8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event reported:  June 1, 2006

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VIDEO WITHOUT BOUNDARIES, INC.

(Exact name of registrant as specified in its charter)

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Florida	0-31497	65-1001686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, FL 33304

(Address of principal executive offices, including zip code)

(954) 527-7780

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 1, 2006, we entered into a letter of engagement with Trilogy Capital Partners, Inc. provide marketing and financial public relation services to us. The initial term of the agreement is twelve (12) months beginning June 1, 2006. Thereafter, the agreement may be terminated by either Trilogy or us upon thirty (30) days prior written notice to the other. We will pay Trilogy a fee of $12,500 per month under the agreement.

ITEM 3.02.

UNREGISTERED SALES OF EQUITY SECURITIES

Pursuant to the agreement with Trilogy, we issued warrants to purchase four million four hundred thousand (4,400,000) shares of our common stock at an exercise price of $.17 per share. The warrants are immediately exercisable and expire May 31, 2009. We agreed to file a registration statement with the Securities and Exchange Commission within 45 days of the date of the agreement to register the shares of common stock underlying the warrants for resale. The offer and sale of these warrants was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and did not involve a public offering.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.

Exhibit Number	Description
4.1	Form of Warrant issued to Trilogy Capital Partners, Inc. dated June 1, 2006.
10.1	Letter of Engagement between Trilogy Capital Partners, Inc, and Video Without Boundaries, inc. June 1, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIDEO WITHOUT BOUNDARIES, INC.
By:	/s/ JEFFREY HARRELL
	Jeffrey Harrell, Chief Executive Officer

June 2, 2006

EX-4.1

EXHIBIT 4.1

NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

4,400,000 Warrants June 1, 2006

VIDEO WITHOUT BOUNDARIES, INC.

WARRANTS

Video Without Boundaries, Inc., a Florida corporation (“VDWB”), certifies that, for value received, Trilogy Capital Partners, Inc. (“Trilogy”), or registered assigns (the “Holder”), is the owner of Four Million Four Hundred Thousand (4,400,000) Warrants of VDWB (the “Warrants”).  Each Warrant entitles the Holder to purchase from VDWB at any time prior to the Expiration Date (as defined below) one share of the common stock of VDWB (the “Common Stock”) for $0.17 per share (the “Exercise Price”), on the terms and conditions hereinafter provided.   The Exercise Price and the number of shares of Common Stock purchasable upon exercise of each Warrant are subject to adjustment as provided in this Certificate.

1.

Vesting; Expiration Date; Exercise

1.1

Vesting.  The Warrants shall vest and become exercisable as of the date of this Certificate.

1.2

Expiration Date.  The Warrants shall expire on May 31, 2009 (the “Expiration Date”).

1.3

Manner of Exercise.  The Warrants are exercisable by delivery to VDWB of the following (the “Exercise Documents”): (a) this Certificate; (b) a written notice of election to exercise the Warrants; and (c) payment of the Exercise Price in cash, by check or by “net” exercise as contemplated by Section 1.4 of this Certificate.  Within three business days following receipt of the foregoing, VDWB shall execute and deliver to the Holder: (a) a certificate or certificates representing the aggregate number of shares of Common Stock purchased by the Holder, and (b) if less than all of the Warrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrants not so exercised.

1.4

Net Exercise.  In lieu of the payment methods set forth in Section 1.3 above, the Holder may elect to exchange all or some of the Warrant for the number of shares of Common Stock computed using the following formula:

X = Y (A-B)

A

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under the Warrants being exchanged (as adjusted to the date of such calculation).

A = the Market Price on the date of receipt by VDWB of the exercise documents.

B = the Exercise Price of the Warrants being exchanged (as adjusted in accordance with the terms of Section 2 hereof).

The “Market Price” on any trading day shall be deemed to be the last reported sale price of the Common Stock on such day, or, in the case no such reported sales take place on such day, the last reported sale price on the preceding trading day on which there was a last reported sales price, as officially reported by the principal securities exchange in which the shares of Common Stock are listed or admitted to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed or admitted to trading on any national securities exchange or the Nasdaq Stock Market, the last sale price, or if there is no last sale price, the closing bid price, as furnished by the National Association of Securities Dealers, Inc. (such as through the OTC Bulletin Board) or a similar organization or if Nasdaq is no longer reporting such information.  If the Market Price cannot be determined pursuant to the sentence above, the Market Price shall be determined in good faith (using customary valuation methods) by the Board of Directors of VDWB based on the information best available to it, including recent arms-length sales of Common Stock to unaffiliated persons.

