

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

     

    ❖ if
stock, complete this portion:

    


     

    shares of
the                                                       stock
of                                       

    


     

    represented
by certificate(s)
Number(s)                                                                                                                    

    


     

    In
the name of the undersigned on the books of said company,

     

    ❖ If
Bonds, complete this portion:

     

    bonds of IMHI (fka Ceristar,
Inc.)

    


    


     

    in
the principal amount of $ 69,000 Number(s)
June 16, 2004

    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    


    


    


     

    Date

    Signature
BY:    BARRY W. HERMAN PRESIDENT

     

    11/4/07                                             

    Date

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        
CERISTAR,
INC PROMISSORY NOTE

    

    


     

    $55,000
00

    


    Original
Issue Date July 1,2004

    


    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC, a Delaware corporation with offices at
50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD, a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd, Cumberland House #27, Cumberland Street, P O
Box N-10818, Nassau, New Providence, The Bahamas or at such other place as may
be designated by the holder hereof in writing, the principal sum of FIFTY-FIVE
THOUSAND DOLLARS ($55,000.00),
without interest, except as specified herein

     

    1 Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120th day
following the issue date of this Note The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by law
For purposes of this Note, the Repayment Percentage shall mean one and one-half
percent (15%) of the outstanding principal amount of this Note All payments by
the Maker on account of principal, premium, interest or fees hereunder shall be
made in money of the United States of America that at the time of payment is
legal tender, by wire transfer of immediately available funds

     

    2 Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    3 Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

     

     

    


    Wired,
LLC Settlement Agreement, Commitment Letter attached as Exhibit B

    Pemberley
development fiber-to-the-premises, equipment installation Consulting fees, as
agreed



    
      
        
          -12-

          CTRIPromissory
Note_061604

        

         


      

      
        25

        
          

        

      

      
         


      

    


    


     

    4 Conversion

     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock")

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium)

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price Fractional shares will not be issued
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder For purposes of this Note,
the "Conversion Price" shall mean the product of (a) 75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11 59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date "

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following
the date of receipt by the Maker or the Transfer Agent of this Note to be
converted pursuant to a Conversion Notice, a certificate for the number of
shares of Common Stock to which each Holder is entitled upon Holder's conversion
of this Note, in addition to all other available remedies which such Holder may
pursue hereunder, the Maker shall pay additional damages to Holder on each day
after the fifth (5th) business day following the date of receipt by the Maker or
the Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4

     

    (h) If anv
adjustment to the Conversion Price to be made pursuant to clause ffi of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment

    


     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time All shares of Common Stock issued upon conversion of this Note shall
be

     

    fully
paid and nonassessable The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be

    


     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows:

    


     

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased

     

    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire For purposes of this
Agreement, "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Maker's assets to another Person (as defined below), or other similar
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, or assets with respect to or in exchange for Common Stock, and
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof.

    


     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission

    


     

    (1)      Unless
the Note is under Default (as defined in Section .5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(ii) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9 99% of the outstanding shares of the Common Stock following the
conversion For purposes of the foregoing proviso, the aggregate number of shares
of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 13(d) of the 19.34 Act

     

    5       Events of Default If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable, (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due, (c) the Maker shall make a general
assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver

    


     

    6.        NEGATIVE
COVENANTS The provisions of this Section 6 shall remain in effect so long as any
of the Bridge Notes shall remain outstanding

    


     

    (a)     Restrictions
on Debt   Hereafter, the Company will not create, assume, or
incur or become or at any time be liable in respect of, any Debt, except Bridge
Notes issued pursuant to this Agreement, Debt outstanding on the date hereof to
the extent reflected on the most recent balance sheet of the Company or incurred
in the ordinary course of business thereafter and debt incurred to accomplish
duties and obligations of the Company under contracts to provide customer
premises equipment, services, or other related obligations to existing or new
customers of the Company as a result of business contracts, Purchase money
security interests not to exceed $250,000 per year, and Secured debt in an
aggregate principal amount up to $20 million

     

    (i)      Definition
of Debt For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean: all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument, all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise, all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable, all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Per son, even though such Person
has not assumed or become liable for the payment of such indebtedness, all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession of such property all bankers' acceptances
and letters of credit, and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (b) Restrictions
on Equity Sales The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below

     

    (c) Restrictions
on Transactions with Affiliates, The Company will not make anv loans or advances
to anv of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business The Company will not increase the salary of any executive officer, or
the remuneration of any director

     

    (d) Restrictions
on Investments Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition, certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of deposit or eurodollar certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement), commercial paper of any Person that
is not a subsidiary or an Affiliate of the Company, maturing within one hundred
eighty days after the date of acquisition, bank loan participations, and money
market instruments having maturities of not more than one hundred eighty days
from the date of acquisition, or one year from the date of acquisition in the
case of money market instruments being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement), in all cases of such credit quality as a
prudent business person would invest in As used in this Section, "Excess Cash" shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof

    


     

    (e)     Change
in Business, Operations The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in

     

    Business") The business of the
Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity

    


     

    (f)      Exceptions
With Consent of Purchasers. The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder

     

    7 No Waiver. Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    8 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    9 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    10 Governing Law. Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    11 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    12 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof

     

    13 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

    


     

    14.     Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    15 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    16 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
       

    

    EXHIBIT
A- CONVERSION NOTICE

     

    Reference
is made to terms and conditions of the Note, dated July 1, 2004, in the
principal amount of $5.5,000 00 (the "Note"), and registered in the
name of SovCap Equity Partners, Ltd In accordance with

    and
pursuant to the terms of the Note, the undersigned hereby elects to convert
$in

    principal
amount of the Note into shares of Common Stock, $ 001 par value per share (the
"Common Stock"), of the
Company, by tendering the original Note specified below as of the date specified
below

    


     

    Date of
Conversion                                                                                                                                

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please
confirm the following information:

    


     

    Conversion
Price

    


     

    Number of
shares of Common Stock to be issued:

    


     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the

     

     

     

    Issue
to:                                                                

    


    


     

    Facsimile
Number

     

    Authorization:                                                                

    


     

    By:                                                  

     

    Title                                                  

    Dated:                                                  

    


     

    If
electronic book entry transfer, complete the following:

    Account
Number                                                                

    Transaction
Code
Number:                                                                


    
      
        
          -2-

           

          CTRIPromissory
Note_070104

        

         


      

      
        31

        
          

        

      

      
         


      

    


    


     

    COMPANY
ACKNOWLEDGEMENT TO CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED CERISTAR, INC.

    


    


    


     

    By:                                                                

    Name
Title

    


     

    Date;


    
      
        
          - 11
-

          CTRJ_Promissory
Note_070104

        

         


      

      
        32

        
          

        

      

      
         


      

    


    
      IRREVOCABLE
STOCK OR BOND POWER

    

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖   If
stock, complete this portion:

    


     

    shares
of
the                                                       stock
of_

    


     

    represented
by certificate(s) Number(s)_

    


     

    In
the name of the undersigned on the books of said company.

    


    


     

    ❖    If
Bonds, complete this portion:

     

    bonds of   IMHI (fka
Ceristar, Inc.)

     

    


     

    in

    


    the
principal amount of $ 55,000Number(s) July 1, 2004

    


    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    Signature
Date BY:    BARRY W. HERMAN

     

    PRESIDENT

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    CERISTAR,
INC. PROMISSORY NOTE

    


     

    $35,000.00

    


    Original
Issue Date July 9, 2004

    


    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC , a Delaware corporation with offices
at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD, a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd., Cumberland House #27, Cumberland Street, P.O
BoxN-10818, Nassau, New Providence, The Bahamas or at such other place as may be
designated by the holder hereof in writing, the principal sum of THIRTY-FIVE
THOUSAND DOLLARS ($35,000.00), without interest, except as specified
herein

     

    1 Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120th day
following the issue date of this Note The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by
law. For purposes of this Note, the R-epayment Percentage shall mean one and
one-half percent (1.5%) of the outstanding principal amount of this Note All
payments by the Maker on account of principal, premium, interest or fees
hereunder shall be made in money of the United States of America that at the
time of payment is legal tender, by wire transfer of immediately available
funds

     

    2 Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law.

     

    3 Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    a   July
9, 2004 payroll and other agreed expenses b   Consulting fees, as
agreed 4. Conversion

     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock")

     

    (b) If the
Holder- elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium)

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price Fractional shares will not be issued
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder For' purposes of this Note,
the "Conversion Price" shall mean the product of (a) 75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11 59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Alaker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date "

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4

     

    (h) If any
adjustment to the Conversion Price to be made pursuant to clause (j) of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time AH shares of Common Stock issued upon conversion of this Note shall
be

     

    fully
paid and nonassessable The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be

    


     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows

    


     

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased

     

    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire For purposes of this
Agreement, "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Maker's assets to another Person (as defined below), or other similar
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities, or assets with respect to or in exchange for Common Stock, and
"Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof.

    


     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission

    


     

    (1)      Unless
the Note is under Default (as defined in Section 5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(ii) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9 99% of the outstanding shares of the Common Stock following the
conversion For purposes of the foregoing proviso, the aggregate number of shares
of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 1.3(d) of the 1934 Act

     

    5 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable, (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due, (c) the Maker shall make a general
assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to

    


     

    together
with interest accrued thereon, without presentment, demand, protest or notice,
all of which are hereby waiver

     

    6 NEGATIVE
COVENANTS. The provisions of this Section 6 shall remain in effect so long as
any of the Bridge Notes shall remain outstanding

    


     

    (a)     Restrictions
on Debt   Hereafter, the Company will not create, assume, or
incur or become or at any time be liable in respect of, any Debt, except: Bridge
Notes issued pursuant to this Agreement, Debt outstanding on the date hereof to
the extent reflected on the most recent balance sheet of the Company or incurred
in the ordinary course of business thereafter and debt incurred to accomplish
duties and obligations of the Company under contracts to provide customer
premises equipment, services, or other related obligations to existing or new
customers of the Company as a result of business contracts, Purchase money
security interests not to exceed $250,000 per year, and Secured debt in an
aggregate principal amount up to $20 million

     

    (i)      Definition
of Debt For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument, all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise, all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable, all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness, all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession of such property all bankers' acceptances
and letters of credit, and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA

     

    (b) Restrictions
on Equity Sales The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below

     

    (c) Restrictions
on Transactions with Affiliates The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business The Company will not increase the salary of any executive officer, or
the remuneration of any director

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (d) Restrictions
on Investments Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition, certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of deposit or eurodollar certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement), commercial paper of any Person that
is not a subsidiary or an Affiliate of the Company, maturing within one hundred
eighty days after the date of acquisition, bank loan participations, and money
market instruments having maturities of not more than one hundred eighty days
from the date of acquisition, or one year from the date of acquisition in the
case of money market instruments being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement), in all cases of such credit quality as a
prudent business person would invest in As used in this Section, "Excess Cash" shall mean that portion
of the proceeds of the Bridge Notes that has not been invested as described in
Section 3 hereof

    


     

    (e)     Change
in Business, Operations The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in

     

    Business") The business of the
Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity

    


     

    (f)      Exceptions
With Consent of Purchasers The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder

     

    7 No Waiver; Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    8 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    9 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    10 Governing Law, Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    11 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    12 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof.

