Exhibit
            10.3

            

            IPTIMIZE,
            INC.

            BRIDGE NOTE AND STOCK PURCHASE AGREEMENT

            

            THIS BRIDGE LOAN AND STOCK
            PURCHASE AGREEMENT (this “Agreement”) is entered into as of
            ____________________ 2006, between IPTIMIZE, Inc., a Minnesota corporation
            (“Borrower” or the “Company”) and
            _________________________ (“Lender”), with reference to the
            following.

            

            WHEREAS, Borrower desires to
            borrow up to $1,000,000 from Lender (or group of Lenders under separate agreements of
            like terms, in aggregate) to meet working capital needs related to its planned
            registration statement with the Securities and Exchange Commission (the “SEC
            Registration”).

            

            WHEREAS, Lender desires to lend
            to Borrower pursuant to the terms of that certain Secured Promissory Note, of even date
            herewith, a copy of which is attached hereto as Exhibit “A” (the
            “Bridge Note” or “Note” herein).

            

            WHEREAS, Lender acknowledges
            that the securities offered hereby are speculative in nature; involve a high degree of
            risk; and recognize that Lender may be subject to a loss of its entire investment in
            the Company.

            

            NOW, THEREFORE, in consideration
            of the foregoing premises, the provisions set forth below, and other good and valuable
            consideration, the parties agree as follows.

            

            	
                    1.	
                    Loan. Borrower
                    hereby borrows from Lender and Lender hereby makes a loan to Borrower, in the
                    amount of $_____,000 (the “Loan Amount”) in
                    accordance with the terms of the Note. The proceeds of the Loan shall be
                    delivered to Borrower through an escrow, net of certain approved fees,
                    commissions and costs, if any, associated with the Loan. 


            

            

            	
                    2.	Senior
                    Debt. The Note will rank senior in right of payment to all existing and any
                    future indebtedness of Borrower, and shall be incorporated in total borrowing
                    under the same or similar terms hereby on a pro rata basis with other
                    “Bridge Note” investors which may complete Bridge Note
                    agreements. 


            

            

            	
                    3.	Security
                    Interest. In consideration of the Loan extended to Borrower and as security
                    and collateral for the payment of the Note by Borrower and for the due
                    performance and compliance by Borrower of all of the terms and provisions of
                    this Agreement, Borrower hereby delivers, transfers, grants a security interest
                    in, and assigns to Lender all of its right, title and interest in and to the
                    following which shall be referred to as the “Collateral”:
                    


            

            

            	
                      	(a)
                    	Any cash or
                    receivables or assets not previously pledged or previously claimed as
                    collateral under existing lease, debt or other lending agreements; and
                    


            

            

            	
                      	(b)
                    	All assets
                    and intellectual property, patent rights, or related intangible assets not
                    previously pledged or previously claimed as collateral under existing lease,
                    debt or other lending agreements. 


            

            

            

            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            	4.
                    	
                    Execution of Further
                    Documentation. 


            

            

            	
                      	(a)
                    	At the
                    expense of Borrower, Borrower shall promptly execute and deliver all further
                    instruments and documents, and take all further action, that Lender, in its
                    sole discretion may determine to be reasonably necessary or convenient from
                    time to time in order to perfect and protect any security interest granted or
                    purported to be granted hereby or to enable Lender to exercise and enforce its
                    rights and remedies hereunder with respect to the Collateral. Without limiting
                    the generality of theforegoing, at the request of Lender, Borrower
                    shall: 


            

            

            	
                      	(i)
                    	Execute and
                    file such financing statements or continuation statements, or amendments
                    thereto, and such other instruments or notices, as may be necessary or
                    desirable, or as Lender may request in order to perfect and preserve the
                    security interests granted or purported to be granted hereby; and 


            

            

            	
                      	(ii)
                    	Appear in
                    and defend any action or proceeding that may affect Borrower’s title to
                    or Lender’s security interest in all. or any part of the
                    Collateral. 


            

            

            	
                      	(b)
                    	Borrower
                    hereby authorizes Lender to file one or more financing or continuation
                    statements, and amendments thereto, relative to all or any part of the
                    Collateral without the signature of Borrower. Borrower agrees that a carbon,
                    photographic or other reproduction of this Agreement or of a financing
                    statement signed by Borrower shall be sufficient as a financing statement and
                    may be filed as a financing statement in any and all jurisdictions.
                    