1.5

Warrant Exercise Limitation.  Notwithstanding any other provision of this Agreement, if as of the date of exercise VDWB has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, Holder may not exercise Warrants under this Section 1 to the extent that immediately following such exercise Holder would beneficially own 5% or more of the outstanding Common Stock of VDWB.  For this purpose, a representation of the Holder that following such  exercise it would not beneficially own 5% or more of the outstanding Common Stock of VDWB shall be conclusive and binding upon VDWB.

1.6

 Restriction on “Net” Exercise.”    Notwithstanding any other provision of this Certificate, Holder shall not be permitted to effect a “net” exercise of the Warrants: (a) prior to one year from the date hereof and (b) after one year from the date hereof if on the date of exercise the resale of the underlying shares by Holder has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement which is then in effect, and on such date the Holder shall be permitted to resell such shares pursuant to such registration statement, and  the Common Stock shall be listed or

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quoted for trading on the OTC Bulletin Board, the Nasdaq Stock Market or an exchange or quotation system.

2.

Adjustments of Exercise Price and Number and Kind of Conversion Shares

2.1

In the event that VDWB shall at any time hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of shares of Common Stock it would have owned immediately following such action if it had exercised the Warrants immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in the number of shares.

2.2

In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 2.1 hereof or a change which solely affects the par value of such shares) or in the case of any merger or consolidation or merger in which the shares of the Common Stock of VDWB are converted into or exchanged for other securities and/or property (such as cash), the Holder shall have the right thereafter (until the Expiration Date) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, by a Holder of the number of shares of Common Stock obtainable upon the exercise of the Warrants immediately prior to such event; and if any reclassification a lso results in a change in shares covered by Section 2.1, then such adjustment shall be made pursuant to both this Section 2.2 and Section 2.1.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, capital reorganizations and mergers or consolidations, sales or other transfers.

3.

Reservation of Shares.  VDWB shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, such number of shares of Common Stock as shall from time to time be issuable upon exercise of the Warrants.  If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to permit the exercise of the Warrants, VDWB shall promptly seek such corporate action as may necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

4.

Certificate as to Adjustments.  In each case of any adjustment in the Exercise Price, or number or type of shares issuable upon exercise of these Warrants, the Chief Financial Officer of VDWB shall compute such adjustment in accordance with the terms of these Warrants and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of the adjusted Exercise Price.  VDWB shall promptly send (by facsimile and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder.

5.

Loss or Mutilation.  Upon receipt of evidence reasonably satisfactory to VDWB of the ownership of and the loss, theft, destruction or mutilation of this Certificate, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of these Warrants, VDWB will execute and deliver in lieu thereof a new Certificate of like tenor as the lost, stolen, destroyed or mutilated Certificate.

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6.

Representations and Warranties of VDWB.  VDWB hereby represents and warrants to Holder that:

6.1

Due Authorization.  All corporate action on the part of VDWB, its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of VDWB under, these Warrants, and (b) the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of these Warrants, has been duly taken.  These Warrants constitute a valid and binding obligation of VDWB enforceable in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

6.2

Organization.  VDWB is a corporation duly organized, validly existing and in good standing under the laws of the State referenced in the first paragraph of this Certificate and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as currently proposed to be conducted.

6.3

Valid Issuance of Stock.  Any shares of Common Stock issued upon exercise of these Warrants will be duly and validly issued, fully paid and non-assessable.

6.4

Governmental Consents.  All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any federal or state governmental authority on the part of VDWB required in connection with the consummation of the transactions contemplated herein have been obtained.

7.

Representations and Warranties of Trilogy.  Trilogy hereby represents and warrants to VDWB that:

7.1

Trilogy is acquiring the Warrants for its own account, for investment purposes only.

7.2

Trilogy understands that an investment in the Warrants involves a high degree of risk, and Trilogy has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Trilogy has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment.