     

    13 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    14 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    15 Set-off, Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    16 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

     

    [Missing Graphic Reference]

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    EXHIBIT A

     

    CONVERSION NOTICE 

     

    Reference
is made to terms and conditions of the Note, dated July 9,
2004, in the principal amount of $35,000 00 (the "Note"), and registered in the
name of SovCap Equity Partners, Ltd In accordance with

    and
pursuant to the terms of the Note, the undersigned hereby elects to convert
$in

    principal
amount of the Note into shares of Common Stock, $.001 par value per share (the
"Common Stock"), of the
Company, by tendering the original Note specified below as of the date specified
below

     

    Date of
Conversion                                                                          

     

    Principal
Amount of Note to be converted

    Redemption
Premium                                                                          

    Accrued
Interest and/or Fees

    Total
Amount of Note to be Converted

     

    Please
confirm the following information:

    Conversion
Price:

     

    Number of
shares of Common Stock to be issued

    


     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the

    


    


     

    Issue
to:

    


    


     

    Facsimile
Number

    


     

    Authorization:

    


     

    By:                                                  

    Title                                                  

     

    Dated                                                  

    


     

    If
electronic book entry transfer, complete the following

    Account
Number:                                                                

    Transaction
Code
Number:                                                                


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    


    COMPANY
ACKNOWLEDGEMENT CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED CERISTAR, INC.

    


    


    


     

    By                                                                

    Name:
Title

    


     

    Date:


    
      
        
          - 11
-

          CTRI_Promissory
Note_070904

        

         


      

      
        40

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    If
stock, complete this portion:

    


     

    shares of
the                                                       stock
of

    


     

    represented
by certificate(s) Number(s)_

    


     

    In the
name of the undersigned on the books of said compay.

    


    


     

    If
Bonds, complete this portion:

    


     

    bonds of IMHI (fka Ceristar,
Inc.)

    


    


     

    in the principal amount of
$35,000 Number(s)  July 9,
2004

    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    Date

    Date


    
      
        
          Signature
BY:    BARRY W. HERMAN PRESIDENT

        

         


      

      
        41

        
          

        

      

      
         


      

    

     

     

    CERISTAR,
INC. PROMISSORY NOTE

    $36,300.00

    


    Original
Issue Date: August 23, 2004

    


    


     

    FOR VALUE
RECEIVED, the undersigned, CERISTAR, INC., a Delaware corporation with offices
at 50 West Broadway, Suite 1100, Salt Lake City, UT, 84101 (the "Maker"),
unconditionally promises to pay to the order of SOVCAP EQUITY PARTNERS, LTD., a
Bahamas corporation, or its registered assigns (the "Holder"), at its office at
c/o Lion Corporate Securities Ltd., Cumberland House #27, Cumberland Street,
P.O. Box N-10818, Nassau, New Providence, The Bahamas or at such other place as
may be designated by the holder hereof in writing, the principal sum of
THIRTY-SIX THOUSAND, THREE HUNDRED DOLLARS ($36,300.00), without interest,
except as specified herein.

     

    1. Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the 120ta day
following the issue date of this Note. The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time. Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by
law. For purposes of this Note, the Repayment Percentage shall mean one and
one-half percent (1.5%) of the outstanding principal amount of this Note. All
payments by the Maker on account of principal, premium, interest or fees
hereunder shall be made in money of the United States of America that at the
time of payment is legal tender, by wire transfer of immediately available
funds.

     

    2. Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum. Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law.

     

    3. Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    a. Operating
expenses, as agreed

    b. Payroll

    c. Consulting
fees, as agreed

     


    
      
        
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          4. Conversion

        

      

    


    


     

    (a) At any
time after the date that is 120 days following the issue date of this Note and
from time to time, the Holder may convert all or any portion of this Note,
together with the Repayment Percentage, and accrued and unpaid interest and fees
due on this Note (the "Conversion Amount") into shares of common stock of the
Maker (the "Common Stock").

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium).

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price. Fractional shares will not be issued.
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder. For purposes of this Note,
the "Conversion Price" shall mean the product of (a) .75 and (b) the average
closing bid price of the Common Stock for the five trading days ending on the
trading day immediately preceding the Conversion Date.

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11:59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice. The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date."

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder. Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company.

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date.

     

    (a) 


    
      
        
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    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder' on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1.0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice. The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4.

     

    (h) If any
adjustment to the Conversion Price to be made pursuant to clause (j) of this
Section 4 becomes effective immediately after a record date for an event as
therein described, and conversion occurs prior to such event but after the
record date, the Maker may defer issuing, delivering, or paying to Holder any
additional shares of Common Stock or check for any cash remainder required by
reason of such adjustment until the occurrence of such event, provided that the
Maker delivers to Holder a due bill or other appropriate instrument evidencing
the Holders' right to receive such additional shares or check upon the
occurrence of the event giving rise to the adjustment.

    


     

    (i)          Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time. All shares of Common Stock issued upon conversion of this Note
shall be

     

    fully
paid and nonassessable. The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be.

    


     

    (j)     The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows:

    


     

    (i)      If
the Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.

     

    (ii)     Prior
to the consummation of any Organic Change (as defined below), the Maker will
make appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and

    satisfactory
to Holder), the obligation to deliver to Holder such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, that
Holder may be entitled to acquire. For purposes of this Agreement, "Organic
Change" means any recapitalization, reorganization, reclassification,
consolidation, merger, or sale of all or substantially all of the Maker's assets
to another Person (as defined below), or other similar transaction which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities, or assets
with respect to or in exchange for Common Stock; and "Person" means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, and a government or any
department or agency thereof.

    


     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder. The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission.

    


     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    (1)      Unless
the Note is under Default (as defined in Section 5 of the Note) or unless prior
to an Organic Change (as defined in Section 4(j)(ii) of the Note), in no event
shall the Holder be entitled to convert the Notes in excess of that number,
which upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the holder and its affiliates to
exceed 9.99% of the outstanding shares of the Common Stock following the
conversion. For purposes of the foregoing proviso, the aggregate number of
shares of common stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock issuable upon conversion or
exercise of the Notes with respect to which the determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon
(i) conversion of the remaining unconverted Notes owned by the Holder or its
affiliates, and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the holder and it affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(1), beneficial ownership shall be
calculated in accordance with Section 13(d) of the 1934 Act.

     

    5. Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable; (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due; (c) the Maker shall make a general
assignment for the benefit of creditors; (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing; then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver.

     

    6. NEGATIVE
COVENANTS. The provisions of this Section 6 shall remain in effect so long as
any of the Bridge Notes shall remain outstanding.

    


     

    (a)     Restrictions
on Debt. Hereafter, the Company will not create, assume, or incur or become or
at any time be liable in respect of, any Debt, except: Bridge Notes issued
pursuant to this Agreement; Debt outstanding on the date hereof to the extent
reflected on the most recent balance sheet of the Company or incurred in the
ordinary course of business thereafter and debt incurred to accomplish duties
and obligations of the Company under contracts to provide customer premises
equipment, services, or other related obligations to existing or new customers
of the Company as a result of business contracts; Purchase money security
interests not to exceed $250,000 per year; and Secured debt in an aggregate
principal amount up to $20 million.

    (i)      Definition
of Debt. For purposes of this Agreement, the capitalized term "Debt" of any
Person shall mean: all indebtedness of such Person for borrowed money, including
without limitation obligations evidenced by bonds, debentures, Bridge Notes, or
other similar instrument; all indebtedness guaranteed in any manner by such
Person, or in effect guaranteed by such Person through an agreement to purchase,
contingent or otherwise; all accounts payable which, to the knowledge of such
Person, have remained unpaid for a period of 90 days after the same become due
and payable in accordance with their respective terms taking into account any
grace period relating to the due date expressly set forth in the applicable
invoice with respect to the payment of such accounts payable; all indebtedness
secured by any mortgage, lien, pledge, charge, security interest or other
encumbrance upon or in property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness; all
indebtedness created or arising under any conditional sale agreement or lease in
the nature thereof (including obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted accounting
principles, recorded as capitalized leases) (but excluding operating leases) or
other title

     

    retention
agreement with respect to property acquired by such Person, even though the
rights and remedies of the seller or lender- under such agreement in the event
of default are limited to repossession of such property all bankers' acceptances
and letters of credit; and liabilities in respect of unfunded vested benefits
under Plans covered by Title IV of ERISA.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    (b) Restrictions
on Equity Sales. The Company will not offer or enter into an agreement to sell
equity securities of the Company, under private placement memorandum or other
private offering document or letter, whether of equity securities, convertible
debt securities, or securities or instruments convertible into or exchangeable
for debt or equity securities of the Company, except through an underwritten
public offering or after receiving approval by the purchaser as described in
6(f) below.

     

    (c) Restrictions
on Transactions with Affiliates. The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business. The Company will not increase the salary of any executive officer, or
the remuneration of any director.

