Exhibit
            10.13

            

            
            


            


            
            Pre-
            Bridge Loan
            Agreement
            (the “Pre-Bridge
            Agreement”) is entered into this
            __
            th day of
            May
            2007
            between IPtimize, Inc., a
            Minnesota corporation
            located at 2135 S. Cherry Street,
            Suite 200, Denver, Colorado 80222 (the “Borrower”) and
            ________________________, residing
            at _______________________
            (the “Lender
            ”). The
            Lender
            and the Borrower are sometimes
            individually referred to as a “Party” and collectively as the
            “Parties”.

             


            
                                
            W I T N E S S E T
            H:


            


            
            WHEREAS
            , Borrower desires to borrow
            $______ from the
            Lender
            (the “Loan Amount”) as
            part of a total pre-bridge loan financing of up to $75
            0,000 (the “Pre
            Bridge
            ”) to meet the immediate
            working capital needs of the Borrower prior to the Borrower’s implementation of a
            proposed permanent PIPE
            financing in excess of
            $1,
            500,000 (the “PIPE
            ”); and

             


            
            WHEREAS,
            the
            Lender
            together with all other
            P
            re
            Bridge Lender, each of whom shall
            participate in the Pre
            Bridge
            on a pro rata and pari passu basis
            and who shall each execute his own
            p
            re-b
            ridge
            a
            greement
            and annexed promissory note
            with the Borrower (collectively the
            “Additional
            Lender
            ”) are collectively willing to
            lend the Pre Bridge
            to the Borrower.

             


            
            NOW, THEREFORE,
            in consideration of the
            representations, warranties, covenants and agreements herein contained, the receipt and
            adequacy of which is hereby acknowledged and accepted, the Parties hereby agree as
            follows:


            


            
            1.     
            Terms of the Pre
            Bridge
            .


            


            
            1.1
                 
            The Pre
            Bridge
            . The
            Lender
            hereby agrees to lend the Loan
            Amount to the Borrower and the Borrower hereby accepts the Loan Amount from the
            Lender
            and agrees to repay the same in
            lawful money of the United States of America. The Loan Amount shall be evidenced by a
            promissory note bearing interest at the rate of ten (10.0%) percent per annum on an
            actual day/360 day basis and payable on the Due Date (as that term is defined below),
            in the form annexed hereto as Exhibit “A” and hereby incorporated herein by
            reference (the “Note”). The Note shall be duly executed by the Borrower and
            delivered to the
            Lender
            simultaneously with the execution of
            this Pre Bridge Agreement.


            


            
            1.2     
            Due
            Date.     The
            Loan Amount shall be due and payable on the earlier of: (i) the closing of the
            PIPE
            ; (ii)
            six months
            from the date of this Pre Bridge
            Agreement; or (iii) the receipt by the
            Lender
            of Commission Income (as that term
            is defined in Section 1.5 below) equal to the Loan Amount (the "Due Date").


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            
            1.3     
            Payments and
            Prepayments.The Borrower
            shall not be entitled to re-borrow any prepaid Loan Amount or other costs or charges.
            All payments made pursuant to this Pre Bridge Agreement shall be first applied to
            accrued and unpaid interest, then to any lien or other proper charges under this Pre
            Bridge Agreement and finally to the aggregated principal balance of the Loan Amount.
            Absent the foregoing, interest on the Loan Amount shall be due and payable in one lump
            sum on the Due Date.


            


            
            1.4     
            Closings.
            The closing of the Pre
            Bridge
            shall take place simultaneously with
            the execution of this Pre Bridge Agreement via facsimile. Simultaneously with the
            execution of this Pre Bridge Agreement, the
            Lender
            shall deliver the Loan Amount to the
            Borrower via Federal wire transfer or such other manner as shall be mutually agreed
            upon between the Borrower and the
            Lender
            (the “Closing”). At the
            Closing, the Borrower shall deliver this Pre Bridge Agreement duly executed by the
            Borrower.