            

            

            	
                    5.	
                    Conversion of Note to
                    Common Stock. At the Lender’s sole discretion, the outstanding amount
                    of the Note may be voluntarily convertible into Common Stock. Borrower hereby
                    sells to Lender ________________ shares of Common Stock of
                    Borrower for the total of the Note amount, based on the per share price of
                    $0.25 per share, unless the Loan Amount shall be paid down in
                    part (for which the remaining amount would convert at the rate of 4,000 shares
                    for every $1,000 of the outstanding Loan Amount). Additional shares shall also
                    be sold to Lender based on the accrued interest from the date of this Agreement
                    until such date of conversion at the same price per share. 


            

            

            Upon conversion, the Note and
            this Agreement shall be deemed paid in full, all terms related to the Note shall become
            null and void, and the Lender shall assume all rights of share ownership as defined in
            the Articles of Incorporation and By-Laws related to any Common Stock Offering of the
            Company.

            

            	
                    6.	Shares
                    Issuable for Bridge Note. Lender shall receive common stock shares (the
                    “Bridge Note Shares”) as an inducement to enter into this
                    Agreement. Lender shall receive ____________ shares of Common
                    Stock (based on .33 shares per $1,000 of Note Amount). Such shares shall be
                    evidenced by a certificate issued from the company’s authorized stock
                    transfer agent and shall contain all rights as provided for holders of Common
                    Stock of the company. 


            

            

            	
                    7.	
                    Incentive Warrants.
                    Lender shall receive incentive warrants (the “Bridge Warrants”) as
                    an inducement to enter into this Agreement. Lender shall receive Bridge
                    Warrants for ____________ Common Stock shares upon exercise
                    (based on .33 shares per $1,000 of Note Amount). Bridge Warrants shall have an
                    exercise price of $0.75 per share and shall be convertible into Common Stock at
                    any time over a period of three (3) years from the date of this
                    Agreement. 


            

            

            	
                    8.	
                    Voting. Unless an
                    Event of Default shall have occurred and be continuing, Borrower shall be
                    entitled to vote its shares to give consents, waivers, and ratification in
                    respect thereof, provided that no vote shall be cast or consent, waiver or
                    ratification given or action taken which would violate or not comply with any
                    of the terms and provisions of this Agreement or of the Note. All such rights
                    of Borrower to vote, and to give consents, waivers and ratifications shall
                    cease if an Event of Default shall occur and be continuing. If there shall have
                    occurred an Event of Default, Borrower hereby grants to Lender an irrevocable
                    proxy pursuant to which proxy Lender shall be entitled to vote or consent in
                    its discretion and in such event Borrower agrees to deliver to Lender such
                    further evidence of such proxy as Lender may request. 


            

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            	
                    9.	Shares
                    to Be Registered. If Borrower undertakes to register shares of its common
                    stock with the SEC or conducts a public offering, Borrower shall give thirty
                    (30) days prior written notice thereof to Lender, and shall upon the written
                    request of Lender, include in the registration statement such number of: (a)
                    the Common Stock shares underlying conversion of the Note; (b) the Bridge Note
                    Stock issued hereby; and (c) the stock underlying the Bridge Warrants, as
                    Lender may request subject to reasonable limitations established by an
                    underwriter. Such inclusion, in any event shall be at no cost to Lender and
                    shall be at the sole cost and expense of Borrower. In connection with any
                    notification or registration statement, Borrower shall take any reasonable
                    steps to make the securities covered thereby eligible for public offering and
                    sale by the effective date of such notification or registration statement. In
                    connection with any filing hereunder Borrower shall bear all the expenses and
                    professional fees which arise in connection with such filings and keeping them
                    effective and correct as provided hereunder, and shall provide Lender with a
                    reasonable number of printed copies of the prospectus or offering circulars.
                    Borrower consents to the use of such prospectus, SB-2, S-1 or circular in
                    connection with the sale of Lender’s shares. 