    


     

    (d)     Restrictions
on Investments. Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition; certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of deposit or eurodollar certificates of deposit being used to
secure the Company's reimbursement obligations under letters of credit (provided
that nothing contained herein shall be construed to permit letters of credit not
otherwise permitted under this Agreement); commercial paper of any Person that
is not a subsidiary or an Affiliate of the Company, maturing within one hundred
eighty days after the date of acquisition; bank loan participations; and money
market instruments having maturities of not more than one hundred eighty days
from the date of acquisition, or one year from the date of acquisition in the
case of money market instruments being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement); in all cases of such credit quality as a
prudent business person would invest in. As used in this Section, "Excess Cash"
shall mean that portion of the proceeds of the Bridge Notes that has not been
invested as described in Section 3 hereof.

    


     

    (e)     Change
in Business; Operations. The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in

     

    Business").
The business of the Company and its subsidiaries shall not be conducted in
violation of any law, ordinance, or regulation of any governmental
entity.

    


     

    (f)      Exceptions
With Consent of Purchasers. The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action. The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder.

     

    7. No Waiver; Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder.

     

    8. Costs and Expenses.
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    9. Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    10. Governing Law; Jurisdiction
and Service of Process. This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 11 of this Note. Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process. Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    11. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    12. Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual

     

    13. Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    14. Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.

     

    15. Set-off,
Counterclaim. In the event the holder hereof seeks to enforce its rights
under this Note, the Maker waives the right to interpose any set-off or
counterclaim of any nature or description against the holder,

     

    16. Headings. The
headings in this Note are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Note.

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written..

     

    [Missing Graphic Reference]

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    CONVERSION NOTICE

     

    Reference
is made to terms and conditions of the Note, dated August 23, 2004, in the
principal amount of §36,300.00 (the "Note"), and registered in the
name of SovCap Equity Partners, Ltd. In accordance with

    and
pursuant to the terms of the Note, the undersigned hereby elects to convert
$                                                                                                                                in

    principal
amount of the Note into shares of Common Stock, $ .001 par value per share (the
"Common

    Stock"),
of the Company, by tendering the original Note specified below as of the date
specified below.

    


     

    Date of
Conversion:                                                                                                                        

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please confirm the following
information:

    


     

    Conversion
Price:

     

    Number of
shares of Common Stock to be issued:

     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

    


     

    Issus
to:

    


    


     

    Facsimile
Number:

    


     

    Authorization:                                                             

    


     

    By:                                                

    Title:                                                

     

    Dated:                                                

    


     

    If
electronic book entry transfer, complete the following:

    Account
Number:                                                             

    Transaction
Code
Number:                                                           


    
      
        
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    COMPANY
ACKNOWLEDGEMENT TO CONVERSION NOTICE

     

    ACKNOWLEDGED
AND AGREED: CERISTAR, INC.

    


    


     

    By:                                                            

    Name:
Title:

    


     

    Date:


    
      
        
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          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖   If
stock, complete this portion:

    


     

    shares
of
the                                                       stock
of_

    


     

    represented
by certificate(s) Number(s)_

    


     

    In
the name of the undersigned on the books of said company.

    


    


     

    ❖   If
Bonds, complete this portion:

     

    bonds
of IMHI (fka Ceristar, Inc.

    


    


    


    


    


     

    in
the principal amount of $
36,300                                                                           Number(s)
August 23, 2004

    
 

    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    
       

    

    


    


    


     

    Date


    
      
        
          Signature
BY:    BARRY W. HERMAN PRESIDENT

        

         


      

      
        50

        
          

        

      

      
         


        
          ENDAVO
MEDIA AND COMMUNICATIONS, INC. PROMISSORY
NOTE

        

      

    


    $20,000

    


    Original
Date: August 19, 2005

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD., a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd., Cumberland House #27,
Cumberland Street, P.O. Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of TWENTY THOUSAND DOLLARS ($20,000), together with interest, as
specified herein.

     

    1. Payments. The Maker
agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note. The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice. All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds.

     

    2. Interest. Interest on
this Note shall accrue at the rate of six percent (6%) per annum on the unpaid
principal balance from the date hereof until the principal sum has been paid in
full. Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand). Notwithstanding
anything to the contrary contained herein, no payments that are considered
interest shall accrue or be payable at a rate in excess of the maximum amount
permitted by law.

     

    3. Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable; (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due; (c) the Maker shall make a
general assignment for the benefit of creditors; (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing; then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waived.

     

     


    
      
        
          NY\25530U

        

         


      

      
        51

        
          

        

      

      
         


      

    


    


     

    4. No Waiver; Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder.

     

    5. Costs and Expenses.
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    6. Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    7. Governing Law;
Jurisdiction and
Service of Process. This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws. The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument. In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 10 of this Note. Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the Maker shall appear
or answer such summons, complaint, or other process. Should the Maker so served
fail to appear or answer within such 30-day period or such extended period, as
the case may be, the Maker shall be deemed in default and judgment may be
entered by the Holder against the Maker as demanded in any summons, complaint,
or other process so served.

     

    8. Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    9. Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof.

     

    4. 


    
      
        
          2

          NY\255301
1

        

         


      

      
        52

        
          

        

      

      
         


      

    


    


     

    10. Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    11. Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.

     

    12. Set-off,
Counterclaim. In the event the holder hereof seeks to enforce its rights under
this Note, the Maker waives the right to interpose any set-off or counterclaim
of any nature or description against the holder.

     

    13. Headings. The
headings in this Note are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Note.

    


     

    [signature
on next page]


    
      
        
          3

          NY\255.301
1

        

         


      

      
        53

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written.

    


    


     

    ENDAVO
MEDIA AND COMMUNICATIOS, INC.

    
      
      

    

    


    


    


    


    


    


    


    


     

    [CORPORATE
SEAL]


    
      
        
          4

          NYV255301
1

        

         


      

      
        54

        
          

        

      

      
         


      

    



    
      
         


      

      
        55

        
          

        

      

      
         


        
          ENDAVO
MEDIA AND COMMUNICATIONS, INC. PROMISSORY
NOTE

        

      

    


    


     

    $4,500                    

                                                                                          
Original Date September 9,
2005

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd , Cumberland House #27,
Cumberland Street, P.O. Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500), together with
interest, as specified herein

     

    1 Payments. The Maker
agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Interest. Interest on
this Note shall accrue at the rate of six percent (6%) per annum on the unpaid
principal balance from the date hereof until the principal sum has been paid in
full Without limiting any of the rights of the holder of this Note under Section
4 of this Note, if any payment of principal or premium thereon is not made when
the same shall become due and payable hereunder, a premium shall accrue on the
principal amount due at a rate per annum equal to twenty=four percent (24%) per
annum from the due date (upon demand) Notwithstanding anything to the contrary
contained herein, no payments that are considered interest shall accrue or be
payable at a rate in excess of the maximum amount permitted by law

     

    3 Events of Default If
any of the following conditions or events shall occur and be continuing; (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable; (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless ail defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waived

     


    
      
        
          NY\255301.1

        

         


      

      
        56

        
          

        

      

      
         


      

    


    


     

    4 No Waiver; Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    5 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    6 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    7 Governing Law; Jurisdiction
and Service of
Process This Note shall be governed by and construed in accordance with
the laws of the State of Utah, without giving effect to conflict of laws The
Maker hereby irrevocably consents to the jurisdiction of the courts of the State
of Utah and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note, any document or
instrument delivered pursuant to, in connection with, or simultaneously with,
this Note or a breach of this Note or any such document or instrument In any
such action or proceeding, the Maker waives personal service of any summons,
complaint, or other process and agrees that service thereof may be made in
accordance with Section 10 of this Note Within 30 days after such service, or
such other time as may be mutually agreed upon in writing by the attorneys for
the parties to such action or proceeding, the Maker shall appear or answer such
summons, complaint, or other process Should the Maker so served fail to appear
or answer within such 30-day period or such extended period, as the case may be,
the Maker shall be deemed in default and judgment may be entered by the Holder
against the Maker as demanded in any summons, complaint, or other process so
served

     

    8 Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and

     

    its
successors and assigns, including subsequent holders hereof

     

    9 Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof.

     

    9 


    
      
        
          2

          NY\255301.1

        

         


      

      
        57

        
          

        

      

      
         


      

    


    


     

    10 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction.

     

    11 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    12 Set-off. Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    13 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]


    
      
        
          3

          NY\255301.1

        

         


      

      
        58

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    
      [Missing Graphic Reference]

    

    


    


     

    ENDAVO
MEDIA AND COMMUNTCATONS< INC

    [CORPORATE
SEAL]


    
      
         


      

      
        59

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    If
stock, complete this portion:

    


     

    shares of
the                                                       stock
of

    


     

    represented
by certificate(s) Number(s)_

    


     

    In the
name of the undersigned on the books of said company.

    


    


     

    If
Bonds, complete this portion:

     

    bonds of  IMHI (fka Endavo
Media)

    


     

    in
the principal amount of $ 4,500 Number(s) September 9,
2005

    


    


    


    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

     

    
      [Missing Graphic Reference]

    

    


     

    Date

    


    


    


     

    Date

    


    


    


     

    11/14/07

    


     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    ENDAVO MEDIA AND COMMUNICATIONS, INC PROMISSORY
NOTE


     

    $12,500                                                                                                           

    December
16, 2005

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd, Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of TWELVE THOUSAND FIVE-HUNDRED DOLLARS ($12,500), together with
interest, as specified herein

    


     

    1       Demand
Payments. The Maker agrees to pay the principal of this Note and any accrued
interest thereon immediately upon demand from the Holder requesting payment,
which demand may be made at any time after 45 days from the issue date of this
Note. The Maker shall have the right to prepay this Note in whole at any time or
in part from time to time upon ten (10) business days notice All payments by the
Maker on account of principal, premium, interest or fees hereunder shall be made
in money of the United States of America that at the time of payment is legal
tender, by wire transfer of immediately available funds

    


     

    2.      Mandatory Payments.
The Maker agrees to make mandatory payments to the Holder in an amount equaling
ten percent (10%) of gross profits (net revenue after cost of sales) received by
the Company during each fiscal quarter, as reported by the Company Payments
shall be made to the Holder within ten (10) days of the date the Maker is able
to produce financial statements or no later than the date upon which the Maker
files financial statements with the Securities and Exchange Commission (SEC)
Mandatory payments made shall be applied to reduce the outstanding principal
amount of this Note, along with accrued interest, until the Note is paid in full
by the Maker, whether by Mandatory or Demand Payments

     

    3 Interest.
Interest on this Note shall accrue at the rate of twelve percent (12%) per annum
on the unpaid principal balance from the date hereof until the principal sum has
been paid in full Without limiting any of the rights of the holder of this Note
under Section 4 of this Note, if any payment of principal or premium thereon is
not made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand) Notwithstanding anything
to the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    4 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit ->f creditors, (d) the Maker shall
commence a voluntary case under the Federal Bankruptcy Code

    
      	
               
      

            	
              ">ow
      or hereafter in effect); (e) the Maker shall file a petition seeking to
      take advantage of any v relating to bankruptcy, insolvency, or adjustment
      of debts, (f) there shall have
been

            


    


    
      
        
          BY:    BARRY
W. HERMAN PRESIDENT

        

         


      

      
        61

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    


    


     

    ENDAVO
MEDIA AND COMMUNICATONS< INC

     

     


    
      
        
          NY\255301.1

        

         


      

      
        62

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ♦>    If
stock, complete this portion:

     

    shares of
the                                                       stock
of                                              

    represented
by certificate(s)
Number(s)                                                                                                                           

    In
the name of the undersigned on the books of said company.