            


            
            1.5     Collateral
            Security. The following provisions shall be applicable:


            


            
                 A.     As
            collateral security for the Borrower’s repayment of the Loan Amount to the
            Lender, as evidenced by the filing of the UCC-1 Financing Statement as described in
            Section 1.6 below, and until the Loan Amount has been repaid, the Borrower hereby
            covenants and agrees: (i) within two business days from the execution of this
            Agreement, it shall open a separate segregated account in the name of the Borrower at
            Vectra Bank Colorado (the “Account”); (ii) the Borrower shall designate
            Gary J. Graham, in his capacity as President (“Graham”) of First Capital
            Business Development, LLC, a Colorado limited liability company, located at 16293 East
            Dorado Place, Centennial, CO 80015 (“FCBD”) in its capacity as collection
            and disbursement agent for the Additional
            Lender
            (collectively the
            “Participating
            Lender
            ”), shall be the sole
            signatory on the Account; (iii) within 24 hours of its receipt, the Borrower’s
            President, Clinton J. Wilson
            and/or such other executive officers or employees designated by him and indicated to
            the Participating
            Lender
            in writing
            (the “Designated
            Officer”) shall deposit all of the monthly commission income received by the
            Borrower from its agreements with Qwest Communications and Level 3 Communications
            (collectively the “Commission Income”) into the Account; and (iv) upon the
            deposit of the Commission Income into the Account, the Designated Officer shall send a
            confirming email to Graham at
            ggraham@fstcapital.com
            ;


            


            
                 B.     The
            Borrower shall continue to promptly deposit the Commission Income into the Account
            until the Pre-Bridge have
            been paid in full either through cash payment or conversion into a portion of
            the PIPE
            ;


            


            
                 C.     The
            Borrower hereby authorizes and directs Graham, in his capacity as collection and
            disbursement agent for the Participating Lender, to: (i)
            either
            withdraw the Commission Income from
            the Account and to pay the same pro rata to the Participating
            Lender
            on a monthly basis
            or to return the same to the
            Borrower; (ii) to account to the Borrower on a quarterly basis as to the disbursement
            of the Commission Income; and (iii) to resign as a signatory on the Account within two
            business days from the date the Participating
            Lender
            shall have been repaid the full
            Pre-PIPE amount;


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            
                        
            D.     In
            its capacity as the lead and first Participating
            Lender
            , and without any other legal duty
            or obligation to do so, Graham hereby covenants and agrees to faithfully and
            impartially: (i) collect the Commission Income from the Account; (ii) to disburse the
            Commission Income pro rata to the Participating
            Lender
            ; (iii) to maintain accurate books
            and records of all transaction for and on behalf of the Participating
            Lender
            ; (iv) report all transactions in
            the Account to the Borrower each quarter the Account is open; (v) as soon as the
            Participating Lender
            have been repaid the Pre-PIPE
            Amount and all accrued interest from
            the Commission Income and/or the proceeds of the
            PIPE
            , to return any un-disbursed
            Commission Income in the Account back to the Borrower and resign as a signatory on the
            Account; and (vi) assuming a UCC-1 Financing Statement has been filed, to execute and
            deliver to the Borrower a UCC-2 Termination Statement evidencing the termination of
            FCBD’s interest in the Account and in the Commission Income;


            


            
                      E.     Simultaneously
            with the execution of this Pre Bridge Agreement, the Borrower shall execute and deliver
            to Qwest Communications and Level 3 Communications a letter requesting them to deposit
            the Commission Income into a designated lock box. The letter shall be delivered via
            overnight package delivery service or by registered or certified mail with a copy to
            the Lender
            ; and

             

                       F.     In
            addition to the Commission Income, the Loan Amount shall also be secured by the
            un-pledged assets of the Borrower. Until the Loan Amount together with all accrued
            interest shall have been repaid in full, any and un-pledged assets of the Borrower
            shall be available as additional collateral security for the Loan Amount.

             

                       1.6     
            Security Documents and
            Fees. Simultaneously with
            the execution and delivery of this Pre Bridge Agreement, the Borrower shall execute and
            deliver to the Lender
            a UCC-1 financing statement
            evidencing the Lender
            ’ security interest in the
            Commission Income. In addition, the Borrower hereby specifically agrees and consents
            that a photocopy or other reproduction of this Pre Bridge Agreement shall be deemed to
            be the legal equivalent of a financing statement and may be filed with any county clerk
            as evidence of the
            Lender’
            security interest. At the closing of
            the PIPE
            , the Borrower shall pay to a
            finder's fee of 10% to any individual, firm or entity that introduces a
            Participating Lender
            to the Borrower and who advances all
            or any portion of the Pre-Bridge
            to the Borrower.

