Exhibit
      10.2

     

    LOAN
      AGREEMENT

     

    Loan
      Agreement
      (“Agreement”)
      dated
      as of March 30, 2007 between Pure
      Vanilla eXchange, Inc.,
      a
      Nevada corporation (the “Company”),
      and
Thomas
      J. Fanning, Sr. (the
      “Lender”).

     

    WITNESSETH:

     

    Whereas,
      the
      Company borrowed $40,000, $8,333.34 and $8,333.34 from Lender on March 15,
      2007,
      March 21, 2007 and March 23, 2007, respectively, and Lender may make additional
      loans to the Company from time to time, (individually, a “Loan”
and,
      collectively, the “Loans”):
      and


     

    Whereas,
      Lender
      and the Company have agreed that each such Loan shall be represented by a
      Promissory Note, in the form of Exhibit
      A
      attached
      hereto, which shall be delivered by the Company to the Lender in connection
      with
      each such Loan; and

     

    Whereas,
      to
      induce the Lender to make each Loan, the Company will issue to the Lender in
      connection with each such Loan warrants (the “Warrants”)
      exercisable to purchase shares of the Company’s Common Stock, par value $0.001
      (“Common
      Stock”)
      at a
      exercise price of $0.80 per share (the “Exercise
      Price”),
      in
      the form attached as Exhibit
      B;
      

     

    Now,
      Therefore,
      in
      consideration of the foregoing premises and the covenants contained herein
      and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

    ARTICLE
      1

    Loans,
      Notes and Warrants, Etc.

     

    Section
      1.1 Loans,
      Notes and Warrants.

     

    (a) Loans.
      At any
      time on or after the date hereof, and until 5:00 on June 30, 2007, the Lender
      may elect to make one or more Loans to the Company. Such election shall be
      made
      by delivering to the Company a Notice of Election to Make Loan in the form
      of
Exhibit
      C
      to this
      Agreement (an “Election
      Notice”),
      appropriately completed to reflect the amount of the Loan then proposed to
      be
      made by him, together with the principal amount of such Loan either by (i)
      delivering to the Company with such Election Notice a certified or cashier’s
      check in the amount of such Loan or (ii) effecting, prior to or concurrently
      with the delivery of such Election Notice, a wire transfer in immediately
      available funds to an account designated in writing by the Company. If the
      Company chooses to accept such Loan, it shall execute such Election Notice
      and
      return it to the Lender with the other Loan Documents (as hereinafter defined).
      The Company my reject any such election, in its sole discretion, in which event
      it shall return all tendered documents and funds to the Lender.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        (b)
          Loan
          Documents.
          

      

    

     

    (i) Promptly
      (but in any event within three (3) business days) after the receipt of an
      Election Notice accompanied by the principal amount of the Loan as provided
      in
      Section 1.1(a), unless the Company does not elect to receive the Loan proposed
      to be made pursuant to such Election Notice, the Company shall deliver to the
      Lender (A) one or more Notes, in the form of Exhibit
      A
      (the
      outstanding principal amount of each such Note to be as reasonably requested
      by
      the Lender) representing the Loan then being made by the Lender, (B) one or
      more
      Warrants registered in the name of the Lender or his nominee (in such
      proportions as may reasonably be requested by the Lender) entitling the Lender
      or his nominee, if any, to purchase an aggregate number of shares of Common
      Stock that is equal to 25% of the amount of the principal amount of the Loan
      then being made by the Lender divided by the Exercise Price, exercisable for
      five years from the date upon which the Company accepts the applicable Loan,
      and
      (C) a certificate of an officer of the Company certifying that the
      representations of the Company contained in Section 2.1 of this Agreement were
      true and correct when made and continue to be true and correct as of the date
      of
      such certificate.

     

    (ii) All
      of
      the shares of Common Stock that may be acquired by the Lender upon exercise
      of
      the Warrants are referred to in this Agreement as the “Warrant
      Shares”.
      

     

    (iii) The
      date
      of this Agreement and date upon which the Company has accepted any Loan from
      the
      Lender are each referred to herein as a “Closing
      Date”.