    


    


     

    ❖   If
Bonds, complete this portion:

     

    bonds of   IMHI (fka Endavo
Media)

    


    


     

    in
the principal amount of
$   12,500     Numbers)  December
16, 2005

    


    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    


    


    


     

    Date

    


    


     

    Date
11/4/07 

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        
ENDAVO
MEDIA AND COMMUNICATIONS, INC. PROMISSORY NOTE

    

                                      

            December
22, 2005

    


    $20,500


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd., Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of TWENTY THOUSAND FIVE-HUNDRED DOLLARS ($20,500), together with
interest, as specified herein

     

    1 Demand Payments. The
Maker agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Mandatory Payments.
The Maker agrees to make mandatory payments to the Holder in an amount equaling
ten percent (10%) of gross profits (net revenue after cost of sales) received by
the Company during each fiscal quarter, as reported by the Company Payments
shall be made to the Holder within ten (10) days of the date the Maker is able
to produce financial statements or no later than the date upon which the Maker
files financial statements with the Securities and Exchange Commission (SEC)
Mandatory payments made shall be applied to reduce the outstanding principal
amount of this Note, along with accrued interest, until the Note is paid in full
by the Maker, whether by Mandatory or Demand Payments

     

    3 Interest. Interest on
this Note shall accrue at the rate of twelve percent (12%) per annum on the
unpaid principal balance from the date hereof until the principal sum has been
paid in full Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand). Notwithstanding
anything to the contrary contained herein, no payments that are considered
interest shall accrue or be payable at a rate in excess of the maximum amount
permitted by law

     

    4 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been

     

     


    
      
        
          Signature
BY:    BARRY W. HERMAN

           

          PRESIDENT

        

         


      

      
        64

        
          

        

      

      
         


      

    


    


     

    instituted
against the Maker any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings for relief under the Federal
Bankruptcy Code or any other law relating to bankruptcy, insolvency or
adjustment of debts, which are not dismissed within sixty (60) days after such
institution, or (g) the Maker shall take any action for the purposes of
effecting any of the foregoing, then, and in any such event, the Holder may at
any time (unless all defaults shall theretofore have been remedied) at its
option, declare this Note to be due and payable, whereupon this Note shall
forthwith mature and become due and payable, together with interest accrued
thereon, without presentment, demand, protest or notice, all of which are hereby
waived

     

    5 No Waiver; Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    6 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    7 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    8 Governing Law, jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws The Maker hereby irrevocably consents to the jurisdiction of
the courts of the State of Delaware and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Note, any document or instrument delivered pursuant to, in connection with,
or simultaneously with, this Note or a breach of this Note or any such document
or instrument In any such action or proceeding, the Maker waives personal
service of any summons, complaint, or other process and agrees that service
thereof may be made in accordance with Section 10 of this Note Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Maker shall
appear or answer such summons, complaint, or other process Should the Maker so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Maker shall be deemed in default and judgment
may be entered by the Holder against the Maker as demanded in any summons,
complaint, or other process so served

     

    9 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.

     

    10 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand
delivery

     

    5 


    
      
        
           

          NYY25530M

        

         


      

      
        65

        
          

        

      

      
         


      

    


    


     

    (receipt
acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof

     

    11 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    12 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    13 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    14 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]


    
      
        
           

          NYA255301.1

        

         


      

      
        66

        
          

        

      

      
         


        
          IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

        

      

    


    ENDAVO
MEDIA AND COMMUNICATONS, INC

    


    


    


    


    


     

    
      	
               
      

            	
              /Paul
      Hamm President

            


    


    
      
        
          NYA255301.1


        

         


      

      
        67

        
          

        

      

      
         


      

    


    


     

    IRREVOCABLE
STOCK OR BOND POWER

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖   If
stock, complete this portion:

    


     

    shares
of
the                                                       stock
of

    


     

    represented
by certificate(s) Number(s)_

     

    In the
name of the undersigned on the books of said company.

    


    


     

    If
Bonds, complete this portion:

    


     

    bonds of  IMHI (fka Endavo
Media)

    in

    


    


     

    the principal amount of $
20,500 Number(s) December 23,
2005

    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    


    


     

    SOVCAP EQUITY PARTNERS,
LTD

    
      	
              Date

               

               

               

              Date
      11/4/07

            


    

     

    [Missing Graphic Reference]

    Signature
BY:    BARRY W. HERMAN PRESIDENT

     

    


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    ENDAVO MEDIA AND COMMUNICATIONS,
INC PROMISSORY NOTE

     

     

    $20,000                                                                                                          

     August
19, 2005

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd, Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of TWENTY THOUSAND DOLLARS ($20,000), together with interest, as
specified herein

     

    1 Payments. The Maker
agrees to pay the principal of this Note and any accrued inter est thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Interest. Interest on
this Note shall accrue at the rate of six percent (6%) per annum on the unpaid
principal balance from the date hereof until the principal sum has been
paid

    in full
Without limiting any of the rights of the holder of this Note under Section 4 of
this Note, if any payment of principal or premium thereon is not made when the
same shall become due and payable hereunder, a premium shall accrue on the
principal amount due at a rate per annum equal to twenty-four percent (24%) per
annum from the due date (upon demand) Notwithstanding anything to the contrary
contained herein, no payments that are considered interest shall accrue or be
payable at a rate in excess of the maximum amount permitted by law

    


     

    3.       Events of Default If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts; (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waived


    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    


     

    4 No Waiver. Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    5 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    6 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    7 Governing Law; Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to conflict
of laws The Maker hereby irrevocably consents to the jurisdiction of the courts
of the State of Utah and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Note, any document or instrument delivered pursuant to, in connection with, or
simultaneously with, this Note or a breach of this Note or any such document or
instrument In any such action or proceeding, the Maker waives personal service
of any summons, complaint, or other process and agrees that service thereof may
be made in accordance with Section 10 of this Note Within 30 days after such
service, or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or

     

    to appeal
or answer within such 30-day period or such extended period, as the case may be,
the Maker shall be deemed in default and judgment may be entered by the Holder
against the Maker as demanded in any summons, complaint, or other process so
served

     

    8 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and

     

    its
successors and assigns, including subsequent holders hereof

     

    9 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand
delivery

    (receipt
acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof


    
      
        
           

          NY\255301.1

        

         


      

      
        70

        
          

        

      

      
         


      

    


    


     

    10 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    11 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    12 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    13 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]


    
      
        
           

          NY\255301.1

        

         


      

      
        71

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    


    


     

    ENDAVO
MEDIA AND COMMUNICATONS, INC

     

    


     

    [CORPORATE
SEAL]


    
      
        
           

           

          NY\255301..1

        

         


      

      
        72

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖    If
stock, complete this portion:

    


     

    shares of
the                                                       stock
of

    


     

    represented
by certificate(s) Number(s)_

    


     

    In
the name of the undersigned on the books of said company.

    


    


     

    If
Bonds, complete this portion:

     

    .bonds
of  IMHI (fka Endavo Media)

    


    


     

    in
the principal amount of $ 20,000 Number(s) August 19, 2005

    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

     

    SOVCAP EQUITY PARTNERS, LTD,
Signature

    [Missing Graphic Reference]

    


    


     

    Date

    Date
11/4/07

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    ENDAVO
MEDIA AND COMMUNICATIONS. INC PROMISSORY NOTE

     

    $3,000                                                                                          

     January
6, 2006

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS. INC, a Delaware
corporation with offices at SOWest Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD, a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd, Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of THREE THOUSAND DOLLARS ($3,000), together with interest, as
specified herein

     

    1 Demand Payments. The
Maker agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Mandatory Payments.
The Maker agrees to make mandatory payments to the Holder in the event the Maker
receives the earlier of net revenues or equity or debt financing as follows 1)
the Maker shall make Mandatory Payments in an amount equaling ten percent (10%)
of gross profits (net revenue after cost of sales) received by the Company
during each fiscal quarter, as reported by the Company, or 2) the Maker shall
make Mandator/ Payments in amount equaling five percent (5%)
of any equity or debt financing received by the company Payments shall be
made to the Holder within ten (10) days of the date the Maker is able to produce
financial statements, no later than the date upon which the Maker files
financial statements with the Securities and Exchange Commission (SEC), or of
the date the Maker closes a financing Mandatory payments made shall be applied
to reduce the outstanding principal amount of this Note, along with accrued
interest, until the Note is paid in full by the Maker, whether paid by Mandatory
or Demand Payments

     

    3 Interest, interest on
this Note shall accrue at the rate of twelve percent (12%) per annum on the
unpaid principal balance from the date hereof until the principal sum has been
paid in full Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand) Notwithstanding anything
to the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    4 Events of Default. If
any of the following conditions or events shall occur and be continuing: (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable; (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit

    
    

     

    of
creditors, (d) the Maker shall commence a voluntary case under the Federal
Bankruptcy Code (as now or hereafter in effect); (e) the Maker shall file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, or adjustment of debts, (f) there shall have been instituted against
the Maker any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings for relief under the Federal Bankruptcy Code
or any other law relating to bankruptcy, insolvency or adjustment of debts,
which are not dismissed within sixty (60) days after such institution, or (g)
the Maker shall take any action for the purposes of effecting any of the
foregoing, then, and in any such event, the Holder may at any time (unless all
defaults shall theretofore have been remedied) at its option, declare this Note
to be due and payable, whereupon this Note shall forthwith mature and become due
and payable, together with interest accrued thereon, without presentment,
demand, protest or notice, all of which are hereby waived

     

    5 No Waiver; Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    6 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

    


     

    7.      Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for' which given.

