Exhibit
            4.2

            

            
            

            

            IPTIMIZE,
            INC.

            

            10%
            NON-NEGOTIABLE PRE BRIDGE CONVERTIBLE PROMISSORY NOTE

            

            
                    
            FOR VALUE RECEIVED, Iptimize, Inc. a Minnesota corporation located at 2135 S.
            Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”) hereby
            covenants and promises to pay to the order of ______________, residing at
            _______________ (the “Holder”), the principal sum of _____ Thousand and
            00/100 ($___,000) Dollars in lawful money of the United States of America with interest
            at a rate of ten (10%) percent per annum on an actual day/360 day basis (collectively
            the “Loan Amount”) and payable on the Due Date (as that term is defined
            below). All principal, interest and other costs incurred in connection with this 10%
            Pre-Bridge Promissory Note (the “Note”) shall be due and payable to the
            Holder on the earlier of (i) the first anniversary of the execution of this Note by the
            Borrower; (ii) the closing date of the Borrower’s contemplated permanent PIPE
            financing in excess of $1,500,000 (the “PIPE”); or (iii) the receipt by the
            Holder of Commission Income (as that term is defined in Section 1.5 of the Pre-Bridge
            Agreement of even date to which this Note is attached as an exhibit (the
            “Agreement”) equal to the Loan Amount (the “Due
            Date”).

            

            
                    The
            Borrower shall have the right to prepay, without penalty, all or any part of the unpaid
            balance of this Note at any time on five (5) days prior written notice. The Borrower
            shall not be entitled to re-borrow any prepaid amounts of the principal, interest or
            other costs or charges. The Borrower is duly authorized to enter into this Note. This
            Note may not be assigned except as provided in Section 5 below.

            

            
                    The
            Borrower and all endorsers, guarantors, sureties, accommodation parties hereof and all
            other persons liable or to become liable for all or any part of the indebtedness
            represented by this Note (collectively the “Obligors”), hereof severally
            and jointly waive presentment for payment, protect diligence, notice of nonpayment and
            of protest, and agreement to any extension of time of payment and partial payments
            before, at or after maturity.

            

            	
                      	
                    1. 	
                    Payments.
                    


            

            

                
                      A.       
            Interest. Unless sooner converted as hereinafter enumerated in Section 2, a
            single interest payment shall be payable on the Due Date. In the event that the
            required interest payment shall not be paid when due, and shall remain unpaid for a
            period of five business (5) days or more, then a late charge of two (2%) percent of the
            unpaid balance of the Loan Amount shall be due and owing for each month or any portion
            thereof that such payment shall remain unpaid.

            

                
                      B.       
            Principal. Unless sooner converted as hereinafter enumerated in Section 2,
            payment of the full principal amount due under this Note shall be made on the Due Date.
            In the event that the principal shall not be paid on the Due Date, and shall remain
            unpaid for a period of five business (5) days or more, then a late charge of two (2%)
            percent shall be due and owing for each month or any portion thereof that such payment
            shall remain unpaid.

            

            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. 	
                    Conversion.
                    


            

            

            
                    At
            any time and from time to time prior to the Due Date and not thereafter, the Holder
            shall have the right to convert the entire unpaid principal balance and all unpaid
            interest into fully paid and non-assessable shares of the Borrower’s Common
            Stock, no par value per share (the “Conversion Shares”) at $.50 per
            Conversion Share or such greater or lesser amount equal to the conversion rate at which
            the investors in the PIPE can convert their loans to the Borrower (the
            “Conversion Price”) on the following terms and conditions:

            

                
                     A.       
            Fair Conversion Price. The price the Borrower utilized in determining how many
            Conversion Shares the Holder shall be entitled to receive, although arbitrarily
            determined, is nonetheless hereby acknowledged and accepted by the Borrower and Holder
            as fair and equitable given the Borrower’s precarious financial condition and
            immediate need for capital.