7.3

Trilogy has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction.

7.4

Trilogy understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws.  Trilogy is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Trilogy being required to hold the Warrants for an indefinite period of time.

7.5

Trilogy agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration.  As a

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further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to VDWB any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, VDWB may require the contemplated transferee to furnish VDWB with an investment letter setting forth such information and agreements as may be reasonably requested by VDWB to ensure compliance by such transferee with the Securities Act.

8.

Notices of Record Date

In the event:

8.1

VDWB shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of these Warrants), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; or

8.2

of any consolidation or merger of VDWB with or into another corporation, any capital reorganization of VDWB, any reclassification of the capital stock of VDWB, or any conveyance of all or substantially all of the assets of VDWB to another corporation in which holders of VDWB’s stock are to receive stock, securities or property of another corporation; or

8.3

of any voluntary dissolution, liquidation or winding-up of VDWB; or

8.4

of any redemption or conversion of all outstanding Common Stock;

then, and in each such case, VDWB will mail or cause to be mailed to the Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up.  VDWB shall use all reasonable efforts to ensure such notice shall be delivered at least 15 days prior to the date therein specified.  

9.

Registration Rights.  

9.1

Definitions.  For purposes of this Section 9, the following terms shall have the meanings set forth below:

9.1.1

A “Blackout Event” means any of the following: (a) the possession by VDWB of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of VDWB or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of VDWB; or (b) any material engagement or activity by VDWB which would, in the reasonable and good faith

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determination of the Chief Executive Officer or the Board of Directors of VDWB, be materially adversely affected by disclosure in a registration statement or prospectus at such time.  

9.1.2

 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

9.1.3

“Included Shares” shall mean any Registrable Shares included in a Registration.

9.1.4

 “Registrable Shares” shall mean the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and any other warrants and or other securities issued to Trilogy in connection with performing investor relations services for VDWB, and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

9.1.5

“Registration” shall mean a registration of securities under the Securities Act pursuant to Section 9.2 or 9.3 of this Agreement.

9.1.6

“Registration Period” with respect to any Registration Statement the period commencing the effective date of the Registration Statement and ending upon withdrawal or termination of the Registration Statement.

9.1.7

“Registration Statement” shall mean the registration statement, as amended from time to time, filed with the SEC in connection with a Registration.

9.1.8

 “SEC” shall mean the Securities and Exchange Commission.

9.2

Demand Registration.  No later than July 15, 2006, VDWB shall prepare and file with the SEC a Registration Statement for the purpose of registering the sale of the Registrable Shares under the Securities Act, and shall use its commercially reasonable efforts to cause the Registration Statement to become effective within 60 days of the date of filing.  Once effective, VDWB shall prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date on which (a) all the Included Shares have been disposed of pursuant to the Registration Statement, or (b) all of the Included Shares then held by Holder may be sold under the provisions of Rule 144 without limitation as to volume, wh ether pursuant to Rule 144(k) or otherwise.

9.3

Piggyback Registration.  Unless the Registrable Shares are then included in a Registration Statement or can be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, if VDWB shall determine to register any Common Stock under the Securities Act for sale in connection with a public offering of Common Stock (other than pursuant to an employee benefit plan or a merger, acquisition or similar transaction), VDWB will give written notice thereof to Holder and will include in such Registration Statement any of the Registrable Shares which Holder may request be included (“Included Shares”) by a writing delivered to VDWB within 15 days after the notice given by VDWB to Holder; provided, however, that if the offering is to be firmly underwritten, and the represent ative of the underwriters of the offering refuse in writing to include in the offering all of the shares of Common Stock requested by VDWB and others, the shares to be included shall be allocated first to VDWB and any shareholder who initiated such Registration and then among the others based on the respective number of shares of Common Stock held by such persons.  If VDWB decides not to, and does not, file a Registration Statement with respect to such Registration, or

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after filing determines to withdraw the same before the effective date thereof, VDWB will promptly so inform Holder, and VDWB will not be obligated to complete the registration of the Included Shares included therein.  