             


            
                      
            1.7.     
            Additional
            Consideration. As
            additional consideration for the Loan Amount, the Borrower hereby covenants and agrees
            as follows:


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            
                 A.     Simultaneously
            with the execution of this Pre-Bridge Agreement, the Borrower shall cause the issuance
            and delivery to the
            Lender
            of a warrant
            in the form annexed hereto as
            Exhibit “B” and hereby incorporated herein by reference
            with a five (5) year term (the
            “Warrant”) entitling the
            Lender
            to purchase an aggregate of one
            share of the Borrower’s Common Stock,
            no
            par value per share (the
            “Shares”) for each one Dollar loaned to the Borrower and aggregating the
            Loan Amount, or a total of
            __
            ,000 shares (the “Warrant
            Shares”). The Warrant shall be exercisable at a price of $0.50 per Share or such
            greater or lesser amount equal to the conversion rate at which the
            PIPE
            is convertible into Shares. The
            Warrant Shares shall be registered under the Securities Act of 1933, as amended (the
            “Securities Act”), in accordance with the following:


            


            
                                    
            1.)     If at any time during the five-year term of the
            Warrants, the Borrower proposes to file a Registration Statement under the Securities
            Act (a “Registration Statement”); it will at such time give written notice
            to the Lender
            of its intention to do so. Upon
            written request of the
            Lender
            , given within 15 days after the
            giving of any such notice by the Borrower, the Borrower will advise the
            Lender
            that it shall include his Warrant
            Shares in the Registration Statement. If, however, the offering to which the
            Registration Statement relates is to be distributed by or through an underwriter
            or placement agent
            approved by the Borrower, the
            Lender
            hereof may at his option agree to
            sell the Warrant Shares through such underwriter
            or placement agent
            on the same terms and conditions as
            the underwriter or placement
            agent agrees to sell the
            other securities proposed to be registered. In addition, if such underwriter
            or placement agent
            determines that the inclusion of all
            the Warrant Shares sought to be sold would have an adverse effect on the offering,
            the Lender
            shall be entitled to participate in
            the underwriting and register his Warrant Shares on a pro rata basis or as such other
            quantity of the Warrant Shares as the underwriter
            or placement agent
            may determine.


            


            
                          
             2.)     The Borrower covenants and agrees that it shall
            prepare and promptly file with the Securities and Exchange Commission (the
            "Commission") all amendments, post-effective amendments and supplements to the
            Registration Statement as may be necessary under the Securities Act and the regulations
            of the Commission to permit the sale of the Warrant Shares to the public;
            and


            


            
                           
            3.)     The rights of the
            Lender
            hereof pursuant to this Section 1.7
            may be exercised only by the
            Lender
            or any affiliate thereof.


            
             


            
            


            
                 B.     The
            Lender shall have the right
            and option to convert the entire unpaid balance of the Loan Amount and all unpaid
            interest due thereunder into Shares at the rate of $.50 per Share
            or such greater or lesser amount as
            the conversion rate equal to that at which the
            PIPE
            is convertible into the Shares (the
            "Conversion Shares"). The
            Borrower shall register the Conversion Shares under the Securities Act in the same
            manner as the Warrant Shares.


            
             


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            
            2.     
            Brief
            Description of the
            Company.


            


            
            Information about the Borrower and
            its 2006
            business derived from the
            Borrower’s Form SB-2 Registration Statement as filed with the Commission on
            October 18, 2006 and
            withdrawn by the Borrower on April 13, 2007
            (the “SB-2”), is set
            forth in Exhibit “C” annexed to this Pre-Bridge Agreement and hereby
            incorporated herein by reference. This information presents an overview of the
            Borrower’s business but does not reflect events that occurred subsequent to the
            date of the SB-2.


            


            
            3.
                 Risk Factors Associated with the Borrower and the
            Note.


            


            
            An investment in the Borrower
            involves a high degree of risk and should be considered only by
            Lender
            who can sustain the loss of their
            entire investment. Accordingly, the
            Lender hereby represent
            that, prior to the signing of this
            Pre-Bridge Agreement, the
            Lender have
            read the disclosures contained under
            the captions "Risks Related to the Company” and “Risks Related to the
            Offering" set forth in Exhibit “D” annexed to this Pre-Bridge Agreement and
            hereby incorporated herein by reference.