            

            

            	
                    10.	
                    Organization.
                    Borrower: (i) is a corporation duly organized, validly existing and in good
                    standing under the laws of the State of Minnesota; (ii) is domiciled and is
                    duly qualified and licensed to do business in the State of Colorado; and (iii)
                    has all requisite power and authority to carry on its business, to own and hold
                    its properties and assets, to enter into and perform this Agreement and to
                    issue and carry out the provisions of the Note and this Agreement. The
                    execution, delivery and performance by Borrower of this Agreement, the issuance
                    of the Common Stock, the Note and the pledge of the Collateral have been duly
                    and validly authorized by Borrower’s Board of Directors and no
                    authorization or approval of Borrower’s shareholders is required in
                    connection therewith. 


            

            

            	
                    11.	
                    Acknowledgements by
                    Lender. Lender hereby represents and warrants to Borrower as
                    follows. 


            

            

            	
                      	(a)
                    	
                    Knowledge and
                    _Experience. Lender has sufficient knowledge and experience in financial
                    and business matters to be capable of evaluating the merits and risks of
                    investments generally and of investment in Borrower in particular, and LENDER
                    IS ABLE TO BEAR THE ECONOMIC RISK OF THIS LOAN TRANSACTION WITH FULL
                    UNDERSTANDING THAT IT CAN LOSE ITS ENTIRE INVESTMENT IN BORROWER WITHOUT
                    PRODUCING A MATERIAL ADVERSE CHANGE IN LENDER’S FINANCIAL
                    CONDITION. 


            

            

            	
                      	(b)
                    	No
                    Securities Registration. Lender is aware that, while the Lender intends to
                    file a registration statement, as of the date hereby, no registration statement
                    has been filed with the United States Securities and Exchange Commission, nor
                    with any other regulatory authority concerning the Common Stock or the
                    Note. 


            

            

            	
                      	(c)
                    	
                    Transferability
                    Restrictions. The Note and the Common Stock cannot be transferred or sold
                    unless such transfer or sale is registered pursuant to the Securities Act of
                    1933 (the “Act”) and registered or qualified pursuant to applicable
                    securities laws, or exemptions from such registrations or qualifications are
                    available or without the prior written consent of Borrower which consent may
                    require an opinion of the transferor’s legal counsel (conducted with by
                    Borrower’s legal counsel) to the effect that the proposed transfer is
                    exempt from the registration provisions of the Act and from the registration or
                    qualification provisions of any applicable sectirities law. 


            

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            	
                      	(d)
                    	Limited
                    Public Market. Lender is aware that there is only a limited public market for
                    the Common Stock and that Lender may not be able to readily liquidate
                    Lender’s investment in Borrower. 


            

            

            	
                      	(e)
                    	
                    Subscription Agreement.
                    Lender shall execute a Subscription Agreement concerning the purchase of the
                    Common Stock. 


            

            

            12.    
            Default.

            

            	
                      	(a)
                    	Event of
                    Default. The occurrence of any of the following events shall be an event of
                    default under this Agreement and the Note (“Events of
                    Default”). 


            

            

            	
                      	(i)
                    	If default
                    shall be made in the due and punctual payment of any principal of or interest
                    or cost under the Note; 


            

            

            	
                      	(ii)
                    	If default
                    shall be made in the due and punctual performance or observance of any material
                    non-payment term, condition or covenant contained in this Agreement or the Note
                    and such default continues unremedied for a period forty-five (45) days after
                    written notice to Borrower by Lender, or if any representations or warranties
                    of Borrower contained in this Ageement is untrue or inaccurate in any material
                    respect as of the date on which such representation or warranty is made;
                    


            

            

            	
                      	(iv)
                    	The
                    material breach of any warranty of Borrower contained in this Agreement not
                    cured within forty-five (45) days of written notice of such breach;
                    


            

            

            	
                      	(v)
                    	If
                    Borrower: (a) files a petition in bankruptcy or a petition to take advantage of
                    any insolvency act or other act for the relief or aid of debtors; (b) makes an
                    assignment for the benefit of its creditors; (c) consents to or acquiesces in
                    the appointment of a receiver, liquidator or trustee of itself or of the whole
                    or any part of its properties and assets; (d) files a petition or answer
                    seeking for itself reorganization, arrangement, composition, readjustment.
                    liquidation, dissolution or similar relief under the federal bankruptcy laws or
                    any other applicable law; or (e) on a petition in bankruptcy filed against it,
                    is adjudicated a bankrupt; 


            

            