9.4

Certain Covenants.  In connection with any Registration:

9.4.1

VDWB shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.  Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to sta te a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), VDWB shall promptly notify Holder, and, subject to the provisions of Section 9.5, as soon as reasonably practicable prepare (but, subject to Section 9.5, in no event more than five business days in the case of a supplement or seven business days in the case of a post-effective amendment) and file with the SEC a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to a purchaser of Shares from Holder, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

9.4.2

At least three business days prior to the filing with the SEC of the Registration Statement (or any amendment thereto) or the prospectus forming a part thereof (or any supplement thereto), VDWB shall provide draft copies thereof to Holder and shall consider incorporating into such documents such comments as Holder (and its counsel) may propose to be incorporated therein.  Notwithstanding the foregoing, no prospectus supplement, the form of which has previously been provided to Holder, need be delivered in draft form to Holder.

9.4.3

VDWB shall promptly notify Holder upon the occurrence of any of the following events in respect of the Registration Statement or the prospectus forming a part thereof: (a) the receipt of any request for additional information from the SEC or any other federal or state governmental authority, the response to which would require any amendments or supplements to the Registration Statement or related prospectus; (b) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; or (c) the receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

9.4.4

VDWB shall furnish to Holder with respect to the Included Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses and such other documents as Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Included Shares by Holder pursuant to the Registration Statement.

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9.4.5

In connection with any registration pursuant to Section 9.2, VDWB shall file or cause to be filed such documents as are required to be filed by VDWB for normal Blue Sky clearance in states specified in writing by Holder; provided, however, that VDWB shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.

9.4.6

VDWB shall bear and pay all expenses incurred by it and Holder (other than underwriting discounts, brokerage fees and commissions and fees and expenses of more than one law firm) in connection with the registration of the Shares pursuant to the Registration Statement.

9.4.7

VDWB shall require each legal opinion and accountant’s “cold comfort” letter in connection with the Registration, if any, to be rendered to Holder as well as VDWB and/or its Board of Directors.

9.4.8

As a condition to including Registrable Shares in a Registration Statement, Holder must provide to VDWB such information regarding itself, the Registrable Shares held by it and the intended method of distribution of such Shares as shall be required to effect the registration of the Registrable Shares and, if the offering is being underwritten, Holder must provide such powers of attorney, indemnities and other documents as may be reasonably requested by the managing underwriter.

9.4.9

Following the effectiveness of the Registration Statement, upon receipt from VDWB of a notice that the Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, Holder will immediately discontinue disposition of Included Shares pursuant to the Registration Statement until VDWB notifies Holder that it may resume sales of Included Shares and, if necessary, provides to Holder copies of the supplemental or amended prospectus.  

9.5

Blackout Event.  VDWB shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days.  Without the express written consent of Holder, if required to permit the continued sale of Shares by Holder, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61^st day following commencement of a Blackout Event.

9.6

Rule 144. With a view to making available to Holder the benefits of Rule 144, VDWB agrees, until such time as Holder can sell all remaining Registrable Shares under the provisions Rule 144(k), to:

9.6.1.1

comply with the provisions of paragraph (c)(1) of Rule 144; and

9.6.1.2

file with the SEC in a timely manner all reports and other documents required to be filed by VDWB pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of a Purchaser, make available other information as required by, and so long as necessary to permit sales of its Shares pursuant to, Rule 144.

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9.7

VDWB Indemnification.  VDWB agrees to indemnify and hold harmless Holder, and its officers, directors and agents (including broker or underwriter selling Included Shares for Holder), and each person, if any, who controls Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by (a) any violation or alleged violation by VDWB of the Securities Act, Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities laws, (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Included Shares (as amended or supplemented if VDWB shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or (c) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to VDWB by Holder or on Holder’s behalf expressly for use therein.

9.8

Holder Indemnification.  Holder agrees to indemnify and hold harmless VDWB, its officers, directors and agents and each person, if any, who controls VDWB within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from VDWB to Holder, but only with respect to information furnished in writing by Holder or on Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto, or any preliminary prospectus.

9.9

Indemnification Procedures. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 9, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially pre judiced by such failure to notify.  In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurre d.  In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which

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any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

9.10

Contribution.  To the extent any indemnification by an Indemnifying Party is prohibited or limited by law, the Indemnifying Party agrees to make the maximum contribution with respect to any amounts for which, he, she or it would otherwise be liable under this Section 9 to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where a party would not have been liable for indemnification under this Section 9 and (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning used in the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

10.

