Iptimize, Inc. Watch

from 10KSB 12 pages Line of Credit Extension Agreement (The “Extension Agreement”) Made This 24th Day of February, 2008 by and Between First Capital Business Development, LLC, a Colorado Limited Liability Company, Located at 16293 East Dorado Place, Centennial, Co 80015 (The “Lender”) and Iptimize, Inc., a Delaware Corporation Located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (The “Company”). the Lender and the Company Are Hereinafter Individually Referred to as a “Party” and Collectively as the “Parties”

from 10KSB 12 pages Loan Extension Agreement (The “Extension Agreement”) Made This 24th Day of February, 2008 by and Between Iptimize, Inc., a Delaware Corporation Located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (The “Company”) and Ron Pitcock, an Individual Residing At, 7654 Spirit Ranch Road, Golden, Colorado 80403 (The “Lender”). the Company and the Lender Are Hereinafter Individually Referred to as a “Party” and Collectively as the “Parties”

from 10KSB 3 pages Whereas, Fcbd Has Performed Services Above and Beyond Those Required by the Agreement Including Recruiting a New Chief Executive Officer and Qualified Independent Members of the Board of Directors of Iptimize, Has Not Received Any of the Fees and Expenses Due to It Under the Agreement, Has Extended a Letter of Credit and Has Consummated Bridge Financing for Iptimize Without Compensation; and Whereas, as a Result of the Foregoing Parties Desire to Further Amend the Agreement to Include the Terms and Conditions Set Forth in This Amendment; and Whereas, the Capitalized Terms Used in This Amendment Shall Have the Meaning Ascribed Thereto in the Agreement. Now, Therefore, in Consideration of the Foregoing Recitals, and the Other Good and Valuable Consideration Hereinafter Set Forth, the Receipt and Adequacy of Which Are Hereby Acknowledged and Accepted, the Parties Agree as Follows: 1. Amendment to Section 4 of the Agreement. Sections 4a, 4b, 4c, 4d and 4e of the Agreement Are Hereby Amended to Read in Their Entirety as Follows; and New Sections 4f, 4g and 4h Are Hereby Added to the Agreement to Read in Their Entirety as Follows: “4. Compensation

from 10KSB 42 pages Whereas, the Lender Together With All Other Similarly Situated Lenders, Each of Whom Shall Participate in the Total Bridge Loan on a Pro Rata and Pari Passu Basis and Who Shall Each Execute His or Its Own Bridge Loan Agreement and Annexed Promissory Note With the Borrower Are Collectively Willing to Lend the Total Bridge Loan 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 Bridge

from 8-K 18 pages 1. Terms of the Pre Bridge Loan

from 8-K 44 pages 1. Terms of the Bridge