            	
                      	(vi)
                    	If a court
                    of competent jurisdiction shall enter an order, judgment or decree appointing,
                    without the consent of acquiescence of Borrower, as a receiver, liquidator or
                    trustee of Borrower, or of the whole or any substantial part of its properties
                    and assets, or approving a petition filed against it seeking reorganization,
                    arrangement, composition, readjustment, liquidation, dissolution or similar
                    relief under the federal bankruptcy laws or any other applicable law, and such
                    order judgment or decree shall remain unvacated or not set aside or unstayed
                    for an aggregate of thirty (30) days, whether or not consecutive, from the date
                    of the entry thereto; 


            

            

            	
                      	(vii)
                    	If, under
                    the provisions of any other law for the relief or aid of debtors, any court of
                    competent jurisdiction shall assume custody or control of Borrower or the whole
                    or any substantial part of its operations and assets and such custody and
                    control shall remain unterminated or unstayed for an aggregate of thirty (30)
                    days, whether or not consecutive, from the date of assumption of such custody
                    or control. 


            

            

            	
                      	(b)
                    	Due and
                    Payable. Upon the occurrences of any such Event of Default, Lender at its
                    option exercised by written notice to Borrower, shall deern the principal under
                    the Note, together with the interest and charges accrued thereon, become
                    immediately due and payable. Lender may exercise any or all of the rights and
                    remedies granted to a secured party under the provisions of the Uniform
                    Commercial Code (as now or hereafter in effect), including without limitation
                    the power to dispose of the Collateral by public or private sale or to accept
                    the Collateral in full payment of the Note and all other indebtedness secured
                    hereunder. Any proceeds realized from the disposition of the Collateral
                    pursuant to the private power of sale hereby granted to Lender, shall: (i)
                    first be applied to the payment of expenses incurred by Lender in connection
                    with the disposition; and (ii) the balance shall be applied to the payment of
                    the Note; (iii) thereafter to any senior indebtedness; and finally (iv) to any
                    other indebtedness secured hereunder in such order of application as Lender
                    shall deem appropriate. Any surplus proceeds shall be paid over to Borrower. In
                    the event such proceeds prove insufficient to satisfy all indebtedness secured
                    hereunder, then Borrower shall be liable for the deficiency. 


            

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            	
                      	(c)
                    	Other
                    Remedies. The rights, powers and remedies granted to Lender pursuant to the
                    provisions of this Agreement shall be in addition to all the rights, powers and
                    remedies granled to Lender under any statute or rule of law. Any forbearance,
                    failure or delay by order, exercising any right, power or remedy under this
                    Agreement shall not be deemed to be waiver of such right, power or reinedy. Any
                    single or partial exercise (if any right, power or remedy under this Agreement
                    shall not preclude the further exercise thereof, and every right, power and
                    remedy of Lender under this Agreement shall continue in full force and effect
                    until such right, power or remedy is specifically waived by any instrument
                    executed by Lender. 


            

            

            	
                    13.	Choice
                    of Law. This Agreement shall be interpreted in accordance with the law of
                    the State of Colorado, in the City and County of Denver, including all matters
                    of construction, validity, performance and enforcement, without giving effect
                    to any principles of conflict of laws. 


            

            

            	
                    14.	
                    Attorneys’
                    Fees. If any arbitration, litigation, action, suit or other proceeding is
                    instituted to remedy, prevent or obtain relief from a breach of this Agreement,
                    in relation to a breach of this Agreement or pertaining to a declaration of
                    rights under this Agreement the prevailing party will recover all such
                    party’s attorneys’ fees incurred in each and every such action,
                    suit or other proceeding, including any and all appeals or petitions therefrom.
                    As used in this Agreement, attorneys’ fees will be deemed to be the
                    actual costs of any legal services actually performed in connection with the
                    matters involved, including those related to any appeal or the enforcement of
                    any judgment, calculated on the basis of the usual fee charged by attorneys
                    performing such services, and will not be limited to “reasonable
                    attorneys’ fees” as defined in any statute or rule of court.
                    


            

            

            	
                    15.	
                    Notices. Any notice
                    to be given hereunder shall be given (except as otherwise expressly set forth
                    herein) by registered or certified mail, postage prepaid, by cable, telex or
                    facsimile, or may be dilivered by hand or by messenger and shall be deemed to
                    have been received as follows: if given by registered or certified mail, five
                    business days after posting; if given by cable, two business days after
                    dispatch, if given by telex or facsimile one business day after dispatch; and
                    if delivered by hand or by messenger and receipted for by or on behalf of the
                    party to whom the notice is directed, at the time of such delivery.
                    