            

                
                     B.       
            Manner of Conversion. On the Holder’s presentation to the Borrower of a
            duly executed Notice of Conversion in the form annexed to this Note together with the
            original executed copy of this Note, the Holder shall be entitled, subject to the
            limitations herein contained, to receive in exchange therefore a certificate or
            certificates for fully paid and non-assessable Conversion Shares at the Conversion
            Price per Conversion Share. This Note shall be deemed to have been converted and the
            person converting the same to have become the holder of record of Conversion Shares,
            for the purpose of receiving dividends and for all other purposes whatever as of the
            date when the Notice of Conversion and this Note are surrendered to the Borrower as
            aforesaid. The Borrower shall not be required to make any such conversion, and no
            surrender of this Note shall be effective for such purpose, while the books for the
            transfer of any class of stock are closed for any purpose, but the surrender of this
            Note for conversion during any period while such books are closed shall become
            effective for all purposes of conversion immediately upon the reopening of such books,
            as if the conversion had been made on the date this Note was surrendered.

            

                
                     C.       
            No Fractional Shares. No fractional Conversion Shares shall be issuable upon any
            conversion, it being intended and agreed that the number of Conversion Shares to be
            received by a Holder upon conversion of this Note be rounded out (up or down) to the
            nearest whole share.

            

                
                     D.       
            Reservation of Shares. So long as any portion of the principal amount of this
            Note shall remain unpaid, the Borrower shall reserve and keep available out of its
            authorized and unissued common share capitalization, solely for the purpose of
            effecting the conversion of this Note, such number of Conversion Shares as shall from
            time to time be sufficient to effect the conversion of the unpaid principal balance and
            accrued interest of this Note. The Borrower shall from time to time increase its
            authorized common share capitalization and take such other action as may be necessary
            to permit the issuance from time to time of the Conversion Shares as fully paid and
            non-assessable securities upon the conversion of this Note.

            

            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)

            
            


            
            

            

            
            

            

                
                      E.       
            Payment of Taxes. The Borrower shall pay any and all taxes which may be imposed
            upon it with respect to the issuance and delivery of the Conversion Shares upon the
            conversion of this Note as herein provided. However, the Borrower shall not be required
            in any event, to pay any transfer or other taxes by reason of the issuance of such
            Shares in names other than that of the Holder and no such conversion or issuance of
            Conversion Shares shall be made unless and until the person requesting such issuance
            has paid to the Holder the amount of any such tax, or has established to the
            satisfaction of the Borrower, and its transfer agent, if any, that no such tax is
            payable or has been paid.

            

                
                      F.       
            Dividends. Upon any conversion of this Note, as herein provided, no adjustment
            or allowance shall be made for accumulated dividends on the Conversion Shares, all
            rights to dividends, if any, shall commence as of the date of issuance thereof, and
            nothing in this sentence shall be deemed to relieve the Borrower from its obligation to
            pay any dividends which shall thereafter be declared and shall be payable to Holders of
            Conversion Shares of record as of a date prior to such conversion even though the
            payment date for such dividend is subsequent to the date of conversion.

            

                
                      G.       
            Investment Representations. The Holder has been advised, and by the acceptance
            of this Note, agrees and acknowledges that until and unless the Conversion Shares have
            been registered under the Securities Act of 1933, as amended (the “Securities
            Act”), none of the Conversion Shares issuable upon conversion of this Note shall
            have been registered under the Securities Act or under any state securities law; and
            that the Borrower is relying upon an exemption from registration based upon the
            Holder’s investment representations. In this regard, the Holder hereby represents
            and warrants to the Borrower that: (i) in the event the Holder avails himself of the
            conversion feature of this Note, the Holder will acquire the Conversion Shares for
            investment purposes and without a view to the transfer or resale thereof; (ii) in the
            event the Holder avails himself of the conversion feature of this Note, the Holder will
            hold the Conversion Shares until the earlier of the effective date of the Registration
            Statement defined in Section H. below or such later time as may be required under the
            Securities Act; (iii) any sale of the Conversion Shares will be accomplished only in
            accordance with the Securities Act and the rules and regulations of the Securities and
            Exchange Commission adopted thereunder; and (iv) the Holder hereby consents to the
            issuance by the Borrower of a standard form of stop transfer order against any and all
            certificates representing the Conversion Shares on the books and records of the
            Borrower and its transfer agent; and consents to the Borrower placing a standard form
            of investment legend on any and all certificates representing the Conversion
            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)

