Exhibit 10.8 



LINE OF CREDIT AGREEMENT (the “Agreement”) made this 2nd
day of July, 2007 by and between First Capital Business Development, LLC, a
Nevada limited liability company with an office at 16293 East Dorado Place,
Centennial, CO 80015 (The “Lender”), and IPtimize, Inc., a Minnesota
corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222
(the “Company”). The Lender and the Company are sometimes hereinafter
individually referred to as a “Party” or collectively as the “Parties”.


W I T N E S S E T H:


          WHEREAS,
as of
the date of this Agreement, and as evidence by the annexed unaudited balance
sheet of the Company at March 31, 2007 annexed hereto as Exhibit “A” and hereby
incorporated herein by reference, the Company is insolvent in that its liabilities
exceed its assets, and the Company is unable to meet its obligations as they
become due; and


          WHEREAS,
the
Lender has previously advanced the sum of $30,000 to the Company; and


          WHEREAS,
the
Company is seeking an additional $300,000 in working capital financing to
sustain operations and develop its business model for a total of $330,000 (the
“Financing”) and


          WHEREAS,
the
Lender is willing to provide the Financing to the Company on the terms and
subject to the conditions hereinafter set forth.


          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 incorporate the foregoing recitals into this
Agreement by reference and agree as follows:


          1.     THE
FINANCING


          The
Financing shall be comprised of the following:


               1.1     The
$330,000 Secured Promissory Note. Simultaneously with the execution of this
Agreement, the Company shall execute and deliver to the Company the form of 90
day, secured promissory note annexed hereto as Exhibit “A” and hereby
incorporated herein by reference (the “Note”). The Note, which shall be in the
principal amount of $330,000 with interest at the rate of 11.45% per annum
payable monthly commencing on August 2, 2007 (the “Due Date”), shall be secured
by a first lien and security interest in all of the un-pledged and unencumbered
tangible and intangible assets of the Company (the “Collateral”);


               1.2     $330,000
Line of Credit. Prior to the date of this Agreement the Lender has advanced
the sum of $30,000 to the Company, and simultaneously with the execution of
this Agreement, the Company shall make an additional $300,000, 90 day line of
credit available to the Company to be utilized solely to fund the Company’s day







to day
operation pending the closing of the Company’s presently proposed $4,000,000
Pre-Pipe Private Financing (the “Pre-Pipe Financing”) bringing the total to an
aggregate of $330,000 (the “Line of Credit”);


               1.3     Sale
of Shares. Simultaneously with the execution of this Agreement, and in
consideration for making the Facility available to the Company, the receipt and
adequacy of which is hereby acknowledged and accepted by the Company, the
Company shall cause the original issuance and delivery to the Lender of a
certificate or certificates representing an aggregate of 600,000 shares of the
Company’s Common Stock, no par value per share (the “Lender’s Shares”). The
Company shall cause the Lender’s Shares to be delivered to the Lender on or
before August 31, 2007 in two certificates, one by 60,000 Lender’s Shares and
one by 540,000 Lender’s Shares. In addition, the Company covenants and agrees
to comply with any and all transfer requests of the Lender’s Shares by the
Lender by issuing transferred certificates within ten days from the receipt of
a written request for transfer.


               1.4     Closing.
The closing of the Financing shall take place via facsimile followed by hard
copy delivered by facsimile or mail as soon as practicable following the due
execution and delivery of this Agreement, the Note and the Lender’s delivery of
the first Advances (as that term is defined in Section 2 below) to the Company
via federal wire transfer or such other manner as shall be mutually agreed upon
between the Lender and the Company (the “Closing”). The day on which the
Closing shall take place is hereinafter referred top as the “Closing Date”


2.     ADVANCES UNDER THE FINANCING.


In order for
the Company to receive draw downs against the Financing (“Advances”), the
conditions set forth below must have been satisfied at the expense of the
Company, as determined by the Lender in its sole and absolute discretion, and
the Lender shall have no obligation to make any Advance under this Agreement
until the following conditions have been met:


               2.1     Delivery
of Executed Documents. The Company shall have delivered to the Lender, in
form and substance satisfactory to the Lender: (i) this Agreement; (ii) the
Note; (iii) a certified copy of resolutions of the Company’ Board of Directors
authorizing the Company to execute, deliver, honor and perform the Agreement
together with the name of the executive officer of the Company authorized to
sign the Agreement; and (iv) such other documents, instruments, financing
statements, certificates and agreements as the Lender may reasonably request;


               2.2.     No
Adverse Change. No material adverse change shall have occurred in the
business or financial condition of the Company since the date of the latest
financial statements given to the Lender by on behalf of the Company;


               2.3.     Representations
and Warranties. Each of the warranties and representations made by the
Company in the Agreement shall be true and correct as of


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the date of
each Advance; and


               2.4.     Performance
of Agreements, Etc. The Company shall have kept and performed the various
covenants, obligations and agreements on its part to be kept and performed
under the Agreement and no Event of Default, or act or event which with the
giving of notice or the passage of time, or both, would constitute an Event of
Default hereunder shall have occurred and be continuing.