            

            

            	
                    16.	
                    Miscellaneous. This
                    Agreement may be executed in counterparts, each of which shall be an original
                    but all of which shall be constituted one and the same instrument. Each
                    provision of this Agreement is intended to be severable and if any term or
                    provision herein is determined invalid or unenforceable for any reason, such
                    illegality or invalidity will not affect the validity of the remainder of this
                    Agreement and, wherever possible, intent will be given to the invalid or
                    unenforceable provision. The language in all parts of this Agreement shall be
                    in all cases construed simply according to its fair meaning and not strictly
                    for or against any party. The recitals and all exhibits, attachments or other
                    documents referenced in this Agreement are fully incorporated into this
                    Agreement by reference. Unless expressly set forth otherwise herein, all
                    references herein to a “day,” “month” or
                    “year” will be deemed to be a reference to a calendar day, month or
                    year, as the case may be. Unless expressly set forth otherwise herein, all
                    cross-references herein will refer to provisions within this Agreement, and
                    will not be deemed to be references to the overall transaction or to any other
                    agreement or documents. No provision of this Agreement or the docunents
                    referred to herein may be altered, amended, canceled, revoked, or otherwise
                    modified, and no addition to this Agreement may be made, unless in writing
                    signed by each of the parties. 


            

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            	
                    17.	Entire
                    Agreement. The terms of this Agreement and the agreements contemplated
                    hereby are intended by the parties as a final expression of their agreement
                    with respect to such terms and may not be contradicted by evidence of any prior
                    agreement or contemporaneous oral agreement, and this agreement and the
                    agreements referenced herein constitute the complete and exclusive statement of
                    its terms and no extrinsic evidence whatsoever may be introduced in any
                    judicial or arbitration proceeding, if any, involving this Agreement.
                    


            

            

            IN WITNESS WHEREOF,
            thisAgreement is entered into by the parties as of the date set forth above.


            	
                    	
                    
	
                    "BORROWER"

                    IPTIMIZE, INC.

                    

                                                          


                     _____________________________

                    Clinton J. Wilson

                    Chief Executive Officer and President

                                                          


                                                           
                    	
                    "LENDER"

                     

                    

                      

                     ___________________________

                    an individual

                    

                     

                     Loan Amount: $_________,000 


            

            

            

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            EXHIBIT
            “A”

            

            SECURED
            PROMISSORY NOTE

            

            FOR VALUE RECEIVED, IPTIMIZE,
            Inc., a Minnesota corporation (“Borrower”), hereby covenants and
            promises to pay to ____________________________ (“Lender”),
            ____________________ Thousand Dollars ($________,000.00) in lawful money of the
            United States of America, together with interest thereon computed from the date hereof
            at the rate of fifteen percent (15.0%) per annum, on an actual day/360 day
            basis. All interest, principal and other costs hereunder shall be due and payable to
            the holder (“Holder”) of this Secured Promissory Note (this
            “Note”) on the earlier of: (i) conversion into Common Stock under such
            conditions as defined in the Bridge Loan and Common Stock Purchase Agreement, of even
            date herewith (the “Loan Agreement”); or (ii) twelve (12) months
            from the date hereof (the “Due Date”).

            

            Payments of principal and
            interest will be made in legal tender of the United States of America. Borrower shall
            have the right to prepay without penalty all or any part of the unpaid balance of this
            Note at any time. Borrower shall not be entitled to re-borrow any prepaid amounts of
            the principal, interest or other costs or charges. All paymonts made pursuant to this
            Note will be: (i) first applied to accrued and unpaid interest, if any; (ii) then to
            any lien or other proper charges under this Note; and (iii) the balance, if any, to
            principal.