Nontransferability.  Trilogy may not sell or transfer any Warrants to any person other than a director, officer, employee, manager or affiliate of Trilogy (or a person controlled by one or more directors, officers, employees, managers or affiliates of Trilogy) or to a person or entity that assists Trilogy in providing services to VDWB pursuant to the Letter of Engagement dated June 1, 2006 as the same may be amended from time to time, without the consent of VDWB.

11.

Severability.  If any term, provision, covenant or restriction of these Warrants is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Warrants shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12.

Notices.  All notices, requests, consents and other communications required hereunder shall be in writing and shall be effective when delivered or, if delivered by registered or certified mail, postage prepaid, return receipt requested, shall be effective on the third day following deposit in United States mail: to the Holder, at Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los Angeles, CA 90049; and if addressed to VDWB, at Video Without Boundaries, Inc., 888 East Las Olas Blvd., Suite 710, Fort Lauderdale, FL 33301, or such other address as Holder or VDWB may designate in writing.

13.

No Rights as Shareholder.  The Holder shall have no rights as a shareholder of VDWB with respect to the shares issuable upon exercise of the Warrants until the receipt by VDWB of all of the Exercise Documents.  

VIDEO WITHOUT BOUNDARIES, INC.

By:

10

EXHIBIT “A”
NOTICE OF EXERCISE
(To be signed only upon exercise of the Warrants)

To:

Video Without Boundaries, Inc.

The undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of Video Without Boundaries, Inc. (“VDWB”), pursuant to the terms of the enclosed warrant certificate (the “Certificate”).  The undersigned tenders herewith payment of the exercise price pursuant to the terms of the Certificate.

The undersigned hereby represents and warrants to, and agrees with, VDWB as follows:  

1.

Holder is acquiring the Warrant Shares for its own account, for investment purposes only and not with a view to distribution in violation of the Securities Act of 1933, as amended (the Securities Act”).

2.

Holder understands that an investment in the Warrant Shares involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment.

3.

Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting its own interest in connection with this transaction.

4.

Holder understands that the Warrant Shares have not been registered under the Securities Act or under any state securities laws.  Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrant Shares may result in Holder being required to hold the Warrant Shares for an indefinite period of time.

5.

Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration.  As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to VDWB any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, VDWB may require the contemplated transferee to furnish VDWB with an investment letter setting forth such information and agreements as may be reasonably requested by VDWB to ensure compliance by such transferee with the Securities Act.

A-1

Each certificate evidencing the Warrant Shares will bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

6.

Immediately following this exercise of Warrants, if as of the date of exercise VDWB has a class  of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, the undersigned will not beneficially own five percent (5%) or more of the then outstanding Common Stock of VDWB (based on the number of shares outstanding set forth in the most recent periodic report filed by VDWB with the Securities and Exchange Commission and any additional shares which have been issued since that date of which Holder is aware have been issued).

Number of Warrants Exercised:  ______________

Net Exercise  ____  Yes  ___ No  

Dated:  ____________________

A-2

EX-10.1

Letter of Engagement

Video Without Boundaries, Inc.

June 1, 2006

The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. (“Trilogy”) by Video Without Boundaries, Inc. (“VDWB” or the “Company”):

Term and Termination	Twelve months, commencing as of the date set forth above (the “Initial Term”), and terminable thereafter by either party upon 30 days’ prior written notice.
Objective	The development and implementation of a proactive marketing program designed to increase the investor awareness of VDWB in the investment community and generate a significant increase in liquidity and market capitalization.
The Program	Trilogy will structure and implement a marketing program designed to create extensive financial market and investor awareness for VDWB to drive long-term shareholder support.  The core drivers of the program will be to i nform potential institutional and retail investors of VDWB’s business and stimulate interest in investment in the Company’s stock through a proactive sales and marketing program emphasizing technology-driven communications and leveraging VDWB’s image to attract additional long term investors and to create additional opportunities in M&A and Business Development.  As share price is affected by various factors, Trilogy can give no assurance that the marketing program will result in an increase in VDWB’s stock price. Trilogy understands that during any period in which the Company is in “registration” for a public offering of securities under the Securities Act of 1933, and during the distribution of such securities, the Company’s investor relations and marketing efforts will be severely limited.  However, it will be the responsibility of the Company (with the advice of its securities counsel) to determine what investor relations and financial marketing efforts are permissible and non-permissible during such periods, and Trilogy will follow the direction of the Company and its securities counsel.