     

    ARTICLE
      2

    Representations
      and Warranties

     

    Section
      2.1 Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations and warranties to the Lender
      as of the date hereof and as of the applicable Closing Date:

     

    (a) Organization
      and Qualification; Material Adverse Effect.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the State of Nevada and has the requisite corporate power to own
      its
      properties and to carry on its business as now being conducted. The Company
      is
      duly qualified as a foreign corporation to do business and is in good standing
      in every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary.

     

    (b) Authorization;
      Enforcement.
      (i) The
      Company has all requisite corporate power and authority to enter into and
      perform its obligations under this Agreement, the Notes and the Warrants and
      to
      issue the Warrant Shares in accordance with the terms of the Warrants, (ii)
      the
      execution and delivery of this Agreement, the Notes and the Warrants by the
      Company and the consummation by it of the transactions contemplated hereby,
      have
      been duly authorized by all necessary corporate action, and no further consent
      or authorization of the Company or its Board of Directors (or any committee
      or
      subcommittee thereof) or stockholders is required, (iii) this Agreement has
      been
      and the Notes and the Warrants will be duly executed and delivered by the
      Company, and (iv) this Agreement, the Notes and the Warrants constitute and
      will
      constitute, as the case may be, valid and binding obligations of the Company
      enforceable against the Company in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of creditors’ rights and remedies or by
      other equitable principles of general application.

     

    
      
         

      

      
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    (c) Issuance
      of Shares.
      The
      Warrant Shares are
      duly
      authorized and reserved for issuance and,
      upon
      exercise of the Warrants in accordance with the terms thereof, such Warrant
      Shares will be validly issued, fully paid and non-assessable, free and clear
      of
      any and all liens, claims and encumbrances, and the holders of such Shares
      shall
      be entitled to all rights and preferences accorded to a holder of the Common
      Stock.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement, the Notes and the
      Warrants by the Company, the consummation by the Company of the transactions
      contemplated hereby and thereby and the issuance of the Notes and the Warrants
      do not and will not (i) result in a violation of the Company’s charter or
      by-laws or (ii) conflict with, or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture, patent, patent license or instrument to which the Company
      or any of its subsidiaries is a party or (iii) result in a violation of any
      federal, state, local or foreign law, rule, regulation, order, judgment or
      decree (including federal and state securities laws and regulations) applicable
      to the Company or by which any property or asset of the Company is bound or
      affected, except (other than in the case of clause (i) above) where such
      violation would not reasonably be expected to have a Material Adverse Effect
      (as
      defined below). For purposes of this Agreement, “Material
      Adverse Effect”
shall
      mean any adverse effect on the business, operations, properties or financial
      condition of the Company and which is (either alone or together with all other
      adverse effects) material to the Company taken as a whole. The business of
      the
      Company is being conducted in material compliance with (i) its charter and
      by-laws, and (ii) all applicable laws, ordinances or regulations of any
      governmental entity, except (other than in the case of clause (i) above) where
      such violation would not reasonably be expected to have a Material Adverse
      Effect. Except for filings, consents and approvals required under applicable
      state and federal securities laws, the Company is not required under federal,
      state, local or foreign law, rule or regulation to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under this Agreement, the Notes and the Warrants.

     

    
      
         

      

      
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    Section
      2.2 Representations
      and Warranties of the Lender.
      The
      Lender makes the following representations and warranties to the Company as
      of
      the date hereof and on each Closing Date:

     

    (a) Authorization;
      Enforcement.
      (i) The
      Lender has the requisite power and authority to enter into and to perform its
      under this Agreement and to make the Loans and (ii) this Agreement constitutes
      the valid and binding obligation of the Lender enforceable against him in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of creditors’
rights and remedies or by other equitable principles of general
      application.

     

    (b) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Lender of the transactions contemplated hereby do not and will not (i)
      conflict with any agreement, indenture or instrument to which the Lender is
      a
      party, or (ii) result in a material violation of any law, rule, or regulation,
      or any order, judgment or decree of any court or governmental agency applicable
      to the Lender. The Lender is not required to obtain any consent or authorization
      of any governmental agency in order to perform his obligations under this
      Agreement.

