Subordinated Loan Agreement between OneUp Innovations, Inc. and Leslie Vogelman (June 23, 2006)

Summary

OneUp Innovations, Inc. and Leslie Vogelman entered into an oral agreement on June 23, 2006, under which Vogelman may provide unsecured loans to the company to support its working capital. These loans are subordinated to all other company debts, accrue interest at the Prime Lending rate, and have no set maturity date. Repayment is due on demand, but only if the company is able and permitted to repay at that time.

EX-10.18 183 v173444_ex10-18.htm WRITTEN TERMS OF VERBAL AGREEMENT VOGELMAN
Note Regarding this Exhibit:  This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Leslie Vogelman on June 23, 2006.

Parties:

Leslie Vogelman (“Lender”)
Treasurer
OneUp Innovations, Inc.
2745 Bankers Industrial Drive
Atlanta, GA 30360

OneUp Innovations, Inc. (the “Company”)
2745 Bankers Industrial Drive
Atlanta, GA 30360

Date:

June 23, 2006

Material Terms:

This oral contract was for a subordinated note payable.  The Lender agreed to provide the Company with loans from time to time to supplement the working capital of the Company. These loans are unsecured and are subordinated to any and all other loans that the Company may have.

Interest on any loans accrues at the Prime Lending rate. The loans have no specific maturity and are payable upon demand, if the Company has the ability (and the right) to repay them.