Responsibilities Trilogy will structure and implement the program described above in accordance with a marketing plan provided to VDWB.  Trilogy will work in conjunction with the Company’s management, securities counsel, investment bankers, auditors and marketing director, and under supervision of executive management.  Trilogy will designate a principal account representative to VDWB responsible for this engagement.   The content is as follows:     · Campaign Planning, Development and Execution · Press Announcements: drafting, approval and distribution · Database Development and Management · Image Analysis:  recommendations and implementation · Messaging:  institutional and retail · Online presentations: drafting and production responsibilities · Website Overhaul – installation and maintenance of auto IR program · Email messaging: targets: Retail and Institutional/Other databases · Media including Interactives and PowerPoints · Direct Mail: shareholder, media, VDWB relationship universe · Public Relations · Capital Conferences   Trilogy will not publish or publicly release any press release or other public communication or document referring to the Company (“IR Documents”) regarding the Company, or cause any other party to do so, that has not been approved in writing by the Company.  The Company assumes responsibility for the accuracy and completeness of all IR Documents which it has approved and the compliance of such IR Documents with applicable laws, rules and regulations.  The Company agrees that Trilogy has no obligation or duty to verify the accuracy or completeness of the IR Documents.

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Confidentiality and Material Information	Trilogy agrees that all Confidential Information shall remain the property of the Company and will be held and treated by Trilogy and its affiliates, directors, officers and employees (collectively, the “ Representatives ”) in confidence and will not, except as provided in this Agreement, without the prior written consent of the Company, be disclosed by Trilogy or its Representatives, in any manner whatsoever, in whole or in part, and will not be used by Trilogy or its Representatives other than in connection with performing the duties and responsibilities of Trilogy under this Agreement. “ Confidential Information ” means all technical, commercial, financial or other information concerning the business, affairs and operations of the Company and its affiliates and which the Company or its agents or representatives have provided or will provide to Trilogy in connection with its services hereunder whether provided in writing, electronically or verbally.  Notwithstanding the foregoing, the following will not constitute "Confidential Information" for purposes of this Agreement: (i) information which is available in the public domain or marketplace; (ii) information which after disclosure to Trilogy by the Company becomes part of the public domain by publication or otherwise, expect by breach by Trilogy of the terms of this Agreement; (iii) information which was rightfully in the possession of Trilogy at the time of disclosure to Trilogy by the Company; and (iv) information which is rightfully received by Trilogy from a third party who is not prohibited from transmitting the information to Trilogy by a c ontractual, legal or fiduciary obligation to the Company.
Fees	$12,500 per month, with the first payment due on execution, payable by wire transfer of funds to the account designated by Trilogy.
Equity Compensation	VDWB has concurrently herewith issued to Trilogy 4,400,000 Warrants, each Warrant representing the right to purchase one share of Common Stock for $0.17 per share at any time through the third year following issuance.  The Company agrees to file a Registration Statement with the Securities and Exchange Commission registering the resale of the shares underlying the Warrants no later than forty five (45) days from the date of this Agreement.

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Marketing Budget	To support the financial marketing program, VDWB acknowledges that it will incur certain third party marketing costs.  Trilogy will not incur these costs on behalf of the Company except with the approval of the Company or pursuant to a budget approved by the Company (which budget shall not be less than $200,000 over 12 months).  The Company shall have no obligation to reimburse Trilogy for any third party marketing cost that exceeds the approved budget or is otherwise not approved by the Company.  The Company understands that prompt payment of these costs is vital to the on-going investor relations program, and therefore shall pay these costs promptly upon invoice, to Trilogy (to enable Trilogy to promptly reimburse these third parties).  The Company shall indemnify and hold Trilogy harmless from any losses, claims, costs, expenses, liabilities and damages from failure to timely pay these third party marketing costs.
Indemnification	The Company agrees to provide the indemnification set forth in “Exhibit A” attached hereto.
Corporate Obligations	The obligations of Trilogy under this Agreement are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person of Trilogy shall be subject to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of any other party to this Agreement.
Additional Services	If Trilogy is called upon to render services directly or indirectly relating to the subject matter of this Agreement, beyond the services contemplated above (including, but not limited to, production of documents, answering interrogatories, giving depositions, giving expert or other testimony, whether by agreement, subpoena or otherwise), the Company shall pay to Trilogy a reasonable hourly rates for the persons involved for the time expended in rendering such services, including, but not limited to, time for meetings, conferences, preparation and travel, and all related costs and expenses and the reasonable legal fees and expenses of Trilogy’s counsel.  This Section is not intended to address circumstances in which Trilogy has a claim for indemnification, which circumstances are addressed by Exhibit A to this Agreement.