     

    8 Governing Law. Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws The Maker hereby irrevocably consents to the jurisdiction of
the courts of the State of Delaware and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Note, any document or instrument delivered pursuant to, in connection with,
or simultaneously with, this Note or a breach of this Note or any such document
or instrument In any such action or proceeding, the Maker waives personal
service of any summons, complaint, or other process and agrees that service
thereof may be made in accordance with Section 10 of this Note Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Maker shall
appear or answer such summons, complaint, or other process Should the Maker so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Maker shall be deemed in default and judgment
may be entered by the Holder against the Maker as demanded in any summons,
complaint, or other process so served

     

    9 Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    


      
        
          
            Signature

            
              	
                       
      

                    	
                      BY:
      BARRY W. HERMAN PRESIDENT 

                    


            

          

           


        

        
          74

          
            

          

        

        
           


        

      



    


     

    10 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof

     

    11 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    12 Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    13 Set-off.
Counterclaim. In the event the holder hereof seeks to enforce its rights under
this Note, the Maker waives the right to interpose any set-off or counterclaim
of any nature or description against the holder

     

    14 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    


    


     

    ENDAVO
MEDIA AND COMMUNICATONS< INC

    


    


    


    


     

    By                          

    Paul D
Hamm President


    
      
        
           

          NY\255301..1

        

         


      

      
        75

        
          

        

      

      
         


        
          
            	
                     
      

                  	
                     

                  


          

        

      

    


    ENDAVO MEDIA AND COMMUNICATIONS, INC. PROMISSORY
NOTE


     

    $3,000 

                                                                                                   January
18, 2006

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd , Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of THREE THOUSAND DOLLARS ($3,000), together with interest, as
specified herein

     

    1 Demand Payments. The
Maker agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Mandatory Payments.
The Maker agrees to make mandatory payments to the Holder in the event the Maker
receives the earlier of net revenues or financing as follows: 1) the Maker shall
make Mandatory Payments in an amount equaling ten percent (10%) of gross profits
(net revenue after cost of sales) received by the Company during each fiscal
quarter, as reported by the Company, or 2) the Maker shall make Mandatory
Payments in amount equaling five percent (5%) of any equity or debt financing
received by the company Payments shall be made to the Holder within ten (10)
days of the date the Maker is able to produce financial statements, no later
than the date upon which the Maker files financial statements with the
Securities and Exchange Commission (SEC), or of the date the Maker closes a
financing Mandatory payments made shall be applied to reduce the outstanding
principal amount of this Note, along with accrued interest, until the Note is
paid in full by the Maker, whether paid by Mandatory or Demand
Payments

     

    3 Interest. Interest on
this Note shall accrue at the rate of twelve percent (12%) per annum on the
unpaid principal balance from the date hereof until the principal sum has been
paid in full Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand) Notwithstanding anything
to the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    4 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit

     

    1 


    
      
        
          NY\25530L1

        

         


      

      
        76

        
          

        

      

      
         


      

    


    


     

    of
creditors, (d) the Maker shall commence a voluntary case under the Federal
Bankruptcy Code (as now or hereafter in effect), (e) the Maker shall file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, or adjustment of debts, (f) there shall have been instituted against
the Maker any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings for relief under the Federal Bankruptcy Code
or any other law relating to bankruptcy, insolvency or adjustment of debts,
which are not dismissed within sixty (60) days after such institution, or (g)
the Maker shall take any action for the purposes of effecting any of the
foregoing, then, and in any such event, the Holder may at any time (unless all
defaults shall theretofore have been remedied) at its option, declare this Note
to be due and payable, whereupon this Note shall forthwith mature and become due
and payable, together with interest accrued thereon, without presentment,
demand, protest or notice, all of which are hereby waived

     

    5 No Waiver, Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    6 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

    


     

    7,       Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of tins Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

    


     

    8       Governing Law. Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws. The Maker hereby irrevocably consents to the jurisdiction of
the courts of the State of Delaware and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Note, any document or instrument delivered pursuant to, in connection with,
or simultaneously with, this Note or a breach of this Note or any such document
or instrument In any such action or proceeding, the Maker waives personal
service of any summons, complaint, or other process and agrees that service
thereof may be made in accordance with Section 10 of this Note Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Maker shall
appear or answer such summons, complaint, or other process Should the Maker so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Maker shall be deemed in default and judgment
may be entered by the Holder against the Maker as demanded in any summons,
complaint, or other process so served

    


     

    9.       Successors and
Assigns. This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof


    
      
        
          2

          NY\255301..1

        

         


      

      
        77

        
          

        

      

      
         


      

    


    


     

    10 Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof

     

    11 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    12 Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    13 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any
nature

    or
description against the holder

     

    14 Headings The headings
in this Note are solely for the convenience of reference anu Snail be given no effect in
the construction or interpretation of this Note.

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    
      [Missing Graphic Reference]

    

    


    


     

    ENDAVO
MEDIA AND COMMUNICATOR, INC.


    
      
        
          3

          NYV255301
1

        

         


      

      
        78

        
          

        

      

      
         


        
          
            	
                     
      

                  	
                    ENDAVO
      MEDIA AND COMMUNICATIONS, INC. PROMISSORY NOTE


                  


          

        

      

    


    


     

    $5,000                                                                                                        

    February
3, 2006

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 50West Broadway, Suite 400, Salt Lake City, UT 84101
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS, LTD , a Bahamas corporation, or its registered assigns (the "Holder"),
at its office at c/o Lion Corporate Securities Ltd, Cumberland House #27,
Cumberland Street, P O Box N-10818, Nassau, New Providence, The Bahamas or at
such other place as may be designated by the holder hereof in writing, the
principal sum of FIVE THOUSAND DOLLARS ($5,000), together with interest, as
specified herein

     

    1 Demand Payments. The
Maker agrees to nay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Mandatory Payments.
The Maker agrees to make mandatory payments to the Holder in the event the Maker
receives the earlier of net revenues or financing as follows; 1) the Maker shall
make Mandatory Payments in an amount equaling ten percent (10%) of gross profits
(net revenue after cost of sales) received by the Company during each fiscal
quarter, as reported by the Company, or 2) the Maker shall make Mandatory
Payments in amount equaling five percent (5%) of any equity or debt financing
received by the company Payments shall be made to the Holder within ten (10)
days of the date the Maker is able to produce financial statements, no later
than the date upon which the Maker files financial statements with the
Securities and Exchange Commission (SEC), or of the date the Maker closes a
financing Mandatory payments made shall be applied to reduce the outstanding
principal amount of this Note, along with accrued interest, until the Note is
paid in full by the Maker, whether paid by Mandatory or Demand
Payments

     

    3 Interest. Interest on
this Note shall accrue at the rate of twelve percent (12%) per annum on the
unpaid principal balance from the date hereof until the principal sum has been
paid in full Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand) Notwithstanding anything
to the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    4 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit

     

    1 


    
      
        
          NYV255301.

        

         


      

      
        79

        
          

        

      

      
         


      

    


    


     

    of
creditors, (d) the Maker shall commence a voluntary case under the Federal
Bankruptcy Code (as now or hereafter in effect), (e) the Maker shall file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, or adjustment of debts, (f) there shall have been instituted against
the Maker any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings for' relief under the Federal Bankruptcy Code
or any other law relating to bankruptcy, insolvency or adjustment of debts,
which are not dismissed within sixty (60) days after such institution, or (g)
the Maker shall take any action for the purposes of effecting any of the
foregoing, then, and in any such event, the Holder may at any time (unless all
defaults shall theretofore have been remedied) at its option, declare this Note
to be due and payable, whereupon this Note shall forthwith mature and become due
and payable, together with interest accrued thereon, without presentment,
demand, protest or notice, all of which are hereby waived

     

    5 No Waiver; Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as
a

    waiver
thereof; nor shall any single or partial exercise by the holder of this Note of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    6 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated.

     

    7 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

    


     

    8.       Governing Law. Jurisdiction
and Seivice of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws The Maker hereby irrevocably consents to the jurisdiction of
the courts of the State of Delaware and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Note, any document or instrument delivered pursuant to, in connection with,
or simultaneously with, this Note or a breach of this Note or any such document
or instrument In any such action or proceeding, the Maker waives personal
service of any summons, complaint, or other process and agrees that service
thereof may be made in accordance with Section 10 of this Note Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Maker shall
appear or answer such summons, complaint, or other process Should the Maker so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Maker shall be deemed in default and judgment
may be entered by the Holder against the Maker as demanded in any summons,
complaint, or other process so served

    


     

    9       Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders
hereof.


    
      
        
           

          NY\255301..1

        

         


      

      
        80

        
          

        

      

      
         


      

    


    


     

    10 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 9 except
that such change shall not be effective until actual receipt
thereof

     

    11 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    12 Waiver of Notice. The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    13 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    14 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]


    
      
        
           

          NY\255301.1

        

         


      

      
        81

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    
      [Missing Graphic Reference]

    

    


    


     

    ENDAVO
MEDIA AND COMMUNICATOR, INC.