     

    (c) Investment
      Representations.

     

    (i) Access
      to Information. The
      Lender acknowledges that he has had full and complete access to the books and
      records and to the management of the Company. The Lender acknowledges that
      the
      Company has made available to him the opportunity to examine such documents
      from
      the Company and to ask questions of, and receive full answers from, the Company
      concerning, among other things, the Company, its financial condition, its
      management, its prior activities and any other information which the Lender
      considers relevant or appropriate in connection with entering into this
      Agreement.

     

    (ii) Risks
      of Investment.
      The
      Lender acknowledges that the Notes, the Warrants and the Shares (together,
      the
“Securities”)
      have
      not been registered under the Securities Act of 1933, as amended (the
“Act”).
      The
      Lender is familiar with the provisions of Rule 144 under the Act and understands
      that in the event all of the applicable requirements of Rule 144 are not
      satisfied, registration under the Act or some other exemption from the
      registration requirements of the Act will be required in order to dispose of
      the
      Notes, the Warrants and the Shares, and that the Lender may be required to
      hold
      the Notes, the Warrants and the Shares for a significant period of time prior
      to
      reselling them. The Lender is capable of assessing the risks of an investment
      in
      the Securities and is fully aware of the economic risks thereof.

     

    (iii) Investment
      Intent.
      The
      Lender will acquire the Securities for his own account and not with a view
      to
      distribution in violation of any securities laws. The Lender has no present
      intention to sell any of the Securities in violation of federal or state
      securities laws and such Lender has no present arrangement (whether or not
      legally binding) to sell any of the Securities to or through any person or
      entity; provided,
      however,
      that by
      making the representations herein, the Lender does not agree to hold any of
      the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with federal and state
      securities laws applicable to such disposition.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (iv) Restricted
      Securities. The
      Lender acknowledges and understands that the terms of issuance of the Securities
      have not been reviewed by the U.S. Securities and Exchange Commission (the
      “SEC”)
      or by
      any state securities authorities and that the Securities will be issued in
      reliance on the certain exemptions for non-public offerings under the Act,
      which
      exemptions depend upon, among other things, the representations made and
      information furnished by the Lender, including the bona fide nature of the
      Lender’s investment intent as expressed above.

     

    (v) Ability
      to Bear Economic Risk. The
      Lender is an “accredited investor” as defined in Rule 501 of Regulation D under
      the Act, and that he (i) is able to bear the economic risk of his investment
      in
      the Securities, (ii) is able to hold the Securities for an indefinite period
      of
      time, (iii) can afford a complete loss of its investment in the Securities
      and
      (iv) has adequate means of providing for his current needs.

     

    (vi) No
      Public Solicitation. At
      no
      time was the Lender presented with or solicited by any general mailing, leaflet,
      public promotional meeting, newspaper or magazine article, radio or television
      advertisement, or any other form of general advertising or general solicitation
      in connection with the issuance.

     

    (vii) Reliance
      by the Company.
      The
      Lender understands that the Securities will be offered and sold in reliance
      on a
      transactional exemptions from the registration requirements of federal and
      state
      securities laws and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Lender set forth herein in order to determine the applicability of such
      exemptions and the suitability of the Lender to acquire the Securities.


     

    ARTICLE
      3

    Covenants

    


    Section
      3.1 Warrants
      on Exercise.
      Upon
      any partial exercise by the Lender (or then holder of the Warrants) of the
      Warrants, the Company shall issue and deliver to the Lender (or holder) within
      ten (10) business days of the date on which such Warrants are exercised, a
      new
      Warrant or Warrants representing the number of adjusted Warrant Shares in
      accordance with such Warrants. 

     

    
      
         

      

      
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    Section
      3.2 Replacement
      Warrants.
      The
      Warrants will be exchangeable at the option of the Lender (or then holder of
      the
      Warrants) at the office of the Company for other Warrants of different
      denominations entitling the holder thereof to purchase in the aggregate the
      same
      number of Warrant Shares as are purchasable under such Warrants. No service
      charge will be made for such transfer or exchange.