            


            
            4.     
            Selected Financial Information.


            


            
            The following selected financial
            data has been derived from the Borrower’s audited financial statements for the
            two fiscal years ended December 31, 2005, and from its reviewed financial statements
            for the nine months ended September 30, 2006 and its un-reviewed Borrower prepared
            financial statements for the three months ended December 31, 2006. In the opinion of
            the Borrower’s management, the unaudited financial statements include all
            adjustments, consisting only of normal, recurring adjustments that management considers
            necessary for a fair statement of the results of that period. The Borrower will make
            its audited and unaudited financial statements to the
            Lender
            upon his written request. The
            Borrower’s historical results are not necessarily indicative of the results to be
            expected in any future period.


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            


            	
                        
                                                 

                    	
                        
                        2004


                        
                        Audited

                    	
                        
                        2005


                        
                        Audited

                    	
                        
                        2006


                        
                        Unaudited
                        
                        1

                    
	
                        
                        Statement
                        of Operations Data

                    
	
                     
	
                        
                        Operating
                        income

                    	
                        
                        288,700

                    	
                        
                        790,056

                    	
                        
                        410,872

                    
	
                        
                        Operating
                        expenses

                    	
                     	
                     	
                     
	
                        
                        Non-cash
                        Stock Compensation

                    	
                        
                        901,229

                    	
                        
                        1,865,889

                    	
                        
                        871,779

                    
	
                        
                        Research
                        & Development

                    	
                        
                        762,742

                    	
                        
                        0

                    	
                        
                        0

                    
	
                        
                        Impairment
                        of Fixed Assets

                    	
                        
                        0

                    	
                        
                        25,000

                    	
                        
                        0

                    
	
                        
                        General
                        and administrative

                    	
                        
                        1,552,102

                    	
                        
                        2,157,873

                    	
                        
                        1,561,620

                    
	
                        
                        Depreciation
                        & Amortization

                    	
                        
                        39,528

                    	
                        
                        41,760

                    	
                        
                        22,254

                    
	
                        
                        Net
                        Operating (Loss)

                    	
                        
                        (2,966,901)

                    	
                        
                        (3,300,466)

                    	
                        
                        (2,044,781)

                    
	
                        
                        Other
                        Income (Expense)

                    	
                     	
                     	
                     
	
                        
                        Interest
                        Expense

                    	
                        
                        (28,103)

                    	
                        
                        (49,726)

                    	
                        
                        (344,306)

                    
	
                        
                        Net
                        income (loss)

                    	
                        
                        (2,995,004

                    	
                        
                        (3,350,192)

                    	
                        
                        (2,389,087)

                    
	
                        
                        Weighted
                        average shares outstanding

                    	
                        
                        16,877,757

                    	
                        
                        15,021,955

                    	
                     
	
                        
                        Net
                        income (loss) per share

                    	
                        
                        (0.18)

                    	
                        
                        (0.22)

                    	
                     
	
                        
                        

                    
	
                        
                        Balance
                        Sheet Data—At Period End

                    
	
                     
	
                        
                        Cash
                        and equivalents

                    	
                        
                        89,250

                    	
                        
                        23,078

                    	
                        
                        (7,565)

                    
	
                        
                        Current
                        assets

                    	
                        
                        264,610

                    	
                        
                        130,740

                    	
                        
                        89,272

                    
	
                        
                        Fixed
                        assets

                    	
                        
                        132,945

                    	
                        
                        66,185

                    	
                        
                        46,556

                    
	
                        
                        Other
                        assets

                    	
                        
                        4,021

                    	
                        
                        10,321

                    	
                        
                        349,103

                    
	
                        
                        Total
                        assets

                    	
                        
                        490,826

                    	
                        
                        230,324

                    	
                        
                        477,366

                    
	
                        
                        Current
                        liabilities

                    	
                        
                        1,797,553

                    	
                        
                        1,216,091

                    	
                        
                        2,293,733

                    
	
                        
                        Long
                        term debt

                    	
                        
                        43,613

                    	
                        
                        17,601

                    	
                        
                        17,601

                    
	
                        
                        Total
                        liabilities

                    	
                        
                        1,841,166

                    	
                        
                        1,233,692

                    	
                        
                        2,311,334

                    
	
                     	
                     	
                     	
                     
	
                        
                        Total
                        stockholders’ equity (deficit)