    
      
        
          A

          NY\25530U

        

         


      

      
        82

        
          

        

      

      
         


        
          ENDAVO
MEDIA AND COMMUNICATIONS, INC. PROMISSORY
NOTE

        

      

    


    


     

    $50,000                                                                                                               

     February
24, 2006

    


    


     

    FOR VALUE
RECEIVED, the undersigned, ENDAVO MEDIA AND COMMUNICATIONS, INC, a Delaware
corporation with offices at 10 Glenlake Parkway, Suite 130, Atlanta, GA 30328
(the "Maker"), unconditionally promises to pay to the order of SOVCAP EQUITY
PARTNERS LTD , a Bahamas Limited Partnership, or its registered assigns (the
"Holder"), at such place as may be designated by the holder hereof in writing,
the principal sum of FIFTY THOUSAND DOLLARS ($50,000), together with interest,
as specified herein

     

    1 Demand Payments. The
Maker' agrees to pay the principal of this Note and any accrued interest thereon
immediately upon demand from the Holder requesting payment, which demand may be
made at any time after 45 days from the issue date of this Note The Maker shall
have the right to prepay this Note in whole at any time or in part from time to
time upon ten (10) business days notice. All payments by the Maker on account of
principal, premium, interest or fees hereunder shall be made in money of the
United States of America that at the time of payment is legal tender, by wire
transfer of immediately available funds

     

    2 Interest. Interest on
this Note shall accrue at the rate of twelve percent (12%) per annum on the
unpaid principal balance from the date hereof until the principal sum has been
paid in full Without limiting any of the rights of the holder of this Note under
Section 4 of this Note, if any payment of principal or premium thereon is not
made when the same shall become due and payable hereunder, a premium shall
accrue on the principal amount due at a rate per annum equal to twenty-four
percent (24%) per annum from the due date (upon demand) Notwithstanding anything
to the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    3 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of or interest on this Note when
the same becomes due and payable, (b) the Maker shall admit in writing its
inability to pay its debts as such debts become due, (c) the Maker shall make a
general assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waived

     

    4 No Waiver, Rights and
Remedies Cumulative. No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as
a

     

    1 


    
      
        
          NY\255301,1

        

         


      

      
        83

        
          

        

      

      
         


      

    


    


     

    waiver
thereof; nor shall any single or partial exercise by the holder of this Note of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    5 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    6 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    7 Governing Law; Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws The Maker hereby irrevocably consents to the jurisdiction of
the courts of the State of Delaware and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Note, any document or instrument delivered pursuant to, in connection with,
or simultaneously with, this Note or a breach of this Note or any such document
or instrument In any such action or proceeding, the Maker waives personal
service of any summons, complaint, or other process and agrees that service
thereof may be made in accordance with Section 10 of this Note Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Maker shall
appear or answer such summons, complaint, or other process Should the Maker so
served fail to appear or answer within such 30-day period or such extended
period, as the case may be, the Maker shall be deemed in default and judgment
may be entered by the Holder against the Maker as demanded in any summons,
complaint, or other process so served

     

    8 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    9 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confnmation report) if delivered on a business day during normal business hours
where such notice is to be

     

    
    

    day
during normal business hours where such notice is to be received, or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever first shall occur, to the address set forth above or to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 9 except that such change shall not be effective
until actual receipt thereof.

     

    10 Severability. The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or

     

     


    
      
        
          2

          NY\255301..1

        

         


      

      
        84

        
          

        

      

      
         


      

    


    


     

    unenforceability
shall not in any manner affect such provision in any other jurisdiction or any
other provision of this Note in any jurisdiction

     

    11 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    12 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    13 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]


    
      
        
          3

          NY\255301.1

        

         


      

      
        85

        
          

        

      

      
         


      

    


    


     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    
      [Missing Graphic Reference]

    

    


    


     

    ENDAVO
MEDIA AND COMMUNICATIONS, INC.


    
      
         


      

      
        86

        
          

        

      

      
         


      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


     

    ♦:♦
If stock, complete this portion:

    


     

    shares
of
the                                                  stock
of

    


     

    represented
by certificate^) Number(s)_

     

    In
the name of the undersigned on the books of said company. ❖ If Bonds, complete
this portion:

    bonds of IMHI (fka Endavo
Media)

    


     

    in
the principal amount of $ 50,000 Numbers)    February
24, 2006

    


     

    inclusive
standing in the name of the undersigned on books of said company. The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    
      	
              nature
      1 \ Date lire v
      Date

            


    

    


     


    
      
         


      

      
        87

        
          

        

      

      
         


      

    


     

    
      
      

    

    
      INTEGRATED MEDIA
HOLDINGS, INC. PROMISSORY NOTE

    

    August 1,
2006

    
       

      $32,500
00


    

    


     

    FOR VALUE
RECEIVED, the undersigned, INTEGRATED MEDIA HOLDINGS, INC., a Delaware
corporation with offices at 10 Glenlake Parkway, Suite 130, Atlanta, GA 30328
(the "Maker"), unconditionally promises to pay to the order of SovCap Equity
Partners, LTD , a Bahamas Limited Partnership (the "Holder"), at such place as
may he designated by the Holder hereof in writing, the principal sum of THIRTY
TWO THOUSAND, FIVE HUNDRED DOLLARS ($32,500 00), without interest, except as
specified herein

     

    1 Payments.
The Maker agrees to pay the principal of this Note within ten (10) days
following demand from the Holder requesting payment, which demand may be made at
any time after the 60th day
following the issue date of this Note The Maker shall have the right to prepay
this Note in whole at any time or in part from time to time Any payments,
including prepayments, of principal of this Note, whether upon demand, at the
option of the Company, upon default or otherwise shall include a repayment
premium equal to the product of (a) the Repayment Percentage (as defined below)
and (b) the number of thirty (30) day periods (rounded up to the next whole
number) (each 30-day period referred to as a "Monthly Period") that this Note
has been outstanding (computed from the date of issuance of this Note to the
date of payment) but in no event higher than the maximum amount permitted by law
For purposes of this Note, the Repayment Percentage shall mean one and one-half
percent (1.5%) of the outstanding principal amount of this Note All payments by
the Maker on account of principal, premium, interest or fees hereunder shall be
made in money of the United States of America that at the time of payment is
legal tender, by wire transfer of immediately available funds

     

    2 Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    3 Use of
Proceeds.  The Company agrees use the proceeds from the sale
and issuance of the Bridge Notes only for payment of following
expenses

    


     

    a   WV
Fiber LLC Asset Purchase and related costs b   Working
capital

     

    4 Conversion.

    


     

    (a)     At
any time after the date that is ninety (90) days following the issue date of
this Note and from time to time, the Holder may convert all or any portion of
this Note, together with the Repayment Percentage, and accrued and unpaid
interest and fees due on this Note (the "Conversion Amount") into shares of
common stock of the Maker (the "Common Stock")

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium).

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price Fractional shares will not be issued
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder For purposes of this Note,
the "Conversion Price" shall mean $0 25

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11 59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date "

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company

     

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 10% of the product of (A) the number of shares
of Common Stock not issued to Holder and to which Holder is entitled multiplied
by (B) the Closing Bid Price of the Common Stock on the business day following
the date of receipt by the Maker or the Transfer Agent of the Conversion Notice
The foregoing notwithstanding, Holder at its option may withdraw a Conversion
Notice, and remain a Holder of this Note, if Holder has otherwise complied with
this Section 4

     

    (h)           If
any adjustment to the Conversion Price to be made pursuant to clause
(j)

     

    of this
Section 4 becomes effective immediately after a record date for an event as
therein

     

    described,
and conversion occurs prior to such event but after the record date, the Maker
may

     

    defer
issuing, delivering, or paying to Holder any additional shares of Common Stock
or check

     

    for any
cash remainder required by reason of such adjustment until the occurrence of
such event,

     

    provided
that the Maker delivers to Holder a due bill or other appropriate instrument
evidencing

     

    the
Holders' right to receive such additional shares or check upon the occurrence of
the event

     

    giving
rise to the adjustment

    


     

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time All shares of Common Stock issued upon conversion of this Note shall
be

     

    fully
paid and nonassessable The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be

    


     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows.

     

    (i) If the
Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased

     

    (ii) Prior to
the consummation of any Organic Change (as defined below), the Maker will make
appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place. In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable. The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire For purposes of this
Agreement, "Organic Change" means any

     

    recapitalization,
reorganization, reclassification, consolidation, merger, or sale of all or
substantially all of the Maker's assets to another Person (as defined below), or
other similar transaction which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities, or assets with respect to or in exchange for Common Stock,
and "Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof

    


     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission

    


     

    5       Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable, (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due, (c) the Maker shall make a general
assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution, or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payable, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver

    


     

    6.        NEGATIVE
COVENANTS The provisions of this Section 6 shall remain in effect so long as any
of the Bridge Notes shall remain outstanding

     

    (a) Restrictions
on Transactions with Affiliates The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business The Company will not increase the salary of any executive officer, or
the remuneration of any director

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

    (b) Restrictions
on Investments. Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition, certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of

     

    deposit
or eurodollar certificates of deposit being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement), commercial paper of any Person that is not a
subsidiary or an Affiliate of the Company, maturing within one hundred eighty
days after the date of acquisition, bank loan participations, and money market
instruments having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
money market instruments being used to secure the Company's reimbursement
obligations under letters of credit (provided that nothing contained herein
shall be construed to permit letters of credit not otherwise permitted under
this Agreement), in all cases of such credit quality as a prudent business
person would invest in As used in this Section, "Excess Cash{ XE "Excess
Cash"}" shall mean that portion of the proceeds of the Bridge Notes that has not
been invested as described in Section 3 hereof

     

    (c) Change in
Business, Operations The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in Business { XE
"Change in Business"}") The business of the Company and its subsidiaries shall
not be conducted in violation of any law, ordinance, or regulation of any
governmental entity

     

    (d) Exceptions
With Consent of Purchasers The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder

    


     

    7 No Waiver, Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    8 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    9 Amendments. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    10 Governing Law, Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws The Maker hereby irrevocably consents to the jurisdiction of
the courts of the

     