     

    Section
      3.3 Reservation
      of Stock Issuable Upon Exercise of the Warrants.
      The
      Company shall at all times reserve and keep available out of its authorized
      but
      unissued shares of Common Stock, solely for the purpose of effecting the
      exercise of the Warrants such number of its shares of Common Stock as shall
      from
      time to time be sufficient to effect the full exercise of the Warrants, and
      if
      at any time the number of authorized but unissued shares of Common Stock shall
      not be sufficient to effect the exercise of all the then outstanding Warrants
      and the conversion of all then outstanding Notes, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Common Stock to such number of shares
      as
      shall be sufficient for such purpose, including without limitation engaging
      in
      best efforts to obtain the requisite shareholder approval. 

     

    Section
      3.4 Registration
      Rights.
      

    


    (a) Right
      to Piggy Back.
      If, at
      any time, the Company proposes or is required to register any of its equity
      securities under the Act (other than pursuant to registrations on Form S-4
      or
      Form S-8 or such form or similar form(s) solely for registration of securities
      in connection with an employee benefit plan or dividend reinvestment plan or
      a
      merger, consolidation or acquisition) whether for its own account or the account
      of other security holders, the Company shall give prompt written notice of
      its
      intention to do so to the holder of each Registrable Securities (as defined
      below). Upon the written request of any holder, made within 15 days following
      the receipt of any such written notice (which request shall specify the maximum
      number of Registrable Securities intended to be disposed of by such holder
      and
      the intended method of distribution thereof), the Company shall use, subject
      to
      Sections 3.4(c) and 3.4(e) hereof, its best efforts to cause all such
      Registrable Securities, the holders of which have so requested the registration
      thereof, to be registered under the Act (with the securities which the Company
      at the time proposes to register) to permit the sale or other disposition by
      the
      holders (in accordance with the intended method of distribution thereof) of
      the
      Registrable Securities to be so registered. There is no limitation on the number
      of such piggyback registrations pursuant to the preceding sentence which the
      Company is obligated to effect.

    


    (b) Registrable
      Securities.
      For
      purposes of this Agreement, the term “Registrable
      Securities”
means
      (i) shares of Common Stock issued or issuable upon exercise of the Warrants
      and
      (ii) any securities received by way of a stock split or as a dividend with
      respect to such shares and any security into which such shares may hereafter
      be
      changed or for which such shares may be exchanged (by way of reorganization,
      recapitalization, merger, consolidation or otherwise). As to any particular
      Registrable Securities, such securities will cease to be Registrable Securities
      when (i) they have been effectively registered under the Act and disposed of
      in
      accordance with the registration statement covering them, or (ii) they may
      be
      transferred pursuant to Rule 144 under the Act (or any successor to such
      rule).

     

    
      
         

      

      
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    (c) Abandonment
      or Delay.
      If, at
      any time after giving written notice of its intention to register any equity
      securities and prior to the effective date of the registration statement filed
      in connection with such registration, the Company shall determine for any reason
      not to register or to delay registration of such equity securities, the Company
      may, at its election, give written notice of such determination to all holders
      of record of Registrable Securities and (i) in the case of a determination
      not
      to register, shall be relieved of its obligation to register any Registrable
      Securities in connection with such abandoned registration, without prejudice,
      however, to the rights of holders under Section 3.4, and (ii) in the case of
      a
      determination to delay such registration of its equity securities, permitted
      to
      delay the registration of such Registrable Securities for the same period as
      the
      delay in registering such other equity securities.

    


    (d) Holder’s
      Right to Withdraw.
      Any
      holder shall have the right to withdraw its request for inclusion of its
      Registrable Securities in any registration statement pursuant to this Section
      3.4 by giving written notice to the Company of its request to withdraw;
      provided, however, that (i) such request must be made in writing prior to the
      earlier of the execution of the underwriting agreement or the execution of
      the
      custody agreement with respect to such registration and (ii) such withdrawal
      shall be irrevocable and, after making such withdrawal, a holder shall no longer
      have any right to include Registrable Securities in the registration as to
      which
      such withdrawal was made.