            
            


            
            

            

            
            

            

                
                      H.       
            Registration Rights. The Borrower hereby covenants and agrees that the
            Conversion Shares shall be registered under the Securities Act in accordance with the
            following:

            

                
                      
                      1).       
            If at any time prior to the repayment of the full Loan Amount, 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 Holder of its
            intention to do so. Upon written request of the Holder, given within 15 days after the
            giving of any such notice by the Borrower, the Borrower will advise the Holder that it
            shall include its Conversion 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 Holder may at his
            option agree to sell the Conversion Shares through such underwriter or placement agent
            on the same terms and conditions as the underwriter 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 Conversion Shares sought to be sold would have
            an adverse effect on the offering, the Holder shall be entitled to participate in the
            underwriting and register his Conversion Shares on a pro rata basis or as such other
            quantity of the Conversion Shares as the underwriter or placement agent may
            determine.

            

                
                      
                      B.       
            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 Conversion Shares to the public; and

            

                
                      
                      C.
                   The rights of the Holders hereof pursuant to
            this Section 2 may be exercised only by the Holder or any affiliate thereof.

            

            	
                      	
                    3. 	Events
                    of Default. 


            

            

            
                    This
            Note is made pursuant to the Agreement. Any default of any obligation by the Borrower
            under this Note shall constitute an Event of Default of the obligations of the Borrower
            under the Agreement, and any Event of Default under the Agreement shall constitute an
            Event of Default under this Note. The Borrower acknowledges that this Note is
            enforceable, valid and binding upon the Borrower. If for any reason, any court
            authority or governmental entity declares this Note invalid, unlawful or against public
            policy, then, the parties hereto acknowledge that neither the obligation of the
            Borrower to repay the Note, nor any of the covenants, obligations or representations of
            the parties contained within the Agreement shall be affected by such
            declaration.

            

            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)

            
            


            
            

            

            
            

            

            
                    Upon
            the occurrence of an Event of Default, as that term is defined in Section 3 of the
            Agreement, then and in such event, the Borrower will be deemed to have defaulted under
            this Note and the Holder may, on written notice, accelerate all payments due under this
            Note or have the rights and remedies set forth in Section 3 of the
            Agreement.

            

            	
                      	
                    4. 	
                    Cumulative
                    Remedies. 


            

            

            
                    The
            rights and remedies of the Holder hereof under this Note 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 to recovery any portion of the
            indebtedness evidenced by this Note shall not be deemed a waiver of any other right of
            the Holder.

            

            	
                      	
                    5. 	
                    Assignments.
                    


            

            

            
                    This
            Note is binding upon and shall inure to the benefit of the parties hereto and their
            respective heirs, executors, administrators, representatives and/or successors and
            permitted assigns. Notwithstanding the foregoing, neither the Borrower nor the Holder
            shall assign or transfer any rights or obligations hereunder, except that the Borrower
            may assign or transfer this Note to a successor corporation in the event of a merger,
            consolidation or transfer or sale of all or substantially all of the assets of the
            Borrower, provided that no such further assignment shall relieve the Borrower from
            liability for the obligations assumed by it hereunder.

            

            
                    The
            acceptance of any installments or payments by the Holder after the due date herein, or
            the waiver of any other or subsequent breach or default may prevent the Holder hereof
            from immediately pursuing any or all of his remedies.

            

            IN WITNESS WHEREOF, the
            Borrower hereto has caused this Note to be executed as of the day and year indicated
            below by the undersigned thereunto duly authorized.

            

            Dated: Denver, Colorado

            May __, 2007

            

            IPTIMIZE, INC.

            

            

            

            By:
            _____________________________

                    Clinton J. Wilson, President

            

            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)