    State of
Delaware and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note, any document or
instrument delivered pursuant to, in connection with, or simultaneously with,
this Note or a breach of this Note or any such document or instrument In any
such action or proceeding, the Maker waives personal service of any summons,
complaint, or other process and agrees that service thereof may be made in
accordance with Section 11 of this Note Within 30 days after such service, or
such other time as may be mutually agreed upon in writing by the attorneys for
the parties to such action or proceeding, the Maker shall appear or answer such
summons, complaint, or other process Should the Maker so served fail to appear
or answer within such 30-day period or such extended period, as the case may be,
the Maker shall be deemed in default and judgment may be entered by the Holder
against the Maker as demanded in any summons, complaint, or other process so
served

     

    11 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

    12 Notice Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received: (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received, or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual receipt
thereof

     

    13 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    14 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

     

    15 Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

     

    16 Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]

    
      [Missing Graphic Reference]

    

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    [CORPORATE
SEAL]

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

       

    

    EXHIBIT A

     

    Reference
is made to terms and conditions of the Note in the principal amount of $[]
registered

    in the
name of {NAME OF HOLDER} (the "Note"). In accordance with and pursuant to the
terms of the

    Note, the
undersigned hereby elects to convert
$                                                                                                in
principal amount of the Note into

    shares of
Common Stock, $.001 par value per share (the "Common Stock"), of the Company, by
tendering the original Note specified below as of the date specified
below

    


     

    Date of
Conversion:                                                                                                                                

     

    Principal
Amount of Note to be converted Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please
confirm the following information:

    


     

    Conversion
Price

    


     

    Number of
shares of Common Stock to be issued:

    


     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

    


     

    Issue
to:                                                            

    


    


     

    Facsimile
Number

    


     

    Authorization                                                                

    


     

    By                                                  

    Title:                                                  

     

    Dated                                                  

    


     

    If
electronic book entry transfer, complete the following

    Account
Number:                                                                

    Transaction
Code
Number                                                                

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

    


     

    COMPANY
ACKNOWLEDGEMENT TO

    CONVERSION
NOTICE

    


    


     

    ACKNOWLEDGED
AND AGREED INTEGRATED MEDIA HOLDINGS, INC.

    


    


    


     

    By                                                              

    Name
Title:

    


     

    Date


    
      
         


      

      
        94

        
          

        

      

      
         


      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

     

    ❖ If
stock, complete this portion:

    


     

    shares of
the                                                       stock
of                                                 

    


     

    represented
by certificate(s)
Number(s)                                                                                                                              

    


     

    In
the name of the undersigned on the books of said company.

     

    ❖ If
Bonds, complete this portion:

     

    bonds of IMHI

    


    


    


     

    in
the principal amount of $
32,500                                                                           Number(s)
August 1, 2006

    


    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    
      [Missing Graphic Reference]

    

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

    


    


    


     

    Date

    


    


     

    Date
11/4/07


    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    


     

    INTEGRATED MEDIA
HOLDINGS, INC. PROMISSORY NOTE

    $12,000.
00                                                                                                      

        November
14, 2006

    


    


     

    FOR VALUE
RECEIVED, the undersigned, INTEGRATED MEDIA HOLDINGS, INC., a Delaware
corporation with offices at 10 Glenlake Parkway, Suite 130, Atlanta, GA 30328
(the "Maker"), unconditionally promises to pay to the order of SovCap Equity
Partners, LTD , a Bahamas Limited Partnership (the "Holder"), at such place as
may be designated by the Holder hereof in writing, the principal sum of TWELVE
THOUSAND DOLLARS ($12,000 00), without interest, except as specified
herein

     

    1 Payments. The Maker
agrees to pay the principal of this Note within ten (10) days following demand
from the Holder requesting payment, which demand may be made at any time after
the issue date of this Note The Maker shall have the right to prepay this Note
in whole at any time or in part from time to time Any payments, including
prepayments, of principal of this Note, whether upon demand, at the option of
the Company, upon default or otherwise shall include a repayment premium equal
to the product of (a) the Repayment Percentage (as defined below) and (b) the
number of thirty (30) day periods (rounded up to the next whole number) (each
30-day period referred to as a "Monthly Period") that this Note has been
outstanding (computed from the date of issuance of this Note to the date of
payment) but in no event higher than the maximum amount permitted by law. For
purposes of this Note, the Repayment Percentage shall mean one and one-half
percent (L.5%) of the outstanding principal amount of this Note All payments by
the Maker on account of principal, premium, interest or fees hereunder shall be
made in money of the United States of America that at the time of payment is
legal tender, by wire transfer of immediately available funds

     

    2 Interest. Without
limiting any of the rights of the holder of this Note under Section 4 of this
Note, if any payment of principal or premium thereon is not made when the same
shall become due and payable hereunder, interest shall accrue thereon at a rate
per annum equal to twelve percent (12%) per annum. Notwithstanding anything to
the contrary contained herein, no payments that are considered interest shall
accrue or be payable at a rate in excess of the maximum amount permitted by
law

     

    3 Use of Proceeds. The
Company agrees use the proceeds from the sale and issuance of the Bridge Notes
only for payment of following expenses:

    


     

    a   WV
Fiber LLC Asset Purchase and related costs b   Working
capital

     

    4 Conversion

    


     

    (a)     At
any time after the date that is ninety (90) days following the issue date of
this Note and from time to time, the Holder may convert all or any portion of
this Note, together with the Repayment Percentage, and accrued and unpaid
interest and fees due on this Note (the "Conversion Amount") into shares of
common stock of the Maker (the "Common Stock")

     

    (b) If the
Holder elects to convert less than the full principal amount of this Note, the
Maker shall issue a Note in substantially the same form as this Note, except
that the principal amount shall be reduced by the principal amount so converted
(exclusive of the redemption premium)

     

    (c) The
number of shares of Common Stock issuable upon conversion of this Note is equal
to the quotient of the Conversion Amount of that portion of the Note being
converted divided by the Conversion Price Fractional shares will not be issued
In lieu of any fraction of a share, the Maker shall deliver its check for the
dollar amount of the less than full share remainder For purposes of this Note,
the "Conversion Price" shall mean $0 25

     

    (d) To
convert this Note into Common Stock, (the "Conversion Date"), the Holder hereof
shall (A) deliver or transmit by facsimile, for receipt on or prior to 11 59
P.M., Eastern Time, on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to
the Maker or its designated transfer agent for its Common Stock (the "Transfer
Agent"), and (B) surrender to a common carrier for delivery to the Maker or the
Transfer Agent as soon as practicable following such date, this Note (or an
indemnification undertaking with respect to such shares in the case of the loss,
theft, or destruction of this Note) and the originally executed Conversion
Notice The date the Maker receives the Conversion Note and this Note is
hereinafter the "Conversion Date "

     

    (e) Upon
receipt by the Maker of a facsimile copy of a Conversion Notice, the Maker shall
immediately send, via facsimile, a confirmation of receipt of such Conversion
Notice to Holder Upon receipt by the Maker or the Transfer Agent of the Note to
be converted pursuant to a Conversion Notice, together with the originally
executed Conversion Notice, the Maker or the Transfer Agent (as applicable)
shall, within five (5) business days following the date of receipt, (A) issue
and surrender to a common carrier for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of
Holder or its designee, for the number of shares of Common Stock to which Holder
shall be entitled or (B) credit the aggregate number of shares of Common Stock
to which such Holder shall be entitled to the Holder's or its designee's balance
account at The Depository Trust Company

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

    (f) The
Person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the "Record Holder"
or Holder of such shares of Common Stock on the Conversion Date

     

    (g) If the
Maker shall fail to issue to Holder within five (5) business days following the
date of receipt by the Maker or the Transfer Agent of this Note to be converted
pursuant to a Conversion Notice, a certificate for the number of shares of
Common Stock to which each Holder is entitled upon Holder's conversion of this
Note, in addition to all other available remedies which such Holder may pursue
hereunder, the Maker shall pay additional damages to Holder on each day after
the fifth (5th) business day following the date of receipt by the Maker or the
Transfer Agent an amount equal to 1 0% of the product of (A) the number of
shares of Common Stock not issued to Holder and to which Holder is entitled
multiplied by (B) the Closing Bid Price of the Common Stock on the business day
following the date of receipt by the Maker or the Transfer Agent of the
Conversion Notice The foregoing notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a Holder of this Note, if Holder has
otherwise complied with this Section 4

     

    (h)           If
any adjustment to the Conversion Price to be made pursuant to clause
(j)

     

    of this
Section 4 becomes effective immediately after a record date for an event as
therein

     

    described,
and conversion occurs prior to such event but after the record date, the Maker
may

     

    defer
issuing, delivering, or paying to Holder any additional shares of Common Stock
or check

     

    for any
cash remainder required by reason of such adjustment until the occurrence of
such event,

     

    provided
that the Maker delivers to Holder a due bill or other appropriate instrument
evidencing

     

    the
Holders' right to receive such additional shares or check upon the occurrence of
the event

     

    giving
rise to the adjustment

    


     

    (i)           Until
such time as this Note has been fully redeemed, the Maker shall

     

    reserve
out of its authorized but unissued Common Stock enough shares of Common Stock
to

     

    permit
the conversion of the entire Redemption Price and all accrued and unpaid
interest due on

     

    this Note
at any time All shares of Common Stock issued upon conversion of this Note shall
be

     

    fully
paid and nonassessable. The Maker covenants that if any shares of Common
Stock,

     

    required
to be reserved for purposes of conversion of this Note hereunder, require
registration

     

    with or
approval of any governmental authority under any federal or state law or listing
upon any

     

    national
securities exchange before such shares may be issued upon conversion, the Maker
shall

     

    in good
faith, as expeditiously as possible, endeavor to cause such shares to be duly
registered,

     

    approved
or listed, as the case may be

    


     

    (j)      The
Conversion Price shall be subject to adjustment from time to time
as

     

    follows

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

    (i) If the
Maker at any time subdivides (by any stock split, stock dividend,
recapitalization, or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced If the
Maker at any time combines (by combination, reverse stock split, or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased

     