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Survival of Certain Provisions	The Sections entitled “Indemnification” (including “Exhibit A”), “Corporate Obligations” and “Additional Services” shall survive any termination of this Agreement and Trilogy’s engagement pursuant to this Agreement.  In addition, such termination shall not terminate Trilogy’s right to compensation accrued through the date of termination and for reimbursement of allowed expenses (including third party marketing costs).  Any purported termination of this Agreement by the Company prior to the end of the Initial Term other than for material breach or default in accordance with “Term and Termination” above, or any termination by Trilogy as a result of non-payment or other material breach by the Company (including the failure to pay third-party marketing costs), shall not terminate Trilogy’s right to the fees through the entire Initial Term (as Trilogy’s time and commitment are expected to be greater in the first part of its engagement).
Services/Costs	The compensation paid to Trilogy under this Agreement will cover all costs for services by Trilogy and Trilogy personnel.  Travel and entertainment costs for Trilogy personnel, in addition to certain third-party costs, will be borne by the Company and included in the marketing budget prepared by Trilogy.  Trilogy will provide reasonable documentation to support reimbursement claims.  Trilogy will not incur any particular reimbursable cost of $500 or more without the written approval from the Company.  These reimbursable costs are not third-party marketing costs under “Marketing Budget.”
Attorneys’ Fees	If any action or proceeding is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover as an element of its costs, and not its damages, reasonable attorneys’ fees to be fixed by the court.
Governing Law	California, without giving effect to the principles of conflicts of law thereof.

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Agreed and Accepted:

Video Without Boundaries, Inc.


By  _____________________________                 Jeffrey Harrell                 President and CEO Trilogy Capital Partners, Inc.


By  _____________________________            Paul Karon,            President

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EXHIBIT A

Indemnification Provisions

Video Without Boundaries, Inc. (the “Company”) unconditionally, absolutely and irrevocably agrees to and shall indemnify and hold harmless Trilogy Capital Partners, Inc. (“Trilogy”) and its past, present and future directors, officers, affiliates, counsel, shareholders, employees, agents, representatives, contractors, successors and assigns (Trilogy and such persons are collectively referred to as the “Indemnified Persons”) from and against any and all losses, claims, costs, expenses, liabilities and damages (or actions in respect thereof) arising out of or related to this Agreement, and any actions taken or omitted to be taken by an Indemnified Party in connection with this Agreement (“Indemnified Claim”).  Without limiting the generality of the foregoing, such indemnification shall cover losses, claims, costs, expens es, liabilities and damages imposed on or incurred by the Indemnified Persons, directly or indirectly, relating to, resulting from, or arising out of any: (i) actual or alleged misstatement of fact or omission of fact, or any actual or alleged inaccuracy in any information provided or approved by the Company in connection with the engagement, including any actual or alleged misstatement, omission or inaccuracy in any SEC filing, press release, website, marketing material or other document, or oral presentation or webcast, whether or not the Indemnified Persons relied thereon or had knowledge thereof.  In addition, the Company agrees to reimburse the Indemnified Persons for legal or other expenses reasonably incurred by them in respect of each Indemnified Claim at the time such expenses are incurred.  Notwithstanding the foregoing, the Company shall not be obligated under the foregoing for any loss, claim, liability or damage that is finally determined by a court with proper jurisdict ion to have resulted primarily from the willful misconduct (including a willful breach of the obligations of Trilogy under the Agreement) or bad faith of the Indemnified Person.

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