    


    (e) Cutbacks.
      

    


    (i) 
      If the
      managing underwriter of any underwritten offering shall inform the Company
      by
      letter of its belief that the number of Registrable Securities requested to
      be
      included in a registration under this Section 2.2 would materially adversely
      affect such offering, then the Company will include in such registration, first,
      the securities being included in such registration by the holder(s) of
      securities initiating such registration pursuant to the terms of any contractual
      demand registration rights that may be granted to any person other than pursuant
      to this Agreement (or, if the Company initiates the registration, the securities
      being included in such registration by the Company), and second, Registrable
      Securities requested to be included in such registration and any other
      securities of the Company the holders of which have been granted piggy back
      registration rights, pro rata based on the number of shares that such holders
      of
      Registrable Securities and such other securities have requested for inclusion
      (without regard to whether such other piggy back registration rights were
      granted before or after the date hereof).

    


    (ii) If,
      in
      connection with a financing of the Company in an amount exceeding $5,000,000
      (a
“Substantial
      Financing”),
      the
      investor or investors object to the inclusion of the Registrable Securities
      in a
      registration statement of securities of the issued in connection with such
      financing, the Lender or holders agree to either waive their rights to have
      their Warrant Shares included in such registration statement unless they agree
      to a lock-up of the Warrant Shares for a period set by the investors not
      exceeding 9 months from the effective date of the registration
      statement.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    


    (iii) If
      the
      aggregate number of shares of the Company’s common stock included in a
      registration statement filed to register securities issued or issuable in a
      Substantial Financing exceeds the number of securities which the Securities
      and
      Exchange Commission, by rule or administrative practice, will be permitted
      to be
      registered at one time (the “Registration
      Maximum”),
      the
      Lender or holders agree that such number of Registrable Securities may be,
      pro
      rata with other securities registered for other holders who have been granted
      piggy back rights, removed from the registration statement until the
      Registration Maximum is reached.

     

    ARTICLE
      4

    Legend
      and Stock

     

    Each
      Note, each certificate representing Warrants and any shares of Common Stock
      issued upon exercise of the Warrants shall be stamped or otherwise imprinted
      with a legend substantially in the following form:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
        STATE SECURITIES LAWS. THEY MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED
        FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
        ACT
        AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL, IN FORM
        AND
        SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED
        BECAUSE OF AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
        REQUIREMENTS.

    

     

    The
      Company agrees to reissue Notes or Warrants, and to issue or reissue
      certificates representing Warrant Shares, as the case may be, without the legend
      set forth above, at such time as (i) the holder thereof is permitted to dispose
      of such Notes, Warrants and/or Shares pursuant to Rule 144 under the Act, or
      (ii) such Notes, Warrants and/or Shares are sold to a purchaser or purchasers
      who (in the opinion of counsel to the seller or such purchaser(s), in form
      and
      substance reasonably satisfactory to the Company and its counsel) are able
      to
      dispose of such shares publicly pursuant to an effective registration or
      exemption.

     

    Unless
      the Warrant Shares are registered under the Act, certificates representing
      such
      hares shall bear a legend in the same form as the legend indicated above.
      Nothing herein shall limit the right of any holder to pledge these securities
      pursuant to a bona fide margin account or lending arrangement.

     

    
      
         

      

      
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    ARTICLE
      5

    Miscellaneous

     

    Section
      5.1 Stamp
      Taxes.
      The
      Company shall pay all stamp and other taxes and duties levied in connection
      with
      the issuance of the Notes, Warrants and/or the Shares.

     

    Section
      5.2 Entire
      Agreement; Amendment.
      This
      Agreement, together with the Notes, the Warrants and the agreements and
      documents executed in connection herewith and therewith, contains the entire
      understanding of the parties with respect to the matters covered hereby and
      thereby, supercedes any prior understanding, memoranda or other written or
      oral
      agreements between or among any of them respecting the matters covered hereby
      and thereby and, except as specifically set forth herein or therein, neither
      the
      Company nor the Lender makes any representation, warranty, covenant or
      undertaking with respect to such matters. No provision of this Agreement may
      be
      waived or amended other than by a written instrument signed by the party against
      whom enforcement of any such amendment or waiver is sought. 