                    	
                        
                        (1,350,340)

                    	
                        
                        (1,003,368)

                    	
                        
                        (1,833,968)

                    
	
                        
                        Total
                        liabilities and equity

                    	
                        
                        490,826

                    	
                        
                        230,324

                    	
                        
                        477,366

                    


            

            


            
            ___________________________


            
            1
            Comprised of
            reviewed statements for the nine months ended September 30, 2006 and un-reviewed
            company prepared statements for the year ended December 31, 2006


            


            
                 5.     
            Representations, Warranties
            and
            Covenants.


            


            
            In order to implement the operation
            of this Pre-Bridge Agreement, the Parties hereby jointly and severally represent,
            warrant, covenant, agree and consent as follows:


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
             


            
             

            

            
            


            
                 5.1  
            Insolvent Financial Condition of
            the Borrower. The
            Borrower represents and warrants that it has provided, or will provide as available,
            all material information regarding the financial condition of the Borrower; and that as
            of the date of this Agreement, the Borrower is insolvent, has a negative shareholder
            equity balance, has outstanding liabilities that cannot presently be met by its
            revenues, and has effectively no market value as a “Pink-Sheet” traded
            company;


            
                       
             5.2  
            Authority
            . The Borrower and the
            Lender
            have full legal authority to enter
            into this Agreement and to perform the same in the time and manner
            contemplated;


            
                     5.3 
            Approval
            . This Agreement has been submitted
            to, ratified and approved by the Board of Directors of the Borrower and by the
            Lender
            in the manner required by the law of
            his jurisdiction of residence;


            
               


            
                    
            5.4   
            Licenses,
            Etc. The Borrower shall
            comply with all applicable laws and regulatory requirements at all times. The
            Borrower shall obtain and
            maintain such authorizations, licenses, permits and other governmental or regulatory
            agency approvals as are required for the performance of this Pre Bridge
            Agreement;


            
             


            
                   
            5.5   
            Valid
            Issuance. The Warrant and
            the Warrant Shares shall be when issued, duly and validly issued, fully paid and
            non-assessable;


            
             


            
                    5.6    
            Reservation
            . The Borrower shall reserve
            the Warrant
            Shares for issuance upon the
            exercise of the
            Warrants
            by the
            Lender
            ;


            
             


            
                  
            5.7   
            Restricted
            Securities. The
            Lender
            acknowledges, accepts and
            understands that until and unless the same are registered under the Securities Act: (i)
            the Warrant Shares and the Conversion Shares will be “restricted
            securities” as that term is defined under the Securities Act; (ii) the
            Lender
            will be acquiring the
            Warrant
            Shares and the Conversion Shares
            solely for his own account, for investment purposes and without a view towards the
            resale or distribution thereof; (iii) the
            Warrant
            Shares will be subject of stop
            transfer orders on the books and records of the Borrower’s transfer agent and
            shall be imprinted with a standard form of restrictive legend; and (iv) any sale of
            the Warrant
            Shares or the Conversion Shares will
            be accomplished only in accordance with the Securities Act and the rules and
            regulations of the Commission adopted thereunder; and
                 


            


            
                     
             5.8   Accredited
            Investor
            . As evidenced by the
            Lender’
            completion of the questionnaire
            annexed hereto as Exhibit “E” and hereby incorporated herein by reference
            (the “Questionnaire”), the
            Lender
            is
            an “accredited investor”
            as that terms is defined in Regulation D of the Securities Act and as such: (i) has
            adequate means of providing for his current needs and possible contingencies;
            (ii) is able to bear the economic risk of his investment; (iii) is capable of
            evaluating the relative risks and merits of the
            Lender’
            investment in the Borrower; (iv) can
            bear the economic risk of losing his entire investment in the Borrower represented by
            the Loan Amount; (v) has not relied upon any oral statements or representations by the
            Borrower or its principals; (vi) understands the undercapitalized and speculative
            nature of the Borrower’s business as well as the uncertainties attendant upon the
            Borrower’s ability to reach profitability from its present insolvent status; and
            (vii) has consulted the
            Lender’
            own financial, legal and tax
            advisors with respect to the economic, legal and tax consequences of his investment in
            the Borrower. 