               2.5     Maximum
Amount. The Lender’s aggregate commitment to fund Advances shall be limited
to the Maximum Amount. For avoidance of doubt, in no circumstance shall the
Lender have any obligation or liability to advance or provide funds in excess
of the Maximum Amount.


3.     REQUESTS FOR ADVANCES.


Advances may be
made by the Lender at the request of the Company’s President, who is authorized
to request Advances and direct disposition of any such Advances until written
notice of the revocation of such authority is received from the Lender. Each
request by the Company for an Advance shall constitute a reaffirmation, as of
the date of such request, of all of the representations and warranties of the
Company contained in this Agreement.


               3.1     Requests
for Advances. At least three (3) and not more than five (5) business days
prior to the requested delivery date, the Company shall deliver to the Lender a
written request for an Advance (a “Request for Advance”). The Request for
Advance shall indicate the Dollar amount of the requested Advance, the date the
same is requested by the Company and the reason or reasons therefore including
a description of the use thereof by the Company. Provided that no event having
occurred to the actual knowledge of the Company which, with or without notice
or lapse of time, would constitute an Event of Default by the Company (as that
term is hereinafter defined in Section 7), the Request for Advance shall be
fulfilled by the Lender as soon as practicable in accordance with and as
directed by the Company.


               3.2     No
Waiver. No Advance shall constitute a waiver of any of the conditions to
any further Advances nor, in the event the Company is unable to satisfy any
such condition, shall any such Advance have the effect of precluding the Lender
from thereafter declaring such inability to be an Event of Default (as
hereinafter defined).


4.     INTERCREDITOR AGREEMENTS.


               4.1.     Appointment
of Agent. The Company hereby irrevocably constitutes and appoints Gary G.
Graham, acting alone, as sole and exclusive agent (subject to the further
definition below, the “Agent”) for the Company, with full power of
substitution, as attorney-in-fact and agent of the Company, to give and receive
notices, consents and any other information required by this Agreement, accept
payments, file


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claims and
proofs of claims in any information required by this Agreement, accept
payments, file claims and proofs of claims in any statutory or non-statutory
proceeding and take such other action in the name of the Company as the Agent
may deem necessary or advisable for the enforcement or administration of the
provisions of this Agreement, and the Company hereby agrees to execute and
deliver such other powers of attorney, assignment or proofs of claims or other
instruments as may be reasonably requested and prepared by the Agent in order
to enable the Agent to enforce any and all claims upon or in respect of the
Agreement and to collect and receive any and all payments or distributions
which may be payable or deliverable at any time in respect to the Agreement.
The Company may rely solely upon, and may deal exclusively with the Agent in
connection with this Agreement, unless the Company’s involvement or appearance
is required in a legal or arbitration proceeding to enforce or defend against
the Company’s, the Agent’s or the Lender rights. In the event Gary J. Graham is
no longer serving as Agent, due to death, disability, or otherwise, a new Agent
or agents shall be designated by the Lender.


               4.2.     Interest
in the Collateral. The Lender hereby agrees that its interests in the
Collateral shall be of equal priority with that of the other creditors of the
Company, shall be secured on a pari-passu basis, and shall be proportionate to
the outstanding balance of the Company’s obligations to the Lender under the
Financing at the time the Advances thereunder are payable. The Company
undertakes to provide the Lender with timely notice of and a full accounting
for any action taken hereunder.


               4.3.     Sole
Authority. The Lender shall take no action to enforce its rights against
the Company except through the Agent. Subject to any other agreement between
Agent and the Lender, upon and after an Event of Default, the Agent shall take
action to accelerate the amounts outstanding and take such other action as he
may deem appropriate to enforce the rights of the Lender upon the demand of the
Lender.