    (ii) Prior to
the consummation of any Organic Change (as defined below), the Maker will make
appropriate provision (in form and substance satisfactory to the Holder to
insure that Holder will thereafter have the right to acquire and receive in lieu
of, or in addition to, (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the conversion of this
Holder's Note, such shares of stock, securities, or assets as may be issued or
payable with respect to, or in exchange for, the number of shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
this Note had such Organic Change not taken place In any such case, the Maker
will make appropriate provision (in form and substance satisfactory to Holder
with respect to such Holder's rights and interests to insure that the provisions
of this clause (j) will thereafter be applicable The Maker will not effect any
such consolidation, merger, or sale, unless prior to the consummation thereof
the successor entity (if other than the Maker) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to Holder), the obligation to deliver to Holder
such shares of stock, securities, or assets as, in accordance with the foregoing
provisions, that Holder may be entitled to acquire For purposes of this
Agreement, "Organic Change" means any

     

    recapitalization,
reorganization, reclassification, consolidation, merger, or sale of all or
substantially all of the Maker's assets to another Person (as defined below), or
other similar transaction which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities, or assets with respect to or in exchange for Common Stock,
and "Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, and a
government or any department or agency thereof

    


     

    (k)     The
Holder shall be entitled to piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of this Note by the Holder The
Company agrees to include such shares on the first available registration,
including forms S-l, SB-2 or S-3, filed by the Company with Securities and
Exchange Commission

     

    5 Events of Default If
any of the following conditions or events shall occur and be continuing (a) the
Maker shall default in the payment of principal of this Note when the same
becomes due and payable, (b) the Maker shall admit in writing its inability to
pay its debts as such debts become due, (c) the Maker shall make a general
assignment for the benefit of creditors, (d) the Maker shall commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect); (e) the Maker shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, or adjustment of debts, (f) there
shall have been instituted against the Maker any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings for
relief under the Federal Bankruptcy Code or any other law relating to
bankruptcy, insolvency or adjustment of debts, which are not dismissed within
sixty (60) days after such institution; or (g) the Maker shall take any action
for the purposes of effecting any of the foregoing, then, and in any such event,
the Holder may at any time (unless all defaults shall theretofore have been
remedied) at its option, declare this Note to be due and payable, whereupon this
Note shall forthwith mature and become due and payauie, together with interest
accrued thereon, without presentment, demand, protest or notice, all of which
are hereby waiver.

     

    6 NEGATIVE
COVENANTS The provisions of this Section 6 shall remain in effect so long as any
of the Bridge Notes shall remain outstanding

    


     

    (a) Restrictions
on Transactions with Affiliates The Company will not make any loans or advances
to any of its officers, shareholders, or Affiliates, other than expense advances
made by the Company to its officers and employees in the ordinary course of
business The Company will not increase the salary of any executive officer, or
the remuneration of any director

     

    (b) Restrictions
on Investments Other than as permitted by this Agreement, the Company will not
purchase or acquire or invest in, or agree to purchase or acquire or invest in
the business, property, or assets of, or any securities of, any other company or
business, provided however,
that the Company may enter into contracts relating to the expansion of
its business and may invest its Excess Cash as defined below in: securities
issued or directly and fully guaranteed or insured by the United States
government or any agency thereof having maturities of not more than one year
from the date of acquisition, certificates of deposit or eurodollar certificates
of deposit, having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
certificates of

     

    deposit
or eurodollar certificates of deposit being used to secure the Company's
reimbursement obligations under letters of credit (provided that nothing
contained herein shall be construed to permit letters of credit not otherwise
permitted under this Agreement), commercial paper of any Person that is not a
subsidiary or an Affiliate of the Company, maturing within one hundred eighty
days after the date of acquisition, bank loan participations, and money market
instruments having maturities of not more than one hundred eighty days from the
date of acquisition, or one year from the date of acquisition in the case of
money market instruments being used to secure the Company's reimbursement
obligations under letters of credit (provided that nothing contained herein
shall be construed to permit letters of credit not otherwise permitted under
this Agreement), in all cases of such credit quality as a prudent business
person would invest in As used in this Section, "Excess Cash" shall mean that
portion of the proceeds of the Bridge Notes that has not been invested as
described in Section 3 hereof

     

    (c) Change in
Business, Operations The Company will not cause or effect any change in or
addition to the primary business of the Company that has not been approved by
Purchaser, such that more than 20% of the consolidated net earnings of the
Company are derived from a business other than the business in which the Company
was engaged on the date hereof as reflected in the applicable last SEC Document
filed prior to the First Closing ("Change in Business") The business of the
Company and its subsidiaries shall not be conducted in violation of any law,
ordinance, or regulation of any governmental entity

     

    (d) Exceptions
With Consent of Purchasers The Company may seek an exception to any prohibited
action under this Section by first,
giving written notice to Purchaser of Bridge Note under this Agreement,
along with copies of all documentation requested by any Purchaser relating to
such requested exception, and second, in
the sole discretion of Purchaser, satisfactorily responding to any Purchaser
inquiries about the requested action The Company may undertake any such
requested action otherwise prohibited by this Section 6 only after receiving the
advance written consent of Purchaser hereunder

    


    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    7 No Waiver; Rights and
Remedies Cumulative No failure on the part of the holder of this Note to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the holder of this
Note of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right The rights and remedies herein provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Maker and the Holder

     

    8 Costs and Expenses
The Maker shall reimburse the holder of this Note for all costs and expenses
incurred by it, and shall pay the reasonable fees and disbursements of counsel
to the holder of this Note, in connection with the enforcement of the holder's
rights hereunder, whether or not legal proceedings are initiated

     

    9 Amendments No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by the Maker therefrom shall be effective unless the same shall be
in writing and signed by the holder of this Note and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given

     

    10 Governing Law. Jurisdiction
and Service of Process This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws. The Maker hereby irrevocably consents to the jurisdiction of
the courts of the

     

    State of
Delaware and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note, any document or
instrument delivered pursuant to, in connection with, or simultaneously with,
this Note or a breach of this Note or any such document or instrument In any
such action or proceeding, the Maker waives personal service of any summons,
complaint, or other process and agrees that service thereof may be made in
accordance with Section 11 of this Note Within 30 days after such service, or
such other time as may be mutually agreed upon in writing by the attorneys for
the parties to such action or proceeding, the Maker shall appear or answer such
summons, complaint, or other process Should the Maker so served fail to appear
or answer within such 30-day period or such extended period, as the case may be,
the Maker shall be deemed in default and judgment may be entered by the Holder
against the Maker as demanded in any summons, complaint, or other process so
served

     

    11 Successors and
Assigns This Note shall be binding upon the Maker and its successors and
permitted assigns and the terms hereof shall inure to the benefit of the Holder
and its successors and assigns, including subsequent holders hereof

     

    12 Notice. Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or delivery by telecopy or facsimile (with transmission
confirmation report) if delivered on a business day during normal business hours
where such notice is to be received, or the first business day following such
delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever first shall occur, to
the address set forth above or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 10 except
that such change shall not be effective until actual

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    igi/cijji
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    13 Severability The
provisions of this Note are severable, and if any provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any
jurisdiction

     

    14 Waiver of Notice The
Maker hereby waives presentment, demand for payment, protest, notice of protest
and all other demands or notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note

    


     

    1.5      Set-off Counterclaim
In the event the holder hereof seeks to enforce its rights under this Note, the
Maker waives the right to interpose any set-off or counterclaim of any nature or
description against the holder

    


     

    16      Headings The headings
in this Note are solely for the convenience of reference and shall be given no
effect in the construction or interpretation of this Note

    


     

    [signature
on next page]

     

    IN
WITNESSETH WHEREOF, the undersigned has duly executed this Note as of the date
first above written

    
      [Missing Graphic Reference]

    

    
      	
               
      

            	
              Name:
      Paul D. Hamm Title President

            


    

    


     

    [CORPORATE
SEAL]

     

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
A

    CONVERSION
NOTICE

    


     

    Reference
is made to terms and conditions of the Note in the principal amount of
$12,000.00 registered in the name of SovCap Equity Partners, Ltd (the "Note") In
accordance with and pursuant to the terms of

    the Note,
the undersigned hereby elects to convert
$                                                                                                in
principal amount of the Note into

    shares of
Common Stock, $ 001 par value per share (the "Common Stock"), of the Company, by
tendering the original Note specified below as of the date specified
below.

    


     

    Date of
Conversion                                                                                                                                

     

    Principal
Amount of Note to be converted: Redemption Premium Accrued Interest and/or
Fees

     

    Total
Amount of Note to be Converted

    


     

    Please
confirm the following information:

    


     

    Conversion
Price

    


     

    Number of
shares of Common Stock to be issued:

    


     

    Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address

    


     

    Issue
to                                                                

    


    


     

    Facsimile
Number

    


     

    Authorization

    


     

    By                                                  

    Title                                                  

     

    Dated                                                  

    


     

    If
electronic book entry transfer, complete the following

    Account
Number:                                                                

    Transaction
Code
Number:                                                                

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

    


     

    COMPANY
ACKNOWLEDGEMENT TO

    CONVERSION
NOTICE

    


    


     

    ACKNOWLEDGED
AND AGREED INTEGRATED MEDIA HOLDINGS, INC.

    


    


    


    


     

    By                                                             

    Name
Title


    
      
         


      

      
        101

        
          

        

      

      
         


        
          IRREVOCABLE
STOCK OR BOND POWER

        

      

    


    


     

    For
Value received, the undersigned does (do) hereby sell, assign, and transfer
to:

    


    


    


    


     

    ❖    if
stock, complete this portion:

    


     

    shares of
the                                                       stock
of

    


     

    represented
by certificate(s) Number(s)_

    


     

    In
the name of the undersigned on the books of said company.

    


    


     

    If
Bonds, complete this portion:

     

        bonds
of IMHI (fka, Endavo Media)

    


    


     

    in
the principal amount of $   11,000 Number(s)
January 18, 2006; February 3, 2006; January 6, 2006.

    


    


    


     

    inclusive
standing in the name of the undersigned on books of said company.

    


     

    The
undersigned does (do) hereby irrevocably constitute and appoint

    


    


    


    


     

    attorney
to transfer the said stock or bond(s), as the case may be, on the books of said
company, with full power of substitution in the premises.

     

    



    
      
        
          Signature

          
            	
                     
      

                  	
                    BY:
      BARRY W. HERMAN PRESIDENT 

                  


          

        

         


      

      
        102