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


             


            
                 6.     
            Default: Rights and Remedies on
            Default


            


            
                 6.1
            Events of
            Default. The occurrence
            of any of the following events shall be an event of default under this Agreement
            (“Events of Default”):


            


            
                                 
            A.     The material breach of any representation, warranty or
            covenant of the Borrower contained in this Pre-Bridge Agreement including the failure
            to promptly deposit the Commission Income into the Account and any repayment not cured
            within fifteen (15) days of written notice of such breach;


            


            
                 B.     If
            the Borrower: (i) 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; (ii) makes an assignment
            for the benefit of its creditors; (iii) 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; (iv) 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; (v) on a
            petition in bankruptcy filed against it, is adjudicated a bankrupt; or (vi) is served
            with a three-day (3) notice to quit any of its leasehold premises, which notice is not
            discharged or contested in good faith by appropriate proceedings prior to the
            initiation of an unlawful suit against the Borrower;


            
                 C.     If
            a court of competent jurisdiction shall enter an order, judgment or decree appointing,
            without the consent of acquiescence of the Borrower, as a receiver, liquidator or
            trustee of the 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 un-vacated or not set aside or un-stayed for an aggregate of thirty (30) days,
            whether or not consecutive, from the date of the entry thereto; or 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 the Borrower or the whole or any
            substantial part of its operations and assets and such custody and control shall remain
            un-terminated or un-stayed for an aggregate of thirty (30) days, whether or not
            consecutive, from the date of assumption of such custody or control.


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            
                 6.2     
            Due and Payable.
            Upon the occurrences of any such
            Event of Default, the
            Lender
            at his option and exercised by
            written notice to the Borrower, shall deem the principal under this Pre Bridge
            Agreement, together with the interest and charges accrued thereon, become immediately
            due and payable. The
            Lender
            may exercise any or all of the
            rights and remedies granted under the provisions of the Uniform Commercial Code of the
            State of Colorado (as now or hereafter in effect). Any proceeds realized from the
            disposition of the assets of the Borrower under bankruptcy or liquidation provisions,
            shall: (i) first be applied to the payment of any wages due to any employees of the
            Borrower, pursuant to Colorado Department of Labor statutes; (ii) then to any secured
            indebtedness of the Borrower; (iii) then to any expenses incurred by the
            Lender
            in connection with the disposition;
            and (iv) the balance shall be applied to the payment of the Loan Amount; (v) then to
            any trade or vendor indebtedness; (vi) thereafter to any other indebtedness and the
            equity shareholders of the Borrower. Any surplus proceeds shall be an asset of the
            Borrower. In the event such proceeds prove insufficient to satisfy all indebtedness
            secured hereunder, then Borrower shall be liable for the deficiency.


            


            
                 6.3     
            Other Remedies.
            The rights, powers and remedies
            granted to the Lender
            pursuant to the provisions of this
            Pre Bridge Agreement shall be in addition to all the rights, powers and remedies
            granted to the Lender
            under any statute or rule of law.
            Any forbearance, failure or delay by order, exercising any right, power or remedy under
            this Pre Bridge Agreement shall not be deemed to be waiver of such right, power or
            remedy. Any single or partial exercise (if any right, power or remedy under this Pre
            Bridge Agreement shall not preclude the further exercise thereof, and every right,
            power and remedy of the
            Lender
            under this Pre Bridge Agreement
            shall continue in full force and effect until such right, power or remedy is
            specifically waived by any instrument executed by the
            Lender
            .


            


            
                 6.4     
            Waiver
            . The 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 the
            Lender
            may extend the time for payment or
            otherwise modify the terms of payment or any part or the whole of the Loan Amount. To
            the fullest extent permitted by law, the Borrower waives the statute of limitations in
            any action brought by the
            Lender
            in connection with this Pre Bridge
            Agreement and the right to a trial by jury.


            
             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)

            
            

            

            
            


            
             


            


            
            7.     
            Assignments
            . Neither Party shall assign or
            transfer any rights or obligations hereunder, except that, (i) the Borrower may assign
            or transfer this Agreement to a successor corporation in the event of a merger,
            consolidation, transfer, or sale of all or substantially all of the assets of the
            Borrower, provided that no such assignment shall relieve the Borrower from liability
            for the obligations assumed by it hereunder; and (ii) any
            Lender
            may assign or transfer this
            Agreement to any firm which is an affiliate of the
            Lender
            provided that no such assignment
            shall relieve the
            Lender
            from liability for his obligations
            hereunder.