          5.     REPRESENTATIONS
AND WARRANTIES OF THE LENDER


The Lender
hereby represents and warrants to the Company as follows:


               5.1     Valid
Existence. The Lender is a limited liability company duly organized,
validly existing and in good standing under the laws of the Sate of Colorado
with power and authority to conduct its business as presently contemplated;


               5.2     Legal
Action, No Violation. The Lender has taken all legal action necessary to
authorize, execute and implement this Agreement and transactions contemplated
hereby. When executed and delivered to the Company, this Agreement will be a
binding obligation of the Lender enforceable in accordance with its terms;


               5.3     Access
to Records. The Lender and its representatives have had an opportunity to
examine and make copies of such books and records of the Company and to ask
questions of the Company and its executive officers and directors as the
Company deems necessary to satisfy the Lender’s due diligence obligations with


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respect to the value of the Company Shares;


                    5.4     Investment
Intent.      The Lender acknowledges, accepts and understands
that: (i) the Lender’s Shares will be “restricted securities” as that term is defined
under the Securities Act of 1933, as amended (the “Act”); (ii) the Company will
be acquiring the Lender’s Shares solely for the Lender’s own account, for
investment purposes and without a view towards the resale or distribution
thereof; (iii) the Lender will hold the Lender’s Shares for the applicable
holding period proscribed by Rule 144 under the Act; (iv) any sale of the
Lender’s Shares will be accomplished only in accordance with the Act or the
rules and regulations of the Securities and Exchange Commission adopted
thereunder; (v) all certificates representing the Lender’s Shares will bear an
standard form of investment legend; and (vi) the Lender’s Shares will be the subject
of a standard form of stop transfer order on the books and records of the Company
and/or its transfer agent; and


                    5.6     Investment
Risks.     The Lender has reviewed the Company’s financial
and legal status and the risks associated and attendant upon the Financing including
the fact that the Company is insolvent in that its liabilities exceed its
assets and its inability to meet its obligations as they become due.


          6.        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


The Company hereby represents and warrants to the
Lender as follows:


                    6.1     Valid
Existence. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the Sate of Minnesota with power and
authority to conduct its business as presently contemplated;


                    6.2     Legal
Action, No Violation. The Company has taken all legal action necessary to
authorize, execute and implement this Agreement and transactions contemplated
hereby. When executed and delivered to the Company, this Agreement will be a
binding obligation of the Company enforceable in accordance with its terms;


                    6.3     Due
and Valid Issuance. Upon delivery, the Lender’s Shares will be duly and
validly issued, fully paid and non-assessable with no personal liability attaching
to the ownership thereof;


                    6.4     Capitalization.
 As of the date of this Agreement: (i) the Company’s capitalization consists of
100,000,000 shares, comprised of 70,000,000 shares of Common Stock, no par
value per share (the “Common Stock”), and 30,000,000 shares of Preferred Stock,
no par value per share (the “Preferred Stock”); (ii) 33,909,056 Common Shares
are issued and outstanding; (iii) 400,000 shares of Series B Preferred Stock
are issued and outstanding; 1,316,736 shares of Series A Preferred Stock are
issued and outstanding; (iv) 3,420,914 Common Stock Purchase Warrants are
issued and outstanding. Accordingly, and as of the date of this Agreement, the
Company’s fully diluted issued and outstanding capitalization is comprised of
39,046,706; and


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                    6.5     Certificate
Issuances. The Company shall cause the original issuance of the Lender’s
Shares in the denominations set forth herein on or before August 31, 2007 and
shall comply with any and all requests by the Lender to transfer the Lender’s
Shares within ten days from the receipt of written request from the Lender. The
failure of the Company to comply with this covenant shall be a material breach
of this Agreement.


          7.       DEFAULT:
RIGHTS AND REMEDIES ON DEFAULT


                    7.1     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 Company
contained in this Agreement not cured within fifteen (15) days of written
notice of such breach;


                              B.     If
the Company: (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 Company;


                              C.     If
a court of competent jurisdiction shall enter an order, judgment or decree
appointing, without the consent of acquiescence of the Company, as a receiver,
liquidator or trustee of the Company, 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 Company 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.


                    7.2     Due
and Payable. Upon the occurrences of any such Event of Default, the Lender
at its option and exercised by written notice to the Company, shall deem the
principal under this Agreement, together with the interest and charges


6







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 Company under bankruptcy or liquidation provisions, shall: (i) first be
applied to the payment of any wages due to any employees of the Company,
pursuant to Colorado Department of Labor statutes; (ii) then to any secured
indebtedness of the Company; (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 Line of Credit; (v) then to any trade or vendor indebtedness;
(vi) thereafter to any other indebtedness and the equity shareholders of the
Company. Any surplus proceeds shall be an asset of the Company. In the event
such proceeds prove insufficient to satisfy all indebtedness secured hereunder,
then Company shall be liable for the deficiency.


