EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.3

EIGHTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 21st day of November 2007 but effective as of November 1, 2007, by and between SILICON VALLEY BANK (“Bank”) and WALNUT VENTURES, INC., a Nevada corporation, INTERSEARCH CORPORATE SERVICES, INC., a Nevada corporation, INTERSEARCH GROUP, INC., a Florida corporation, LA JOLLA INTERNET PROPERTIES, INC., a Nevada corporation and INTERNET REVENUE SERVICES, INC., a Nevada corporation (individually and collectively, “Borrower”) whose address is 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of December 10, 2004 (as the has been amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to extend the maturity date and make certain other revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 Minimum Interest. Notwithstanding anything set forth in the Loan Agreement to the contrary, Borrower and Bank agree that the aggregate amount of Finance Charges and Collateral Handling Fees earned by Bank in any Reconciliation Period is less than $1,100 (the “Minimum Finance Charge”), Borrower shall pay to Bank an additional Finance Charge equal to (i) the Minimum Finance Charge minus (ii) the aggregate amount of all Finance Charges and Collateral Handling Fees earned by Bank in such Reconciliation Period. Such additional Finance Charge shall be payable on the first day of next Reconciliation Period.

2.2 Section 13 (Definitions). The following term and its definition set forth in Section 13.1 is amended in its entirety and replaced with the following:

“Maturity Date” is October 30, 2008.

3. Limitation of Amendments.

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3 The organizational documents of Borrower delivered to Bank on the December 10, 2004, December 15, 2005 and August 22, 2006 remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

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4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of a non refundable amendment fee in an amount equal to $10,000, and (c) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK
SILICON VALLEY BANK
By:		/s/    Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Relationship Manager
BORROWER
WALNUT VENTURES, INC., a Nevada corporation
By:		/s/    Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		CFO
INTERSEARCH CORPORATE SERVICES, INC., a Nevada corporation
By:		/s/    Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		CFO
INTERSEARCH GROUP, INC., a Florida corporation
By:		/s/    Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		CFO
LA JOLLA INTERNET PROPERTIES, INC., a Nevada corporation
By:		/s/    Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		CFO

[Signature Page to Amendment to Loan and Security Agreement]

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INTERNET REVENUE SERVICES, INC., a Nevada corporation
By:		/s/    Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		CFO

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