            

            Notwithstanding anything in this
            Note to the contrary, the entire unpaid principal amount of the Note, togother with all
            accrued but unpaid interest thereon and other unpaid charges hereunder, will become
            imnediately due and payable without further notice at the option of the Holder upon any
            of the following (the “Acceleration Date”): (i) Borrower fails to timely
            make any payment hereunder when such payment becomes first due and such failure
            continues for a period of five (5) days after written notice from Holder to Borrower;
            (ii) the occurrence of an “Event of Default” as defined in the Loan
            Agreement or this Note and such default continues unremedied for a period of ten (10)
            days after written notice to Borrower by Lender; (iii) Borrower ceases to carry on
            business on a regular basis or enters into an agreement to sell substantially all of
            its assets or any agreement whereby it merges into, consolidates with or is acquired by
            any other business entity; or (iv) Borrower makes any assignment for the benefit of its
            creditors, makes any election to wind up or dissolve or becomes unable to pay
            Borrower’s debts as they mature, insolvent or the subject of any proceeding under
            any bankruptcy, insolvency or debtor’s relief law.

            

            If any amount payable to Holder
            under this Note is not received by Holder on or before the Due Date, then such amount
            (the “Delinquent Amount”) will bear interest from and after the Due Date
            until paid at an annual rate of interest equal to eighteen percent (18.0%) (the
            “Default Rate”).

            

            This Note is secured by the
            unencumbered assets of IPtimize, Inc., and certain other collateral described in the
            Bridge Loan Agreement. All rights, remedies, undertakings,obligations, judgements,
            covenants, conditions of the Note and the Loan Agreement are cumulative and no one of
            them will be exclusive of any other. Any notice to any party concerning this Note will
            be delivered as set forth in the Note Agreement.

            

            Borrower for itself and its
            legal representatives, successors and assigns, expressly waives presentment, protest,
            demand, notice of dishonor, notice of nonpayment, notice of maturity, notice of
            protest, presentment for the purpose of accelerating maturity, and diligence in
            collection, and consents that Holder may extend the time for payment or otherwise
            modify the terms of payment or any part or the whole of the debt evidenced hereby. To
            the fullest extent permitted by law, Borrower waives the statute of limitations in any
            action brought by Holder in connection with this Note and the right to a trial by
            jury.

            

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            IPtimize Bridge
            Note Agreement

            
            


            
            

            

            This Note shall be interpreted
            in accordance with the law of the State of Colorado, in the City and County of Denver,
            including all matters of construction, validity, performance and enforcement, without
            giving effect to any principles of conflict of laws. Any dispute, action or proceeding
            concerning this Note will be initiated, maintained, heard and decided exclusively in
            Denver, Colorado. Borrower irrevocably waives its right to a jury trial in all such
            disputes, actions and proceedings. The prevailing party in any action, litigation or
            proceeding including any appeal or the collection of any judgment concerning this Note
            will be awarded, in addition to any damages, injunctions or other relief, and without
            regard to whether or not such matter be prosecuted to final judgment, such
            party’s costs and expenses, including reasonable attorneys’ fees, including
            from in-house attorneys and paralegals and Lender shall be entitled to recover all of
            its attorneys’ fees and costs should Lender place this Note in the hands of an
            attorney for collection. This Note may not be changed, modified, amended or terminated
            orally.

            

            In the event that this Note
            shall require the payment of interest in excess of the maximum amount permissible under
            applicable law, Borrower’s obligations hereunder shall automatically and
            retroactively be deemed reduced to the highest maximum amount permissible under
            applicable law. In the event Holder receives as interest an amount that would exceed
            such maximum applicable rate, the amount of any excess interest shall not be applied to
            the payment of interest hereunder, but shall automatically and retroactively be applied
            to the reduction of the unpaid principal balance due hereunder. In the event and to the
            extent such excess amount of interest exceeds the outstanding unpaid principal balance
            hereunder, any such excess amount shall be immediately returned to Borrower by Holder.
            Borrower hereby waives any provisions of any state or federal law concerning usury or
            the limitation on the maximum rate of interest chargeable by a lender.

            

            IN WITNESS WHEREOF, this
            Agreement is entered into by the parties as of the date set forth above.


            	
                    	
                    
	
                    "BORROWER"

                    IPTIMIZE, INC.

                                                         


                                                          


                     _______________________________

                    Clinton J. Wilson

                    Chief Executive Officer and President

                                                         


                                                          
                    	
                    "LENDER"

                     

                      

                      

                     ____________________________

                    an individual

                    

                     

                     Loan Amount: $_________,000 


            

            

            

            

            

            

            

            

            8