                    7.3     Other
Remedies. The rights, powers and remedies granted to the Lender pursuant to
the provisions of this 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 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 Agreement shall not preclude
the further exercise thereof, and every right, power and remedy of the 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 the Lender.


                    7.4     Waiver.
The Company 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 Line of Credit. To the fullest extent permitted by law,
the Company waives the statute of limitations in any action brought by the
Lender in connection with this Agreement and the right to a trial by jury.


          8.       TERM
AND TERMINATION


                    8.1 
Term.     This Agreement shall commence upon
its execution and remain in full force and effect until the Due Date of the
Note.


                    8.2.
 Termination.   This
Agreement may be terminated:


                                         A. At
any time prior to the Closing by mutual agreement in writing of the Lender and
the Company;


                                         B. At
any time after July 9, 2007, by either Party if the Closing has not previously
taken place.


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                    8.3 
Effect
of Termination. In the event of the termination of this Agreement pursuant to Section 4.1, this Agreement
shall thereafter become void and have no effect, and no Party hereto shall have
any liability to the other Parties hereto in respect thereof, except that
nothing herein will relieve any Party from liability for any default or breach
of any of its representations, warranties, covenants or agreements contained in
this Agreement prior to such termination.


          9.       CONDITIONS
PRECEDENT TO THE CLOSING


                    9.1     Conditions
to Obligation of the Lender. The obligation of the Lender to consummate the
Financing at the Closing is subject to satisfaction of the all of the
conditions precedent to closing set forth below, unless the Lender waives any condition
specified in this Section 5.1 or otherwise specified herein by executing a writing
so stating at or prior to the Closing:


                              A.    
The representations and warranties of the Company set forth in Section 3 above
shall be true and correct in all material respects at and as of the Closing;


                              B.     The
Company shall have entered into and fulfilled all of its duties and obligations
under the:


                                       
1.)     The
Note; and 

                                       
2.)      The Agreement;


                              C.     The
Company shall have caused this Agreement to be ratified by its Board of
Directors; and


                              D.     The
Company shall have caused the timely original issuance of the Lender’s Shares.


                    9.2     Conditions
to Obligation of the Company. The obligation of the Company to consummate
the Financing at the Closing is subject to satisfaction of the all of the
conditions precedent to closing set forth below, unless the Company waives any condition
specified in this Section 5.1 or otherwise specified herein by executing a writing
so stating at or prior to the Closing:


                              A.     The
Company shall have received the Financing proceeds; and


                              B.     The
representations and warranties of the Lender set forth in Section 2 above shall
be true and correct in all material respects at and as of the Closing.


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          10.     MISCELLANEOUS


                    10.1     Expenses.
Regardless of whether or not the transaction contemplated herein is consummated,
the Company shall promptly pay and be responsible for all costs, fees and
expenses incurred by them in connection with this Agreement and the transaction
contemplated hereby.


                    10.2     Amendment
and Assignment. This Agreement may not be amended or assigned except by an
instrument in writing signed on behalf of each of the Parties hereto.


                    10.3     Waiver.
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 of provision, term,
condition, warranty or representation contained herein.


                    10.4     Binding
Effect. All of the terms and provisions of the Agreement shall be binding
upon and inure to the benefit of and be enforceable by and against the
respective successors and assigns of the Parties.


                    10.5     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.


                    10.6     Governing
Law. This Agreement shall be governed by and interpreted under and
construed in all respects in accordance with the laws of the State of Colorado
irrespective of the place of domicile or residence of any Party.


                    10.7     Originals.
This Agreement may be executed in counterparts each of which when so executed
shall be deemed an original and constitute one and the same agreement.


                    10.8     Addresses
of the Parties. Each Party shall at all times keep the other Party informed
of its residence or principal place of business if different from that stated
herein, and promptly notify the other of any change, giving the address for
that Party.


                    10.9.     Notices.
Unless otherwise specifically provided for elsewhere in this Agreement, any
notices and other communications required to be given pursuant to this
Agreement shall be in writing and shall be effective when delivered by hand or
upon receipt if sent by mail (registered or certified mail, postage prepared,
return receipt requested) or overnight package delivery service or upon
transmission if sent by telex or


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facsimile (with request for confirmation of receipt in
a manner customary for communications of such respective type), except that if
notice is received by telex or facsimile after 5:00 P.M. local time on a
business day at the place of receipt, it shall be effective as of the following
business day.