            


            


            
            8.     
            Entire
            Agreement. Each Party
            hereby covenants that this Agreement is intended to and does contain and embody all of
            the understandings and agreements, both written or oral, of the Parties with respect to
            the subject matter of this Agreement, and that there exists no oral agreement or
            understanding, expressed or implied, whereby the absolute, final and unconditional
            character and nature of this Agreement shall be in any way invalidated or affected.
            There are no representations, warranties or covenants other than those set forth in
            this Agreement.


            


            
                  
             9.     
            Binding
            Arbitration
            . The Parties
            agrees that any and all disputes that arise out of this Agreement shall be submitted to
            and resolved through final and binding arbitration in the
            City of
            Denver,
            State of Colorado,
            , in accordance with the rules and regulations of the American Arbitration Association.
            In such event, the Parties shall split the cost of any arbitration filing and hearing
            fees and the cost of the arbitrator. Each Party will bear its own attorneys' fees, and
            the arbitrator will not have authority to award attorneys' fees unless a statutory
            section at issue in the dispute authorizes the award of attorneys' fees to the
            prevailing Party, in which case the arbitrator has authority to make such award as
            permitted by the statute in question. The arbitration shall be instead of any civil
            litigation; therefore, the Parties hereby waive any right to a trial, and agree that
            the arbitrator's decision shall be final and binding to the fullest extent permitted by
            law and enforceable by any court having jurisdiction thereof. The Parties shall accept
            the verdict or decision of the arbitrator and indemnify and hold the prevailing Party
            harmless from any and all liability arising out of the subject matter of the
            arbitration.


            


            
            10.     
            Facsimile Signatures and
            Counterparts. Facsimile
            signatures on this Agreement shall be sufficient and acceptable to bind the Parties and
            for execution of this Agreement. This Agreement shall only be effective and binding
            when executed by both Parties hereto. This Agreement may be executed in counterparts,
            each of which so executed shall be deemed an original and constitute one and the same
            agreement.


            


            
            11.     
            Notices
            . Any notice required or
            contemplated by this Agreement shall be deemed sufficiently given when delivered in
            person, transmitted by facsimile (if followed by a copy by mail within three (3)
            business days) or sent by registered or certified mail or priority overnight package
            delivery service to the principal office of the Party entitled to notice or at such
            other address as the same may designate in a notice for that purpose. All notices shall
            be deemed to have been made upon receipt, in the case of mail, personal delivery or
            facsimile, or on the next business day, in the case of priority overnight package
            delivery service. Such notices shall be addressed and sent or delivered to the Parties
            at the addresses set forth in the first paragraph of this Agreement, or to such other
            address of which a Party may notify the other Party in writing.


            
             


            
             


            


            
            Information contained in this
            document is proprietary and not to be disclosed without written permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222


            
            303-268-3600 (Main) 303-268-3639
            (Fax)

            
            

            

            
            


            
             


            


            
            12.     Modification,
            Waiver and Amendment. A modification or waiver of any of the provisions of this
            Agreement shall be effective only if made in writing and executed with the same
            formality as this Agreement. The failure of any Party to insist upon strict performance
            of any of the provisions of this Agreement shall not be construed as a waiver of any
            subsequent default of the same or similar nature or of any other nature. No Party may
            or shall amend this Agreement, in whole or in part, verbally, by reliance, by course of
            conduct or otherwise, unless expressly and specifically acknowledged in writing and
            signed by both the Borrower and the
            Lender
            .


            


            
            IN WITNESS
            WHEREOF,
            the Parties have executed this
            Agreement as of the date above set forth.


            


            
             
            IPtimize, Inc.


            


            
            By:
            _______________
            ______________


            
            Clinton J. Wilson,
            President


            


            
            _____________
            ________________


            
            

             

             ______________________________

            

             


            
            F
            irst Capital Business Development, LLC


            
            (As to its obligations under Section
            1.5 only)


            


            
            By:
            ____________
            ________________


            
            Gary J. Graham, Manager


             


            
             


            

            

            Information
            contained in this document is proprietary and not to be disclosed without written
            permission from

            IPtimize, Inc.

            2135 S. Cherry St, Ste. 200; Denver, CO 80222

            303-268-3600 (Main) 303-268-3639 (Fax)