     

    Section
      5.3 Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by mail, facsimile or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be given to the Company at 805
      Third
      Avenue, New York, NY 10022 and
      to
      the Lender at the address shown on the signature page to this Agreement. Either
      party hereto may from time to time change its address for notices by giving
      at
      least 10 days written notice of such changed address to the other party
      hereto.

    


    Section
      5.4 Indemnity.
      Each
      party shall indemnify each other party against any loss, cost or damages
      (including reasonable attorney’s fees but excluding consequential damages)
      incurred as a result of such party’s breach of any representation, warranty,
      covenant or agreement in this Agreement; or incurred as a result of the
      enforcement of this indemnity.

     

    Section
      5.5 Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provision, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it
      thereafter.

     

    Section
      5.6 Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      5.7 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns.

     

    
      
         

      

      
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    Section
      5.8 No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    Section
      5.9 Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of laws
      principles. 

     

    Section
      5.10 Survival.
      The
      representations and warranties and the agreements and covenants of the Company
      and the Lender contained herein shall survive the Closing.

     

    Section
      5.11 Execution.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement, it being understood that both parties
      need not sign the same counterpart. 

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

    


    
      	 	 	COMPANY: 
	 	 	 	 
	 	 	PURE VANILLA EXCHANGE,
              INC. 
	 	 	 	 
	 	 	By: 	/s/
              Steven Yevoli 
	 	 	 	Name: Steven Yevoli 
	 	 	 	Title: CEO 
	 	 	 	 
	 	 	LENDER: 
	 	 	 	 
	 	 	/s/
              Thomas J. Fanning 
	 	 	THOMAS J. FANNING,
              SR. 
	 	 	Arnone, Lowth, Fanning,
              Wilson
              & Leibowitz 
	 	 	105 Broadhollow
              Road 
	 	 	Melville, NY
              11747 


    

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    EXHIBITS
      AND SCHEDULES

     

    


    
      	
              Exhibit
                A

            	
              Form
                of Note

            
	 	 
	
              Exhibit
                B

            	
              Form
                of Warrant

            
	 	 
	
              Exhibit
                C

            	
              Form
                of Notice of Election to Make Loan

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    Form
      of Note

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Exhibit
      B

    


    Form
      of Warrant

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Exhibit
      C

    


    Notice
      of Election to Make Loan

    


    


    Pure
      Vanilla eXchange, Inc.

    805
      Third
      Avenue 

    New
      York,
      NY 10022

    


    Gentlemen:

    


    Reference
      is made to a Loan Agreement dated as of March 29, 2007 (the “Agreement”)
      between Pure Vanilla Exchange, Inc., a Delaware corporation (the “Company”),
      and
      the undersigned. 

    


    Pursuant
      to Section 1.1(a)(ii) of the Agreement, the undersigned proposes to make a
      Loan
      to the Company in the principal amount of $_______. 

    


    a. In
      connection therewith, the undersigned is delivering to the Company the sum
      of
      $100,000 (check one) 

    


    [__]
      by
      wire transfer to the account of the Company 

    [__]
      by
      delivery to the Company of a certified or cashier’s check in such amount,
      concurrently with the delivery of this notice.

    


    b. The
      undersigned confirms that each of the representations and warranties contained
      in Section 2.2 of the Agreement is true and correct with respect to the
      undersigned as of the date of this Notice.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Notice of Election to Make
      Loan on ____________, 2007.

    


    
      	 	 	Lender: 
	 	 	 
	 	 	 
	 	 	Thomas J. Fanning,
              Sr. 
	 	 	 	 
	 	 	Address: 	Arnone, Lowth, Fanning, 
	 	 	 	Wilson & Leibowitz 
	 	 	 	105 Broadhollow Road 
	 	 	 	Melville, NY
              11747