IN
WITNESS WHEREOF, each of the Parties has executed this
Agreement on the date first written above.


First
Capital Business Development, LLC


	
 

	
 


	
By:

	
 


	
 

	


	
 

	
/s/ Gary J. Graham
Gary J. Graham, Manager 


	
 

	
 


	
IPtimize, Inc. 


	
 

	
 


	
By:

	



	
 

	



	
 

	
Clinton J. Wilson, President





(The balance of
this page has intentionally been left blank)


10







EXHIBIT “A”


	
 

	
 


	
July 2, 2007

	
$330,000





FOR
VALUE RECEIVED, IPtimize, Inc., a Minnesota corporation
located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222
(hereinafter referred to as the “Maker”) promises to pay to the order of First
Capital Business Development, LLC, a Colorado limited liability company located
at 16293 East Dorado Place, Centennial, Colorado, USA, 80015 (hereinafter
referred to as the “Holder”), in lawful money of the United States, the
principal sum of Three Hundred Thirty Thousand and 00/100 ($330,000) Dollars in
a single payment on the Due Date (as hereinafter defined) together with: (i)
interest on the unpaid principal amount at the rate of 11.45% percent per
annum; (ii) a $1,500 loan initiation fee and such other similar fees and bank
charges incurred by the Lender prior to repayment; and (iii) additional interest
above the aforesaid 11.45% incurred by the Lender prior to repayment
(collectively the “Credit Facility Amount”). The full Credit Facility Amount
shall be due and payable at the offices of the Holder 90 days following the
execution of this Note (the “Due Date”).


          1.          Prepayment.
The Maker shall have the right,
without penalty, to prepay the Credit Facility Amount due hereunder at any time
in whole or in part with interest to the date of prepayment provided that any
prepayment of principal must be in increments of $100,000.


          2.          Collateral
Security. As collateral security
for the Maker’s repayment of the Credit Facility Amount to the Holder, the
Maker hereby grants to the Holder and the Holder hereby accepts, a continuing
first lien and security interest (the “First Lien”) in any and all of the
un-pledged or encumbered tangible and intangible assets of the Maker including
but not limited to the Maker’s intellectual property (collectively the “Assets”).


          3.          Security
Documents and Fees. Simultaneously
with the execution and delivery of this Note, the Maker shall execute and
deliver to the Holder a UCC-1 financing statement evidencing the Holder’s
security interest in the Assets. In addition, the Maker hereby specifically
agrees and consents that a photocopy or other reproduction of this Note shall
be deemed to be the legal equivalent of a financing statement and may be filed
with any county clerk as evidence of the Holder’s security interest in the
Assets.


          4.          Events
of Default. The Events of Default
enumerated in Section 7 of an Line of Credit Agreement of even date herewith
between the Maker and the Holder to which this Note is attached as an exhibit
(the “Agreement”) shall constitute an Event of Default under this Note. Upon the
occurrence of an Event of Default, the Maker shall be deemed to have defaulted
under this Note and the Holder may, on 24 hours prior written notice,
accelerate all payments due under this Note and take any and all legal action
as may be available to foreclose upon and take possession of the unencumbered
assets of the Maker.


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          5.          Waiver
of Presentment, Etc. Maker hereby
waives presentment for payment, demand, notice of non-payment and dishonor,
protest and notice of protest and waives trial by jury in any action or
proceeding arising on, out of, under or by reason of this Note. The rights and
remedies of Holder shall be deemed cumulative and the exercise of any right or
remedy shall not be regarded as barring any other remedy or remedies. The institution
of any action or recovery any portion of the indebtedness evidenced by this
Note shall not be deemed a waiver of any other right of Holder.


          6.          Notices.
Any notice required or
contemplated by this Note shall be deemed sufficiently given when delivered in
person 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 or
personal delivery, or on the next business day, in the case of priority
overnight package delivery service.


          7.          Non-Assignability.
This Note may not be
sold, assigned, pledged or hypothecated by the Maker without the written
consent of the Holder, or transferred by the Holder without the consent of the Maker,
neither which consents shall be unreasonably withheld.


          8.          Headings.
The headings in this Note are
solely for convenience of reference and shall not affect its interpretation.


IPtimize,
Inc.


	
 

	
 


	
By:

	



	
 

	



	
 

	
Clinton J. Wilson, President





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